TIDMCINH
RNS Number : 0066U
Cindrigo Holdings Limited
30 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN.
30 November 2021
Cindrigo Holdings Limited
("Cindrigo" or the "Company")
Cindrigo signs Option Agreement in respect of International
Energy Developer
Cindrigo is pleased to announce that, in line with its strategy
to broaden its business to new energy sectors and geographies, it
has signed an Option Agreement to give it the right, if exercised,
to acquire the entire issued share capital of Energy Co-invest
Global Corp ("ECG"), an international energy developer with a broad
base of projects within the renewable-energy sector.
Value creation by Cindrigo is intended to be driven by the
efficient use of resources consistent with the Company's core
expertise in leading projects as a developer that result in its
development as an Independent Power Producer ("IPP") specifically
in plants providing steam driven baseload power. This will be
achieved, firstly, by expanding geographically with waste-to-energy
("WTE") assets, and also by evaluating expansion in the steam
driven baseload power from geothermal power sub-sector.
By driving further value from the same expertise and resources,
the Company intends to broaden its revenue base into complementary
high value markets and sectors.
Energy Co-invest Global
ECG has rights and intellectual property related to several
Renewable Energy projects and operations globally.
In the WTE power plant sector, ECG has several development
projects that could be a natural fit for Cindrigo. In addition, ECG
has involvement in several geothermal projects including being the
largest shareholder of GEG Power ehf.. ( www.gegpower.is ) ("GEG")
an Icelandic Engineering Procurement Contractor that is well
advanced in its transformation into an IPP. GEG's origins, patents
and intellectual property benefitted from the successful completion
of sixteen power plants of over 85MW, along with substantial
infrastructure necessary for the national power utilities in both
Iceland and Kenya.
ECG is also involved in projects related to the hydrogen economy
and transition power, electrification and distributed generation,
which should be a good fit to the WTE and geothermal operations and
could thereby possibly be another logical expansion area for the
Company over time.
Access to these additional projects, should the Company decide
to exercise the option, may accelerate the growth of the Company in
the baseload energy sector, both with new WTE projects and the
geothermal sector.
Terms of the Option Agreement
The principal terms of the Option Agreement with ECG's current
sole shareholder, Estonian company TCB Investors O , include, the
right, at the sole discretion of Cindrigo, to exercise the option
at any time before 30 April 2022, for a consideration value of
GBP1,620,000 of which GBP120,000 is payable in cash with the
remainder to be satisfied in Cindrigo ordinary shares at an agreed
price of GBP1.25 per Cindrigo ordinary share, plus a future 12%
carried interest in the specific ECG projects that are realised
subject to an aggregate cap of 3% of the market capitalisation of
the Company at the time of exercise.
Cindrigo Director, Jordan Oxley, is indirectly a shareholder in
ECG and have thereby declared a conflict of interest and has not
participated in the decision by the Board to enter into the Option
Agreement. The taking of the option has been assessed by the
Company to determine if it is a related party transaction for the
purposes of DTR 7.3 but it is considered to be in the ordinary
course of the Company's business and on normal market terms. This
will be assessed again should the Company be considering any
exercise of the option and an appropriate announcement will be made
at the time.
Cindrigo will further evaluate ECG and its assets to determine
if it will exercise the option on or before 30 April 2022, and if
exercised, which projects would be prioritised as being
complementary to Cindrigo's core expertise and growth strategy. The
option is not dependent on the shares in the Company being
readmitted to listing after the recent reverse takeover for which
the Company is seeking FCA approval of a prospectus at the present
time.
With exercise of the Option Agreement, being in the absolute
discretion of Cindrigo, there is no automatic claim on the capital
or other resources of the Company. The Company will evaluate if the
exercise of the rights in the Option Agreement and the acquisition
of ECG might constitute a reverse takeover for the Company and the
time such exercise is being considered and this may affect its
decisions whether or not to proceed.
Lars Guldstrand, Cindrigo CEO, commented "This Option Agreement
gives us the opportunity to review an interesting portfolio of
energy assets, that if executed may broaden our geographical and
sector platform and speed up our development into operating assets,
all at a low risk to Cindrigo but with the potential for positive
returns.
"We are progressing with the approval of a prospectus for
readmission of the Company to listing and to trading on the London
Stock Exchange and will update shareholders further in due
course."
**ENDS**
For more information please contact:
Cindrigo Holdings Limited
Lars Guldstrand +44 (0) 7408 861 667
St Brides Partners Ltd (PR)
Catherine Leftley, Oonagh Reidy +44 (0) 20 7236 1177
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END
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