Cindrigo Ltd. entered into a letter of intent to acquire Challenger Acquisitions Limited (LSE:CHAL) in a reverse merger transaction on August 19, 2020. The letter of intent contemplates Challenger making an offer to acquire all of the shares of Cindrigo. The consideration payable under the offer will be the issue to Cindrigo’s shareholders of shares and/or convertible loan notes of Challenger. After a proposed reorganisation of the current issued share capital of Challenger, consisting of a consolidation of Challenger's ordinary shares on the basis of a consolidation  factor of 266 existing shares to 1 Challenger will be offering 1 new share in Challenger Consideration Shares for each share in Cindrigo at an issue price of £1.09 per share. following completion, and conversion of the convertible notes issued as part of the consideration, the existing shareholders of Challenger together with the Challenger’s existing holders of convertible notes will between them hold 3% of the share capital. Cindrigo Shareholders will, in aggregate, hold 96.5% of the issued share capital of Challenger. Zero coupon convertible loan notes 2030 may be issued to Cindrigo’s shareholders who would otherwise hold 30% or more of Challenger’s issue share capital on completion of the acquisition of Cindrigo in respect of the number of shares that they would hold in excess of 29.9%. The loan notes will be convertible by Challenger or noteholders at any time prior to maturity at the same price per share as shares are to be issued pursuant to the offer. Loan notes shall not be convertible where doing so would trigger a mandatory offer obligation, require Challenger to publish a prospectus or cause the proportion of Challenger’s issued share capital that is in public hands for the purposes of the Listing Rules to drop below 25%. To the extent that the loan notes have not been converted, they will be redeemable at face value ten years from issue. Cindrigo Energy Limited, the current parent of Cindrigo will transfer all of its business, assets and liabilities to Cindrigo pursuant to an agreement. Post completion, Challenger will be renamed as Cindrigo Holdings Limited. On the making of the offer, Cindrigo will be entitled to appoint two directors to the Board of Challenger at which point two of the existing Directors will step down and the two remaining Directors of Challenger will step down if requested at any time to do so by Cindrigo. Challenger has agreed to appoint two of the Directors of Cindrigo Energy, (Mustaq Patel and Lars Guldstrand) as Directors of Challenger and accept the resignation of two of the existing four Challenger’ Directors (George Lucan and Rupert Baring). The new Chairman of Challenger will be Lars Guldstrand. The transaction is subject to completion of a reorganization between Cindrigo and its holding company, Cindrigo Energy Limited, which requires court approval in Canada. The offer is conditional upon approval by shareholders of Challenger and Cindrigo shareholders who will together hold at least 50.1% of the shares in Cindrigo accepting the offer. As of August 19, 2020, the current Board of Challenger has unanimously approved the letter of intent and there is, subject-to-contract, agreement between Challenger and all the convertible note holders to facilitate this transaction. As of September 1, 2020, the offer letter had been approved by the Boards of Challenger and Cindrigo Energy Limited and Cindrigo and further Cindrigo’s Board had recommended acceptance of the offer by Cindrigo’s shareholders. On September 21, 2020, the deal received acceptances from prospective shareholders of Cindrigo Limited representing 73.94% of the shares. As of September 28, 2020, Lars Guldstrand, Challenger's Chairman announced that over 99% of votes cast by the Challenger’s shareholders were in favor regarding the transaction. As of October 29, 2020, the longstop date is extended from October 30, 2020 to December 31, 2020. As of December 31, 2020, the longstop date is extended from December 31, 2020 to February 26, 2021. McCarthy Denning acted as legal advisor for Challenger.