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Anaergia announces completion of strategic investment

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Anaergia has announced that the third tranche of the previously announced equity investment of C$40.8 million (€27.6 million) from Marny Investissement SA, through a wholly owned subsidiary, Marny Holdco Inc., has closed, with the issuance of 36,750,000 units of the Company for gross proceeds of C$14.7 million (€9.9 million).
Each Unit consists of one subordinate voting share of the Company and 1/5 of one Subordinate Voting Share purchase warrant of the Company (each a "Warrant").
Each Warrant entitles the holder to purchase one additional Subordinate Voting Share at an exercise price of C$0.80 until February 2, 2027.
In aggregate, 102,000,000 Units were issued to Marny Holdco pursuant to the Strategic Investment.
Dr. Andrew Benedek agreed to convert the final-third of all multiple voting shares of the Company held by him into Subordinate Voting Shares on a one-for-one basis in accordance with Anaergia's constating documents with the closing of the third tranche of the Strategic Investment.
With the closing of the third tranche of the Strategic Investment, Dr. Andrew Benedek now holds approximately 19.5% of the voting rights attached to the Subordinate Voting Shares (on a non-diluted basis) and approximately 17.4% of the voting rights attached to the Subordinate Voting Shares (on a partially diluted basis), assuming the exercise in full of the Warrants.
Marny Holdco, owns and controls approximately 60.9% of the voting rights attached to the Subordinate Voting Shares (on a non-diluted basis) and approximately 65.2% of the voting rights attached to the Subordinate Voting Shares (on a partially diluted basis), assuming the exercise in full of the Warrants.
In connection with the Strategic Investment, Anaergia has provided an undertaking to the TSX to reclassify the Subordinate Voting Shares as "common shares" and to eliminate the multiple voting shares from Anaergia's authorised capital within 60 days from the closing of the third tranche of the Strategic Investment. Pursuant to a voting and support agreement, Dr. Andrew Benedek has agreed to vote in favour of the reclassification.
In connection with the closing of the third tranche of the Strategic Investment, Ohad Epschtein, the beneficial owner and a nominee of Marny Holdco, has been appointed to the Company's board of directors. Owing to Marny's control position in Anaergia, Mr. Epschtein will assume the role of chairman of the board of directors, previously held by Dr. Andrew Benedek, who continues to serve as a director of the Company.
"I am very pleased that Ohad and his team share my enthusiasm for Anaergia, and that they are dedicated to growing the Company and to optimising its potential," said Andrew Benedek. "I have no doubt that Ohad is the right person to lead the board going forward," added Dr. Benedek.
"Andrew Benedek's founding of Anaergia, and its growth under his direction has made it among one of the technology leaders in the global renewable biogas sector," said Ohad Epschtein. "Because of this, we are enthralled by the prospects for this Company, and we are genuinely excited to be part of Anaergia's journey forward," added Mr. Epschtein.







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