CPE News (6/8/2021) – Anaergia Inc. has filed a preliminary long-form base PREP prospectus for a proposed initial public offering (IPO) of Subordinate Voting Shares.
Anaergia anticipates to issue between 10,000,000 and 11,765,000 Subordinate Voting Shares from treasury to be priced between $17.00 and $20.00 per Share for gross proceeds of $200,000,000 ($230,000,000 if the over-allotment option is exercised in full).
Anaergia has applied to list its Subordinate Voting Shares on the Toronto Stock Exchange (TSX) under the trading symbol “ANRG.”
Prior to the offering, assuming completion of reorganization, Anaergia will have 12,502,706 Subordinate Voting Shares and 32,222,369 Multiple Voting Shares issued and outstanding.
Assuming an offering price of $18.50 per share (the midpoint of the price range), upon completion of the IPO, Anaergia will have 23,313,517 Subordinate Voting Shares and 32,222,369 Multiple Voting Shares issued and outstanding (24,935,138 Subordinate Voting Shares and 32,222,369 Multiple Voting Shares if the over-allotment option is exercised in full).
The Multiple Voting Shares will be held by Neo International Investments Ltd., a BVI company controlled by The Benedek Trust, a trust established under the laws of the Cayman Islands. The trustee of The Benedek Trust is Cidel Trust Company, a Barbados trust company, and members of the family of Dr. Andrew Benedek, Anaergia founder, Chairman & CEO.
Neo International, through the holding of Multiple Voting Shares, will have 83% voting control on a fully-diluted basis and assuming the exercise in full of outstanding options. If the over-allotment option is exercised in full, Neo International will have 84% (82% on a fully-diluted basis) of the total voting power.
Anaergia has raised equity funding from Macquarie Capital, Tandem Expansion Fund, Export Development Canada (EDC), Global H2O Investments, and others.
Burlington, Ontario based Anaergia is an integrated waste-to-value platform. The company is a global leader in converting organic waste into RNG, clean water and fertilizer. Anaergia’s proprietary, end-to-end solution includes waste processing through the Organics Extrusion Press (OREXTM), anaerobic digestion with its Omnivore® solution, biogas conversion to RNG, liquid residue treatment with Fibracast membrane technology for clean water, fertilizer recovery with its ammonia recovery technology and residue treatment to create high value fertilizer with its unique pyrolysis process.
As of March 31, 2021, Anaergia had 264 employees, operating globally from eight regional project offices and two manufacturing plants over four continents.
photo credit: Anaergia
Anaergia Inc. Files Preliminary Prospectus for Initial Public Offering
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
BURLINGTON, ON, June 8, 2021 /CNW/ – Anaergia Inc. (“Anaergia” or the “Company”), an integrated waste-to-value platform created to eliminate greenhouse gases by cost-effectively turning organic waste into renewable natural gas, fertilizer and water, announced today that it has filed with the securities regulatory authorities in each of the provinces and territories of Canada, and obtained a receipt for, a preliminary long-form base PREP prospectus (the “Preliminary Prospectus”) for a proposed initial public offering of subordinate voting shares in the Company (the “Offering”). The gross proceeds of the Offering are expected to be approximately C$200 million, at an offering price between C$17.00 and C$20.00 per subordinate voting share.
The Offering is being made through a syndicate of underwriters co-led by TD Securities Inc. and Barclays Capital Canada Inc., (the “Lead Underwriters”) and including CIBC Capital Markets, Scotiabank, National Bank Financial Inc., Raymond James Ltd., Roth Canada, ULC and Canaccord Genuity Corp.
Torys LLP is acting as legal counsel to Anaergia and Goodmans LLP is acting as legal counsel to the Lead Underwriters.
The Preliminary Prospectus contains important information relating to the Company, the subordinate voting shares and the Offering, is still subject to completion or amendment, and has not yet become final for purposes of a distribution of securities to the public. No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy, subordinate voting shares in any province or territory of Canada prior to the time that a receipt for the final base PREP prospectus or other authorization is obtained from the securities regulatory authorities in each of the provinces and territories of Canada. Copies of the Preliminary Prospectus may be obtained from any of the Lead Underwriters and will be available under Anaergia’s profile on SEDAR at www.sedar.com.
The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale thereof is not permitted.
Anaergia was created to eliminate a major source of greenhouse gases (“GHGs”) by cost effectively turning organic waste into renewable natural gas (“RNG”), fertilizer and water through the use of proprietary technologies. With a track record of delivering innovative projects, Anaergia is uniquely positioned to provide solutions to today’s most pressing resource recovery challenges using a broad portfolio of proven technologies and multiple project delivery methods. Anaergia is one of the world’s only companies with a proprietary portfolio of end-to-end solutions that integrate solid waste processing as well as wastewater treatment with organics recovery, high efficiency anaerobic digestion, RNG production and recovery of fertilizer and water from organic residuals. The combination of these technologies enhances carbon-negative biogas, clean water and natural fertilizer production, utilizes a minimized footprint and lowers waste and wastewater treatment costs and GHG emissions.
This news release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the Preliminary Prospectus. Actual results could differ materially from those projected herein. Anaergia does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
SOURCE Anaergia Inc.
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