Dr. Andrew Benedek to invest $5M Anaergia’s $60M bought deal offering

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By CPE News

CPE News (3.30.2022) – Anaergia Inc. (TSX: ANRG) has entered into an agreement for a bought deal offering of 4,800,000 subordinate voting shares at $12.50 to a syndicate of underwriters led by TD Securities Inc. for gross proceeds of approximately $60 million or $69 million if over-allotment option is fully exercised.

As part of the offering and pursuant to his pre-emptive rights, Dr. Andrew Benedek, Chair & CEO of Anaergia, has agreed to purchase approximately $5 million of the shares, being 400,000 Shares, at the offering price as part of the offering.

Dr. Benedek currently holds 32,222,369 Multiple Voting Shares, representing 100% of the Multiple Voting Shares and approximately 55% of the total issued and outstanding Multiple Voting Shares and subordinate voting shares of Anaergia, representing 54.8% economic interest and 82.9% voting interest.

Upon closing of the offering, Dr. Benedek will hold an approximate 51.0% economic interest and 80.7% voting interest, or 50.4% economic interest and 80.3% voting interest assuming the full exercise of the over-allotment option.

Burlington, Ontario based Anaergia is an integrated waste-to-value platform. It is a global leader in converting organic waste into RNG, clean water and fertilizer, through the use of its proprietary technologies.

On June 30, 2021, Anaergia closed its initial public offering issuing 12,500,000 subordinate voting shares at $14.00 for gross proceeds of $175 million. Anaergia raised additional $24.37 million through partial exercise of the over-allotment option on July 20 2021.

photo credit: Anaergia Inc.

News Release

Anaergia Inc. Announces $60 Million Bought Deal Offering of Subordinate Voting Shares


BURLINGTON, Ontario, March 30, 2022 (GLOBE NEWSWIRE) — Anaergia Inc. (“Anaergia” or the “Company”) (TSX: ANRG) today announced that it has entered into an agreement to sell, on a bought deal basis, 4,800,000 subordinate voting shares (the “Shares”) at a price of $12.50 per Share (the “Issue Price”) to a syndicate of underwriters led by TD Securities Inc. (the “Underwriters”) for gross proceeds of approximately $60 million (the “Offering”).

In addition, the Company has granted the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 720,000 Shares at the Issue Price, exercisable, in whole or in part, for a period of 30 days following closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds to the Company will be approximately $69 million.

As part of the Offering and pursuant to his pre-emptive rights, Dr. Andrew Benedek, the Chair and Chief Executive Officer of the Company, has agreed to purchase approximately $5 million of the Shares, being 400,000 Shares, at the Issue Price as part of the Offering. Dr. Benedek currently holds an approximate 54.8% economic interest and 82.9% voting interest in the Company through ownership of multiple voting shares of the Company. Upon closing of the Offering, Dr. Benedek will hold an approximate 51.0% economic interest and 80.7% voting interest in the Company (or 50.4% economic interest and 80.3% voting interest assuming the exercise in full of the Over-Allotment Option).

The Company intends to use the net proceeds of the Offering to fund the Company’s growth strategy, including the development of build-own-operate (“BOO”) assets in the Company’s development pipeline and for general corporate purposes. Since the Company’s initial public offering, Anaergia has grown its revenue backlog from BOO projects by $1.9 billion, with new projects including the Tonder BOO project in Denmark and additional BOO projects in Italy and in the United States. Anaergia continues to see significant opportunities to invest more capital in renewable natural gas (“RNG”) BOO projects globally and in Europe in particular, as European countries are looking to increase RNG infrastructure and have instituted lucrative financial incentives to support this initiative against a backdrop where the wholesale price of gas has increased dramatically.

Dr. Benedek noted, “Since Anaergia’s initial public offering (“IPO”) last summer, the Company has identified and invested in more growth opportunities than expected at the time of IPO. Furthermore, developments in Europe over the past few weeks have ensured that energy security will become a dominant force for years to come, and that this new reality will have a dramatic impact on renewable fuel demand and the profitability of Anaergia’s projects. With this new issue of shares, we are confident that we will be able to deploy this growth capital in financially attractive renewable energy projects to continue our rapid expansion and build more of the necessary renewable infrastructure for the good of the environment.”

On or before April 4, 2022 the Company will file with the securities commissions or other similar regulatory authorities in each of the provinces and territories of Canada, a preliminary short form prospectus relating to the issuance of the Shares. The Offering is expected to close on or about April 19, 2022, subject to customary conditions, including approval of the Toronto Stock Exchange.

The Shares issued pursuant to the Offering will also be offered in the United States by way of private placement to “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) and internationally as permitted by law.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Anaergia
Anaergia was created to eliminate a major source of greenhouse gases by cost effectively turning organic waste into RNG, fertilizer and water, using proprietary technologies. With a proven track record from delivering world-leading projects on four continents, Anaergia is uniquely positioned to provide end-to-end solutions for extracting organics from waste, implementing high efficiency anaerobic digestion, upgrading biogas, producing fertilizer and cleaning water. Our customers are in the municipal solid waste, municipal wastewater, agriculture, and food processing industries. In each of these markets Anaergia has built many successful plants including some of the largest in the world. Anaergia owns and operates some of the plants it builds, and it also operates plants that are owned by its customers.

Forward-Looking Information
This news release may contain forward-looking information within the meaning of applicable securities legislation, including the anticipated closing and use of proceeds from the Offering, 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, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s management’s discussion and analysis of financial condition and results of operations and annual information form for the year ended December 31, 2021, which are available on SEDAR at www.sedar.com. 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. All forward-looking information in this news release speaks only as of the date of this news release.

For more information please see: www.anaergia.com

For media relations please contact: Melissa Bailey, Director, Marketing & Corporate Communications, Melissa.Bailey@Anaergia.com

For investor relations please contact: IR@Anaergia.com

SOURCE: Anaergia Inc.