LUXEMBOURG, Dec. 19, 2023 /CNW/ - Marny Investissement SA ("Marny"), through its wholly owned subsidiary Marny Holdco Inc. ("Marny Holdco"), has agreed to subscribe for 102,000,000 units ("Units") of Anaergia Inc. (TSX: ANRG) ("Anaergia" or the "Company") by way of an arm's-length non-brokered private placement (the "Strategic Investment") at a price of $0.40 per Unit for total consideration of approximately C$40.8 million. Each Unit is comprised of one subordinate voting share of the Company (each, a "Subordinate Voting Share") and 1/5 of one Subordinate Voting Share purchase warrant of the Company (each a "Warrant"). Each Warrant entitles Marny Holdco to purchase one additional Subordinate Voting Share at an exercise price of C$0.80 for a period of three years following the closing of the first tranche of the Strategic Investment. The Strategic Investment will close in three tranches of 34,000,000 Units for gross proceeds of C$13.6M each. The first, second and third tranches may close no later than January 15, 2024, February 15, 2024, and March 15, 2024, respectively. The Strategic Investment is subject to, among other thing, the timely fulfillment of the payment obligations under the subscription by Marny Holdco and, the delivery by Marny Holdco of guarantees in respect of the payment obligations, acceptable to Anaergia, acting reasonably, on or about December 22, 2023 (the "Interim Conditions Completion Date"). The closing of the first, second and third tranches are subject to a limited number of customary conditions.

Marny Holdco has the right (the "Allotment Option"), in its sole discretion, to allocate an aggregate of 10,200,000 of the Subordinate Voting Shares for which it is has subscribed to certain individual investors (the "Marny Individual Investors"), on a pro rata basis for each tranche, and any such Marny Individual Investors shall grant an irrevocable proxy to Marny Holdco in respect of the voting rights for such Subordinate Voting Shares.

Marny and Marny Holdco do not currently own or control any Subordinate Voting Shares of the Company.

On closing the first tranche of the Strategic Investment, Marny (through Marny Holdco) will own (or own or control, if the Allotment Option is exercised) 34,000,000 Subordinate Voting Shares and 6,800,000 Warrants, representing approximately 20.8% of the voting rights attached to the Subordinate Voting Shares and the Multiple Voting Shares (as defined below) on a non-diluted basis and 23.9% of the voting rights attached to the Subordinate Voting Shares and the Multiple Voting shares on a partially-diluted basis, assuming the exercise in full of the Warrants.

On closing the second tranche of the Strategic Investment, Marny (through Marny Holdco) will own (or own or control, if the Allotment Option is exercised) 68,000,000 Subordinate Voting Shares and 13,600,000 Warrants, representing approximately 41.1% of the voting rights attached to the Subordinate Voting Shares and the Multiple Voting Shares on a non-diluted basis and 45.5% of the voting rights attached to the Subordinate Voting Shares and the Multiple Voting shares on a partially-diluted basis, assuming the exercise in full of the Warrants.

On closing the third tranche of the Strategic Investment, Marny (through Marny Holdco) will own (or own or control, if the Allotment Option is exercised) 102,000,000 Subordinate Voting Shares and 20,400,000 Warrants, representing approximately 60.9% of the issued and outstanding Subordinate Voting Shares on a non-diluted basis and 65.2% of the issued and outstanding Subordinate Voting Shares on a partially-diluted basis, assuming the exercise in full of the Warrants.

The Company's major shareholder, Dr. Andrew Benedek, has provided a written consent approving the creation of a new control person.

On the Interim Conditions Completion Date, Marny Holdco will enter into an investor rights agreement (the "Investor Rights Agreement") with Anaergia and Dr. Andrew Benedek providing for, among other things, customary registration rights and participation rights, and certain information and director nomination rights, including the right for Marny Holdco to nominate a majority of the Company's board of directors following the closing of the third tranche of the Strategic Investment, so long as Marny Holdco owns or controls at least 40% of the voting power attached to the Company's shares. The Investor Rights Agreement will become effective as of the closing of the first tranche of the Strategic Investment. Following the completion of the first tranche of the Strategic Investment, Marny Holdco will have the right to appoint one nominee to the Company's board of directors and following the completion of the second tranche of the Strategic Investment, Marny Holdco will have the right to appoint two nominees to Anaergia's board of directors. The Investor Rights Agreement will supersede and replace the Company's existing principal shareholders agreement with Dr. Andrew Benedek.

Dr. Andrew Benedek has agreed to waive his pre-existing right to participate on a pro rata basis in equity financings by the Company and to convert one-third of all multiple voting shares of the Company (the "Multiple Voting Shares") held by him into Subordinate Voting Shares on a 1-for-1 basis in accordance with Anaergia's constating documents with the closing of each tranche of the Strategic Investment.

In connection with the Strategic Investment, the Company has provided an undertaking to the TSX to reclassify the Subordinate Voting Shares as "common shares" and to eliminate the Multiple Voting Shares from the Company's authorized 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 will agree to vote in favour of the reclassification.

Marny Holdco is acquiring the Subordinate Voting Shares and the Warrants for investment purposes. Marny Holdco may, from time to time, acquire additional Subordinate Voting Shares, Warrants or other securities of Anaergia or dispose of some or all of the Subordinate Voting Shares, Warrants or other securities of Anaergia that it owns at such time.

Pursuant to its rights under the Investor Rights Agreement, as described above, Marny Holdco intends to nominate one nominee to Anaergia's board of directors upon the closing of each of the three tranches of the Strategic Investment.

Otherwise, Marny and Marny Holdco currently have no other plans or intentions that relate to or would result in any of the actions listed in items (a) to (k) in the early warning report filed with this press release (the "Early Warning Report"), but depending on market conditions, general economic and industry conditions, trading prices of Anaergia's securities, Anaergia's business, financial condition and prospects and/or other relevant factors, Marny or Marny Holdco may develop such plans or intentions in the future.

The head office of Marny Holdco is located at 205, route D'Arlon L-115, Luxembourg. The head office of Anaergia is located at 4210 South Service Road, Burlington, Ontario L7L 4X5.

For further information please refer to the Early Warning Report to be posted on the Company's SEDAR+ profile at www.sedar.com or which may be obtained by contacting Joram Moyal, Director of Marny at 352-282-64896.

SOURCE Marny Investissement SA

Copyright 2023 Canada NewsWire

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