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