DJ Waga Energy announces the launch of an accelerated bookbuild offering for a minimum amount of EUR45 million
Waga Energy
Waga Energy announces the launch of an accelerated bookbuild offering for a minimum amount of EUR45 million
20-March-2024 / 17:40 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Waga Energy announces the launch
of an accelerated bookbuild offering for a
minimum amount of EUR45 million
-- EUR18.3 million already committed from ALIAD, Noria, Starquest, VOL-V, CMA-CGM
and Tertium Croissance, historical shareholders, and from Enowe
-- The net proceeds of the offering will be used to support Waga Energy's accelerated international
expansion
Waga Energy (EPA: WAGA) (the "Company"), a global expert in converting landfill gas into Renewable Natural Gas (RNG),
announces the launch of a capital increase without shareholders' preferential subscription rights reserved to specific
categories of investors, in accordance with Article L. 225-138 of the French Commercial Code, for a minimum aggregate
amount of EUR45 million (the "Offering").
The Offering includes investments from Air Liquide Investissements d'Avenir et de Démonstration (ALIAD), Noria,
Starquest, VOL-V, CMA-CGM, and Tertium Croissance, historical shareholders, and from Enowe, who have entered into
subscription commitments (the "Subscription Commitments").
Mathieu Lefebvre, Waga Energy CEO, comments: "Two and a half years after Waga Energy's IPO, and as we continue to
execute our roadmap, we have decided to carry out a capital increase to accelerate the deployment of our solution
worldwide, in a highly favorable market for renewable natural gas production. We now own 20 units in operation, 13
under construction, and with approximately 160 projects in the pipeline. Half of these projects are located in the
United States, where we have recently commenced operations at our first facility. This financing will enable us to
capitalize on opportunities in this strategic market, where we have won several RFPs in recent months. We are delighted
to have the support of our historical industrial and financial shareholders in this transaction."
Transaction rationale and use of proceeds
Waga Energy is experiencing significant growth acceleration, notably in North America, and intends to use the net
proceeds from the Offering to fund the equity portion of the capex investments in new projects and the
pre-manufacturing and manufacturing of WAGABOX® units to deliver on its international expansion.
With the net proceeds of the Offering, together with additional non-dilutive sources of financing, including corporate
debt, the Company expects to finance the capex investments required to reach its 2026 revenue objective of EUR200 million
[1].
Summary of the Offering
Waga Energy intends to raise gross proceeds amounting to a minimum of EUR45 million from the Offering of which EUR18.3
million have already been committed through the Subscription Commitments.
The accelerated book-building will start immediately and is expected to end before the opening of the regulated market
of Euronext Paris ("Euronext Paris") on March 21, 2024, subject to any early closing.
The offering price per new share will be determined by the Chief Executive Officer of the Company, under and within the
scope of the delegations of authority granted by the Company's Board of Directors on 8 March 2024[2].
The Company will announce the results of the Offering, including the offering price as well as the final number of
shares issued and the dilution resulting from the Offering, in a subsequent press release.
The Offering will be carried out through a share capital increase without shareholders' preferential subscription
rights pursuant to Article L. 225-138 of the French Commercial Code, reserved to categories of investors defined under
the 24th resolution of the EGM (i.e. (i) natural or legal persons, including companies, trusts, investment funds or
other investment vehicles, regardless of their form, governed by French or foreign law, who habitually invest in growth
and/or cleantech companies; and/or, (ii) companies, institutions, groups or entities, regardless of their form, French
or foreign, exercising a significant part of their activity in the green and/or renewable energies sectors and which
may conclude an industrial and/or commercial partnership agreement with the Company) and within the limits set forth in
the 25th resolution of the EGM.
The Offering will consist of (i) an offering in Europe (including in France) of ordinary shares exclusively to
qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, and (ii) a private
placement (x) outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended
(the "Securities Act") and (y) in the United States to a limited number of qualified institutional buyers as defined in
Rule 144A under the Securities Act, pursuant to an exemption from registration under the Securities Act.
Settlement and delivery of the new shares to be issued in the Offering and their admission to trading on Euronext Paris
are expected to occur on March 25, 2024. The new shares to be issued in the Offering will be of the same category and
fully fungible with the existing shares of the Company, entitled to the same rights associated with the existing shares
of the Company, and admitted to trading on Euronext Paris under the same ISIN FR0012532810.
Subscription Commitments
The Company has received the following irrevocable subscription commitments, totaling EUR18.3 million:
-- EUR2.0 million from ALIAD
-- EUR10.0 million from Noria Invest SRL
-- EUR1.5 million from Starquest Impact & Performance
-- EUR1.0 million from VOL-V
-- EUR2.0 million from CMA-CGM
-- EUR0.8 million from Tertium Croissance
-- EUR1.0 million from Enowe
The Subscription Commitments will be allocated in accordance with the usual allocation principles, while also taking
into account the Company's objective to increase the free float in view of improving the liquidity of the shares.
Advisors
Lazard is acting as Financial Advisor.
Bryan, Garnier & Co is acting as Equity Advisor, Sole Global Coordinator and Joint Bookrunner.
Portzamparc BNP Paribas, Natixis-Oddo and Gilbert Dupont and are acting as Joint Bookrunners.
Jones Day is acting as Legal Advisor to the Company.
Gide Loyrette Nouel is acting as Legal Advisor to the Joint Bookrunners.
Lock-up undertakings
The Company has agreed on a lock-up period expiring 90 calendar days following the settlement date of the new shares,
subject to certain customary exceptions.
Mathieu Lefebvre, Guénaël Prince and Nicolas Paget, co-founders, have agreed on a lock-up period expiring 90 calendar
days following the settlement date of the new shares, subject to certain customary exceptions.
Investors who entered into the Subscription Commitments (ALIAD, Noria, Starquest, VOL-V, CMA-CGM, Tertium Croissance
and Enowe) have agreed on a lock-up period expiring 90 calendar days following the settlement date of the new shares,
on all the shares held after the Offering, subject to certain customary exceptions.
Placement
A placement agreement was entered into between the Company and the Joint Bookrunners and will be completed by a pricing
supplement upon pricing. The Offering is not subject to a guarantee. Such agreement does not constitute a firm
undertaking (garantie de bonne fin) within the meaning of article L. 225-145 of the French Commercial Code.
No Prospectus
The Offering is not subject to a prospectus requiring an approval by the French Financial Markets Authority (Autorité
des Marchés Financiers) (the "AMF").
Risk factors
The investors' attention is drawn to the risk factors associated with the Company and its business presented in (i)
Section 3 of the 2022 Universal Registration Document filed with the AMF on June 16, 2023 under number R.23-029, and
(ii) Section 7 of the half-year financial report for the six-month period ending on June 30, 2023, which are available
free of charge on the Company's website (www.waga-energy.com). The occurrence of all or part of these risks could have
a negative impact on the Company's business, financial position, results, development and outlook.
Additionally, investors are invited to consider the following risks specific to this Offering:
? Dilution: existing shareholders who did not participate to the Offering will have their holding in the Company's
share capital diluted upon issuance of the shares in the Offering. In the event of a new offering on the market, this
would result in additional dilution for the shareholders;
? Volatility and liquidity: the market price and liquidity of the Company's shares may fluctuate significantly and the
market price may fall below the subscription price of the new shares; and
? Impact on the stock market price: the sale by the main shareholders of the Company of a large number of the Company's
shares, at the expiry of the lock-up, as the case may be, may have a negative impact on the share price of the Company.
PRESS CONTACT:
Laurent Barbotin
+33 772 771 185
laurent.barbotin@waga-energy.com
About Waga Energy
Waga Energy (EPA: WAGA) produces competitively priced Renewable Natural Gas - RNG - (also known as "biomethane") by
upgrading landfill gas using a patented purification technology called WAGABOX®. The RNG produced is injected directly
into the gas distribution networks that supply individuals and businesses, providing a substitute for fossil natural
gas. Waga Energy finances, builds and operates its WAGABOX® units under long-term contracts with landfill operators for
the supply of raw gas, and generates income by selling the RNG it produces or by offering a purification service. Waga
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