DJ Waga Energy successfully raises EUR52 million in an accelerated bookbuild offering
Waga Energy
Waga Energy successfully raises EUR52 million in an accelerated bookbuild offering
21-March-2024 / 07:00 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 successfully raises EUR52 million
in an accelerated bookbuild offering
-- The offering was well oversubscribed with strong support from international and French long-only
investors, enabling to upsize the offering by 15% versus the initial minimum targeted amount
-- 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 success of its 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 total
gross amount of EUR52 million (the "Offering") through the issuance of 3,939,394 new shares (the "New Shares") at a price
of EUR13.20 per New Share. The settlement-delivery of the Offering is expected to occur on March 25, 2024, subject to
customary conditions.
Mathieu Lefebvre, Waga Energy CEO, comments: "I would like to thank all the investors who participated in the capital
increase of Waga Energy, and in particular our historical shareholders (Noria, ALIAD, Starquest, Tertium and VOL-V),
CMA-CGM, who joined us at the time of the IPO, as well as Enowe and all the new investors joining us today. In recent
months, we have demonstrated our operational excellence and our ability to execute on our roadmap, by starting our
first production units in Spain, Canada and most recently in the United States. This fundraising will make it possible
to finance new production units, particularly in the United States, a strategic market in which we have recorded
numerous commercial successes in recent months. We will thus accelerate the creation of value for all our stakeholders,
while fighting against global warming through the reduction of methane emissions and the production of biomethane."
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].
Final terms of the Offering
Gross proceeds from the Offering amount to EUR52 million, and net proceeds amount to approximately EUR50.2 million.
3,939,394 New Shares will be issued, representing c. 19.2% of the Company's existing share capital before Offering. As
a result of the Offering, the free-float of the Company will be increased.
The subscription price of the New Shares was set at EUR13.20, representing a discount of 2.2% to the last closing price
[2], by a decision of the Company's Chief Executive Officer, under and within the scope of the delegations of authority
granted by the Company's Board of Directors on March 8, 2024.
Upon completion of the Offering, the share capital of the Company will amount to EUR245,031.44, corresponding to
24,503,144 shares with a par value of EUR0.01 each. By way of illustration, a shareholder holding 1% of the share capital
prior to the Offering and which did not participate in the Offering will hold 0.8% after completion of the Offering.
Settlement and delivery of the New Shares and their admission to trading on the regulated market of Euronext Paris is
expected to occur on March 25, 2024. The New Shares 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 the regulated market of Euronext Paris under the same ISIN FR0012532810.
For informational purposes only, to the Company's knowledge the breakdown of its share capital before and after the
settlement and delivery of the Offering will be as follows:
Before the Offering:
# shares % capital # voting rights % voting rights
Mathieu Lefebvre 1,730,000 8.41% 3,460,000 10.40%
Nicolas Paget 990,000 4.81% 1,980,000 5.95%
Guénaël Prince 829,900 4.04% 1,659,800 4.99%
Holweb SAS* 2,477,495 12.05% 4,334,995 13.03%
ALIAD 2,848,729 13.85% 5,697,458 17.13%
Starquest** 2,030,898 9.88% 4,061,796 12.21%
Les Saules 1,785,654 8.68% 3,525,308 10.60%
Tertium 898,129 4.37% 1,556,258 4.68%
Noria 540,805 2.63% 540,805 1.63%
CMA-CGM 63,720 0.31% 63,720 0.19%
Treasury shares 29,723 0.14% 0 0.00%
Free-Float 6,338,697 30.82% 6,382,859 19.19%
TOTAL*** 20,563,750 100.00% 33,262,999 100.00%
* Mathieu Lefebvre, Guénaël Prince and Nicolas Paget hold respectively 37.18 %, 21.26 % and 12.76 % of Holweb SAS.
** Including the shares held by VOL-V prior to the Offering under a managed account.
*** Including 38,200 shares and voting rights resulting from the exercise of stock-options (BSPCE) during January 2024.
After the Offering:
# shares % capital # voting rights % voting rights Mathieu Lefebvre 1,730,000 7.06% 3,460,000 9.30% Nicolas Paget 990,000 4.04% 1,980,000 5.32% Guénaël Prince 829,900 3.39% 1,659,800 4.46% Holweb SAS* 2,477,495 10.11% 4,334,995 11.65% ALIAD 2,958,686 12.07% 5,807,415 15.61% Starquest 2,144,534 8.75% 4,175,432 11.22% Les Saules 1,785,654 7.29% 3,525,308 9.48% Tertium 961,235 3.92% 1,619,364 4.35% Noria 1,207,471 4.93% 1,207,471 3.25% CMA-CGM 215,235 0.88% 215,235 0.58% Treasury shares 29,723 0.12% 0 0.00% Free-Float** 9,173,211 37.44% 9,217,373 24.78% TOTAL 24,503,144 100.00% 37,202,393 100.00%
* Mathieu Lefebvre, Guénaël Prince and Nicolas Paget hold respectively 37.18 %, 21.26 % and 12.76 % of Holweb SAS.
** Including the New Shares subscribed by pre-committed investors VOL-V and Enowe.
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 and Gilbert Dupont 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 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 and a pricing supplement have been entered into between the Company and the Joint Bookrunners. 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 approved by 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 ([link]). 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 period, as the case may be, may have a negative impact on the share price of the Company.
About Waga Energy
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