WasteCo attracts Singapore investor with path to 50.1% stake

Navaa targets 50.1% of WasteCo

WasteCo Group Limited (NZX:WCO) has secured a potential $9.07 million investment from Singapore-based Navaa Holdings, in a deal that could hand the investor majority voting control of the waste services company. The arrangement begins with $3 million of funding and could expand into a 50.1% stake if the second stage clears its conditions.

Navaa has agreed to subscribe for 287.7 million new WasteCo shares at $0.007 each, worth $2.014 million, alongside a $985,997 loan advance. The loan carries interest at 8% a year, with principal and accrued interest due for repayment in 18 months. WasteCo says both components are scheduled to complete within the next week.

Second subscription requires approval and due diligence

The more consequential step is a conditional subscription for a further 867.8 million shares at the same issue price, representing an additional equity investment of $6.074 million. That subscription is scheduled for 3 May 2027, but depends on Navaa completing due diligence to its satisfaction by 15 February and receiving shareholder approval under the Takeovers Code and NZX Listing Rules.

The proposed funding arrives after WasteCo's $2 million share placement was announced at the same $0.007 issue price in September. The latest agreement is materially larger and combines immediate funding with a possible change in the company's ownership structure, although the announcement does not state how many shares WasteCo has on issue before the initial subscription.

Board rights and anti-dilution protections

Navaa will be entitled to nominate a director under the initial arrangement. If the subsequent subscription proceeds, it would gain the right to appoint a majority of WasteCo's directors, alongside the 50.1% voting position.

The agreement also gives Navaa an anti-dilution right. For new shares issued within 24 months of the initial subscription, the investor would be offered additional shares at $0.007. After that period, the offer would be made on the same terms, including price, as any shares issued to third parties. WasteCo says the loan and accrued interest could also be converted into shares at $0.007, at Navaa's election, to help satisfy part of the second subscription.

WasteCo described Navaa as part of the Ramky Group and a wholly owned subsidiary of Renvion Solutions Private Limited, with international experience in waste and industrial services. The company said Navaa would contribute intellectual capital and commercial expertise, but the announcement does not quantify any operational benefits or identify the investor's nominated director.

The next hard markers are the completion of the initial funding, the outcome of due diligence, and the shareholder meeting materials, including an independent adviser's report. Until those steps are cleared, the $6.07 million second subscription and the proposed transfer of majority control remain conditional rather than settled.