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Green hydrogen group ReNu Energy (ASX: RNE) is poised to transform into a truck electrification company through a reverse takeover of Janus Electric Holdings in a deal that will value the business at $24.5 million.
The Brisbane-based company, which is to be renamed Janus Electric Holdings following the buyout, is raising up to $10 million to facilitate the transition, with the new capital to be used as working capital to ramp up Janus Electric’s existing operations.
The reverse takeover follows ReNu Energy’s sale of its Countrywide Hydrogen Business, including its flagship Tasmanian green hydrogen project, which was announced in February.
Once completed, the sale will leave ReNu Energy a “clean listed vehicle without any material debts or liabilities”. The green hydrogen sale followed the divestment in December of the company’s geothermal assets in the Cooper Basin.
ReNu Energy, which has largely focused on green hydrogen infrastructure for the heavy road transport sector, says the transition will see the company at the forefront of the electrification of heavy road transport through Janus Electric’s unique swappable battery solution.
Janus Electric, a NSW Central Coast operation founded in 2019 by Lex Forsyth and Bevan Dooley, converts diesel-engine trucks in the commercial road transport and logistics sector to electric power using its patented Charge and Change system.
The system enables a four-minute battery swap rather than hours of downtime typically required for fixed-battery electric trucks, which the company says removes a key barrier for truck operators to convert to electric.
The Janus system is currently being used by several major operators such as Cement Australia and Qube, with the company revealing that there is strong market demand for repeat orders.
The prospectus for the capital raise reveals that Janus has already facilitated the conversion of 23 trucks, with a total of 142 binding orders in the pipeline. The company says a minimum of 39 truck conversions are scheduled to occur in the 18 months following completion of the takeover.
“Janus is the only company globally with the charge and change proprietary technology converting Class-8 prime mover trucks to electric that we can find, providing an efficient and economic electrification solution for the heavy transport industry while supporting the transition to net zero emissions,” says Ian Campbell, the former head of debt capital markets at Citi, who is being appointed managing director of Janus Electric Holdings as part of the transaction.
“The proposed capital raising and listing has the ability to unlock outstanding growth opportunities including the scaling of our operations, increased infrastructure and accelerated market adoption.”
Co-founder Forsyth, who comes from three generations of “truckies”, will be chief operating officer of the company.
The planned capital raising comprises the issue of between 40 million and 50 million shares at 20c each to raise between $8 million and $10 million.
Funds from the capital raising will be used to invest in inventory, additional battery packs and charging stations, workshop upgrades, R&D, product and market development, and working capital.
“We believe that the proposed acquisition of Janus provides current shareholders and incoming shareholders with an opportunity to participate in a transformative clean energy company that has the potential to deliver shareholder returns,” ReNu Energy’s current managing director Greg Watson writes in the prospectus.
“Led by a disciplined and experienced senior management team, alongside Janus’ founders, Janus has demonstrated strong performance since its inception.
“The proposed acquisition of Janus Electric represents a pivotal opportunity to scale a validated technology platform featuring a unique four-minute battery exchange, driving the transformation of heavy road transport electrification in Australia.”
Watson says once the takeover is finalised, the team’s focus will be on “generating annuity cash flows and building a sustainable national business”.
“Janus is dedicated to delivering long-term value to its shareholders by prioritising operational efficiency, innovation, sustainability, and maximising converted trucks on the road,” he says.
The change in direction for ReNu Energy comes on the heels of a tough market for green hydrogen projects nationally which has seen some of the industry’s biggest proponents, including Andrew Forrest, exit the sector.
“Given the current unfavourable market conditions for green hydrogen investment, the company has decided to pursue alternative opportunities, recognising that hydrogen is a capital-intensive sector requiring substantial upfront investment in infrastructure, with revenue generation anticipated primarily in the long term,” says ReNu Energy in the prospectus.
“Following the completion of the proposed acquisition, the company will focus on heavy road transport electrification using Janus’ swappable battery technology, which includes truck conversions and swappable battery production.
“It will generate immediate revenue from conversion fees, battery and charge station hire, recharging services and subscription fees for the Janus Ecosystem.”
Janus is an unlisted public company with less than 50 shareholders and headquartered at Berkeley Vale south of Newcastle.
The company operates a network of charging stations across NSW, Victoria, South Australia, Western Australia and Queensland. In 2023, Janus established a US subsidiary with plans to take its technology to global markets.
The prospectus reveals a near doubling of revenue to $2.73 million for Janus in FY24, although the company delivered an EBITDA loss of $3.46 million for the period – down from a $5.46 million loss the previous year.
ReNu Energy says the latest result was impacted by a recall of 34 of Janus Electric’s JSB systems in November 2023 and March 2024, limiting revenue growth as the focus was on remediating the existing battery fleet to put the JSBs back into service, rather than deliver on new projects.
ReNu Energy notes in the prospectus that the trend towards electric heavy vehicles is gaining momentum in Australia where the transport sector is responsible for about 17 per cent of Australia’s total carbon emissions.
The company’s target market is the more than 124,00 registered prime movers in Australia, and the estimated 5,000 prime movers sold nationally every month.
ReNu Energy will begin trading on the ASX as Janus Electric Holdings on 22 April 2025, following the completion of the acquisition on 11 April.
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