AMOEBA (EPA:ALMIB) - AMOEBA announces the issuance of the second tranche of 26 bonds convertible into shares

Transparency directive : regulatory news

04/05/2020 17:45

PRESS RELEASE

  AMOEBA announces the issuance of the second tranche of 26 bonds convertible
  into shares as part of its bond financing with incentive program with Nice &
                                    Green.

Chassieu (France), May 4, 2020 - AMOEBA (FR0011051598 - AMEBA), producer of a
biological biocide capable of eliminating bacterial risk in water and human
wounds, and a biocontrol product for plant protection, still in trial phase,
announces the issuance of the second tranche of bonds convertible into shares
("OCAs") of its bond financing with incentive program, namely 26 OCAs numbered
from 27 to 52 fully issued to Nice & Green S.A.

This issue is part of the issuance agreement entered into with Nice & Green
S.A. on December 17, 2019 and amendment no. 1 to said agreement entered into on
March 9, 2020, with a view to setting up a bond financing with a profit-sharing
program through the issuance of 312 OCAs with a nominal value of EUR 20,000
each, representing a total nominal amount of the bond issue of EUR 6,240,000
(the "Issuance Agreement")(a).

The relative prospectus to this operation has been approved by the AMF (visa
no. 20-011) on January 16, 2020 (the "Prospectus").

The shareholders' general meeting held on March 13, 2020 (the "General
Meeting") voted in favor of the implementation of this financing by delegating
its authority to the Board of Directors to decide on the issuance of the OCAs
with cancellation of the shareholders' preferential subscription right in favor
of Nice & Green S.A.

The Chairman and Chief Executive Officer of the Company, using the
sub-delegation granted to him by the Board of Directors at its meeting on March
13, 2020, decided, in accordance with the announced issuance schedule (see
press release of March 9, 2020), to issue on May 4, 2020, 26 OCAs numbered from
27 to 52 to the benefit of Nice & Green S.A. corresponding to the second
tranche of the bond financing.

As provided for in the issuance agreement, these OCAs were fully subscribed at
a price equal to 96% of their nominal value, representing a first tranche of
OCAs for a total net amount of EUR 499,200.

It is recalled that under the terms of the Issuance Contract, Amoéba will have
to issue the other 10 tranches of OCAs according to the following issuance
schedule and subject to the satisfaction of certain conditions precedent (see
press release dated December 17,2019):

      Date                            OCA

Thursday 4 june, 2020               53 à 78
Monday 6 july, 2020                 79 à 104
Thursday 6 august, 2020            105 à 130
Friday 4 september, 2020           131 à 156
Tuesday 6 october, 2020            157 à 182
Friday 6 november,, 2020           183 à 208
Friday 4 december, 2020            209 à 234
Wednesday 6 january, 2021          235 à 260
Thursday 4 february, 2021          261 à 286
Thursday 4 march, 2021             287 à 312

(a) See press releases of December 17, 2019 and march 9,2020

As a reminder, the Company maintains on its website a monitoring table of the
OCAs and the number of Amoéba shares in circulation (see Investors section /
Regulatory information and financial documents / Other information).
As of May 4, 2020, 801,232 new shares were created by converting bonds numbered
from 1 to 26, bringing the total number of shares outstanding to 14,381,036
shares.

As an indication, the theoretical impact of the issue of this second tranche of
OCAs is presented in the tables below in accordance with the OCA conversion
formulas described in the Prospectus and on the basis of 92% of the lowest
volume-weighted average trading price of the Amoéba share at closing (as
published by Bloomberg) over the six (6) trading days immediately preceding May
4, 2020, namely 1.744 euros.

- Impact of the issue on the share of shareholders' equity per share
(calculation based on Amoéba's shareholders' equity as at december 31, 2019,
prepared in accordance with International Financial Reporting Standards (IFRS)
adjusted for capital increases completed up to may 4, 2020 i. e. 4,747,049
euros and the number of shares comprising the Company's share capital as at may
4, 2020, i. e. 14,381,036 shares):

                                        Quote-part des capitaux propres au
                                            31 décembre 2019 (en euros) *
                                        Base non diluée        Base diluée**

Avant émission de la 2° tranche            4 747 049             5 337 049

Après émission de 324.111 actions
nouvelles résultant de la conversion
de 26 OCA                                  5 246 249             5 836 249

(*) amount of shareholders' equity at 31 december 2019 prepared in accordance
with IFRS international financial standards and adjusted for capital increases
completed until may 4, 2020
(**) assuming:
. the full exercise of the business creator share subscription warrants and
  share subscription warrants issued and allocated by Amoéba, exercisable or
  not, giving the right to subscribe for 210,000 new shares
. the definitive allocation of the conditional rights to receive 294,000 free
  shares fully subject to a condition of uninterrupted presence.

- Impact of the issue on the participation of a shareholder holding 1% of
Amoéba's share capital prior to the issue of the second tranche (calculation
based on the number of shares comprising Amoéba's share capital as at may 4,
2020, i.e. 14,381,036 shares):

                                          Participation de l'actionnaire (en %)
                                           Base non diluée        Base diluée*

Avant émission de la 2° tranche                  1%                  0,97%

Après émission de 324.111 actions
nouvelles résultant de la conversion
de 26 OCA                                       0,98%                0,95%

(*) assuming:
. the full exercise of the business creator share subscription warrants and
  share subscription warrants issued and allocated by Amoéba, exercisable or
  not, giving the right to subscribe for 210,000 new shares
. the definitive allocation of the conditional rights to receive 294,000 free
  shares fully subject to a condition of uninterrupted presence.

The reader's attention is drawn to the risk factors specific to Amoéba and the
OCAs described in section 2.3 of the summary and chapter 2 of the Prospectus
approved by the Autorité des Marchés Financiers on January 16, 2020 under
number 20-011. As a reminder, the Prospectus is available under the conditions
provided for by the regulations in force. Copies of the Prospectus are
available free of charge at AMOEBA's registered office (38 Avenue des Frères
Montgolfier - 69680 CHASSIEU), on its website (www.amoeba-biocide.com) under
the heading Investors / Regulatory Information and Financial Documents / Other
Information as well as on the AMF website (www.amf-france.org).

About AMOEBA:

Amoéba's ambition is to become a major player in the treatment of bacterial
risk in the fields of water, healthcare and plant protection. Our biological
solution is an alternative to chemical products widely used today. Amoéba is
currently focusing on the market of industrial cooling towers estimated at
EUR1.7Bn (1) on a global chemical biocide market for water treatment, evaluated
at EUR21Bn (2) and on the biocontrol market for plant protection estimated
globally at EUR1.6Bn (4). In the future, the Company is looking at developing
new applications such as chronic wound care, estimated at EUR 751 million (3)
in the USA. Sales of associated products with healthcare, biocides and crop
protection are subject to the Company being granted local regulatory market
authorizations. The Company is currently in a trial phase for biocidal and
plant protection applications and does not market any products.

Created in 2010, based in Chassieu (Lyon, France) with a subsidiary in Canada
and in the United States, Amoéba is quoted on the compartment C of Euronext
Paris. The Company is a member of the BPIfrance Excellence network and is
eligible for the PEA-PME SME equity savings plan setup. More information on
www.amoeba-
biocide.com.

(1) : Amoéba data combined from sources: DRIRE 2013, Eurostat, ARHIA 2013
(2) : Sources combined by Amoéba from water treaters, Freedonia, Eurostat et
MarketsandMarkets
(3): BCC Research, "Markets for Advanced Wound Management Technologies,"
Wellesley, MA, 2017
(4): Biopesticides Worldwide Market 2013, CPL, Wallingford, UK

Contacts :

Amoéba
Valérie FILIATRE
General Manager
+33 (0)4 26 69 16 00
valerie.filiatre@amoeba-biocide.com

Investors and Media Relations
Grégory BOSSON /
Mathieu CALLEUX
Agence Calyptus
+33(0)1 53 65 37 90
gregory.bosson@calyptus.net

Disclaimer
This press release contains certain forward-looking statements concerning
AMOEBA which are based on its own assumptions and hypothesis and on information
that are available to us. However, AMOEBA gives no assurance that the estimates
contained in such forward-looking statements will be verified, which estimates
are subject to numerous risks including the risks set forth in the Universal
Registration Document of AMOEBA filed with the French Financial Markets
Authority (Autorité des Marchés Financiers) on April 30, 2020 under number
D20-0416 and the prospectus approved by the AMF on january 16, 2020 under
number 20-011 (a copy of which is available on www.amoeba-biocide.com). The
forward-looking statements contained in this press release are also subject to
risks not yet known to AMOEBA or not currently considered material by AMOEBA.
The occurrence of all or part of such risks could cause actual results,
financial conditions, performance or achievements of AMOEBA to be materially
different from such forward-looking statements.

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AMOEBA (EPA:ALMIB) - AMOEBA announces the issuance of the second tranche of 26 bonds convertible into shares

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