AMOEBA (EPA:ALMIB) - AMOEBA announces the issuance of the third tranche of 60 bonds convertible into shares
Transparency directive : regulatory news
07/10/2021 17:45
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PRESS RELEASE
AMOEBA announces the issuance of the third tranche of 60 bonds convertible
into shares as part of its new bond financing with incentive program with
Nice & Green S.A.
Chassieu (France), October 7, 2021 - 5.45 pm - AMOEBA (FR0011051598 - ALMIB),
producer of a biological biocide capable of eliminating bacterial risk in water
and human wounds, and a biocontrol product for plant protection, still in a
development phase, announces the issuance of the third tranche of bonds
convertible into shares ("OCAs") of its new bond financing with incentive
program, namely 60 OCAs numbered from 121 to 180 fully issued to Nice & Green
S.A.
This issue is part of the agreement entered into with Nice & Green S.A. on
December 16, 2020 with a view to setting up a bond financing with a
profit-sharing program through the issuance of 480 OCAs with a nominal value of
EUR 50,000 each, representing a total nominal amount of the bond issue of EUR
24,000,000 (the "Issuance Agreement").(1)
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 June
24, 2021, decided to issue on October 6, 2021, 60 OCAs numbered from 121 to 180
to the benefit of Nice & Green S.A. corresponding to the third 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 third tranche of
OCAs for a total net amount of EUR 2,880,000.
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 /
Regulatories information / Other information).
As an indication, the theoretical impact of the issue of this third tranche of
OCAs is presented in the tables below in accordance with the OCA conversion
formulas 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 October 6, 2021, namely 1.5626 euros.
- Impact of the issue on the share of shareholders' equity per share
(calculation based on Amoéba's shareholders' equity as at june 30, 2021,
prepared in accordance with International Financial Reporting Standards
(IFRS) adjusted for capital increases completed up to October 6, 2021
i. e. 1,863,193 euros and the number of shares comprising the Company's
share capital as at October 6, 2021, i. e. 18,418,729 shares) :
(1) See press release of December 21, 2020
Quote-part des capitaux propres
au 30 juin 2021 (en euros) *
Base non diluée Base diluée**
Avant émission de la tranche 3 1 863 193 5 947 193
Après émission de 2 086 823 actions
nouvelles résultant de la conversion
de 60 OCA 4 743 193 8 827 193
(*) amount of shareholders' equity at 30 june 2021 prepared in accordance with
IFRS international financial standards and adjusted for capital increases
completed until October 6, 2021
(**) 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 200,000 new shares
> the definitive allocation of the conditional rights to receive 280,000 free
shares fully subject to a condition of uninterrupted presence.
> the conversion of 25 bonds issued on tranche 1 and 60 bonds issued on
Tranche 2 and not yet converted at October 6, 2021
- Impact of the issue on the participation of a shareholder holding 1% of
Amoéba's share capital prior to the issue of the third tranche (calculation
based on the number of shares comprising Amoéba's share capital as at October
6, 2021, i.e. 18,418,729 shares) :
Participation de l'actionnaire (en %)
Base non diluée Base diluée*
Avant émission de la tranche 3 1% 0,84%
Après émission de 2 086 823 actions
nouvelles résultant de la conversion
de 60 OCA 0,90% 0,77%
(*) 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 200,000 new shares
> the definitive allocation of the conditional rights to receive 280,000 free
shares fully subject to a condition of uninterrupted presence.
> the conversion of 25 bonds issued on tranche 1 and 60 bonds on tranche 2 and
not yet converted at october 6 , 2021
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 Euronext Growth. 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-nature.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
Directeur Général Adjoint
+33 4 26 69 16 00
v.filiatre@amoeba-nature.com
Calyptus
Relations investisseurs & Presse
Grégory BOSSON / Mathieu CALLEUX
+33 1 53 65 37 90 /91
amoeba@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 12, 2021 under number
D21-0289 (a copy of which is available on www.amoeba-nature.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.