AMOEBA (EPA:ALMIB) - 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.
Transparency directive : regulatory news
15/02/2019 17:45
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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.
Lyon (France), February 15th, 2019 - 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, 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.
It is recalled that the general meeting of Amoéba shareholders held on 14
January 2019 (the "General Meeting") voted in favor of setting up this
financing by delegating its authority to the Board of Directors to decide to
issue bonds convertible into shares with cancellation of shareholders'
preferential subscription rights to Nice & Green (see press release dated 16
January 2019).
The Chairman and Chief Executive Officer, using the sub-delegation granted to
him by the Board of Directors at its meeting on 16 January 2019, decided, in
accordance with the announced issuance schedule (see press releases dated 20
December 2018 and 16 January 2019), to issue on February 14, 2019, 26 OCAs
numbered from 27 to 52 to 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 second tranche of
OCAs for a total net amount of EUR499,200.
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 releases dated 20 December 2018 and 16 January 2019):
Date Number of OCAs issued
15 march 2019 53 to 78
15 april 2019 79 to 104
20 may 2019 105 to 130
18 june 2019 131 to 156
17 july 2019 157 to 182
16 august 2019 183 to 208
16 september 2019 209 to 234
15 october 2019 235 to 260
15 november 2019 261 to 286
16 décember 2019 287 to 312
The above schedule may be modified and/or adjusted by mutual agreement between
the Company and Nice & Green or in accordance with the provisions of the
Issuance Agreement, provided that its duration does not exceed the period of
validity of the delegation of authority granted by the General Meeting (see
press release dated 20 December 2018).
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
February 15, 2019, 216,714 new shares were created by converting bonds numbered
from 1 to 21, bringing the total number of shares outstanding to 6,229,386
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
February 15, 2019, namely 2.0349 euros.
- Impact of the issue on the share of shareholders' equity per share
(calculation based on Amoéba's shareholders' equity as at June 30, 2018,
prepared in accordance with International Financial Reporting Standards
(IFRS), i. e. 8,087,041 euros and the number of shares comprising the
Company's share capital as at February 15, 2019, i. e. 6,229,386 shares)
Quote-part des capitaux propres
au 30 juin 2018 (en euros)
Base non diluée Base diluée*
Avant émission de la seconde tranche 8 087 041 9 122 541
Après émission de 277 762 actions
nouvelles résultant de la conversion
des 26 OCA (Tranche 2) 8 586 241 9 621 741
Après émission de 3 108 795 actions
nouvelles résultant de la conversion
des 312 OCA (Totalité des tranches) 14 077 441 15 112 941
(*) 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 457,500 new shares as
well as the definitive allocation of the conditional rights to receive 7,100
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 15
February 2019, i.e. 6,229,386 shares)
Participation de l'actionnaire
(en %)
Base non diluée Base diluée*
Avant émission de la seconde tranche 1% 0.93%
Après émission de 277 762 actions
nouvelles résultant de la conversion
des 26 OCA (Tranche 2) 0.96% 0.89%
(*) 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 457,500 new
shares as well as the definitive allocation of the conditional rights to
receive 7,100 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 financing program settlement
(calculation based on the number of shares comprising Amoéba's share
capital as at 16 January 2019, i.e. 6,012,672 shares):
Participation de l'actionnaire
(en %)
Base non diluée Base diluée*
Avant émission des OCA 1% 0.93%
Après émission de 3.108.795 actions
nouvelles résultant de la conversion
des 312 OCA 0.64% 0.61%
(*) 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 457,500 new shares as
well as the definitive allocation of the conditional rights to receive 7,100
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 D of the summary and chapter 2 of the Prospectus
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
Directeur administratif et Financier
04 26 69 16 00
valerie.filiatre@amoeba-biocide.com
Actifin
Ghislaine GASPARETTO
Communication financière
01 56 88 11 11
ggasparetto@actifin.fr
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 reference
document of AMOEBA filed with the French Financial Markets Authority (Autorité
des Marchés Financiers) on April 27, 2018 (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.