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

Transparency directive : regulatory news

15/04/2019 17:45

PRESS RELEASE

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

Lyon (France), April 15thth, 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 fourth tranche of bonds convertible into shares ("OCAs") of its bond
financing with incentive program, namely 26 OCAs numbered from 79 to 104 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 April 15, 2019, 26 OCAs
numbered from 79 to 104 to Nice & Green S.A. corresponding to the fourth
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 8 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

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 April 15, 2019, 750,429 new shares were created by converting bonds
numbered from 1 to 73, bringing the total number of shares outstanding to
6,763,101 shares.

As an indication, the theoretical impact of the issue of this fourth 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
April 15, 2019, namely 2.0866 euros.

- Impact of the issue on the share of shareholders' equity per share
(calculation based on Amoéba's shareholders' equity as at December 31, 2018,
prepared in accordance with International Financial Reporting Standards (IFRS)
adjusted for capital increases completed up to 15 April 2019, i. e. 6,812,690
euros and the number of shares comprising the Company's share capital as at
April 15, 2019, i. e. 6,763,101 shares)

                                      Quote-part des capitaux propres au
                                        31 décembre 2018 (en euros) *

                                       Base non diluée   Base diluée**
Avant émission de la 4° tranche           6 812 690        7 498 690

Après émission de 270.875 actions
nouvelles résultant de la conversion
de la 4° tranche soit 26 OCA              7 311 890        7 997 890

(*) amount of shareholders' equity at 31 December 2018 prepared in accordance
with IFRS international financial standards and adjusted for capital increases
completed until 15 April 2019
(**) 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 7,100 free
   shares fully subject to a condition of uninterrupted presence.
> the conversion of 5 OCAs issued as Tranche 3 and not yet converted as at
  April 15, 2019

- Impact of the issue on the participation of a shareholder holding 1% of
Amoéba's share capital prior to the issue of the fourth tranche (calculation
based on the number of shares comprising Amoéba's share capital as at 15 April
2019 2019, i.e. 6,763,101 shares):

                                    Participation de l'actionnaire (en %)

                                       Base non diluée   Base diluée*

Avant émission de la 4° tranche               1%            0,96%

Après émission de 270.875actions
nouvelles résultant de la conversion
de la 4° tranche soit 26 OCA                0,96%           0,93%

(*) 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 7,100 free
   shares fully subject to a condition of uninterrupted presence.
> the conversion of 5 OCAs issued as Tranche 3 and not yet converted as at
   April 15, 2019

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

Contact :

Amoéba
Valérie FILIATRE
Directeur administratif et Financier
04 26 69 16 00
valerie.filiatre@amoeba-biocide.com

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.

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

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