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

Transparency directive : regulatory news

18/07/2019 17:45

PRESS RELEASE

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

Lyon (France), july 18, 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, still in trial phase,
announces the issuance of the seventh tranche of bonds convertible into shares
("OCAs") of its bond financing with incentive program, namely 26 OCAs numbered
from 157 to 182 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 July 17, 2019, 26 OCAs numbered
from 157 to 182 to Nice & Green S.A. corresponding to the seventh 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 seventh 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 5 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
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 july 17, 2019, 1,375,987 new shares were created by converting bonds
numbered from 1 to 131, bringing the total number of shares outstanding to
7,388,659 shares.

As an indication, the theoretical impact of the issue of this seventh 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
July 17, 2019, namely 1.772 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 July 17, 2019, i. e. 7,926,290
euros and the number of shares comprising the Company's share capital as at
July 17, 2019, i. e. 7,388,659 shares)

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

Avant émission de la 7° tranche              7 926 290         8 996 290

Après émission de 318.899 actions
nouvelles résultant de la conversion
de la 7° tranche soit 26 OCA                 8 425 490         9 495 490

(*) amount of shareholders' equity at 31 December 2018 prepared in accordance
with IFRS international financial standards and adjusted for capital increases
completed until July 17, 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 3,980
   free shares fully subject to a condition of uninterrupted presence.
- the conversion of 25 OCAs issued as Tranche 6 and not yet converted as
   at July 17, 2019

- Impact of the issue on the participation of a shareholder holding 1% of
  Amoéba's share capital prior to the issue of the seventh tranche (calculation
  based on the number of shares comprising Amoéba's share capital as at July 17
  2019, i.e. 7,388,659 shares):

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

Avant émission de la 7° tranche                  1%             0,93%

Après émission de 318.899 actions
nouvelles résultant de la conversion
de la 7° tranche soit 26 OCA                  0,96%             0,90%

(*) 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 3,980
   free shares fully subject to a condition of uninterrupted presence.
- the conversion of 25 OCAs issued as Tranche 6 and not yet converted as
   at July 17, 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
approved by the Autorité des Marchés Financiers on 20 December 2018 under
number 18-575. 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 Relations
Grégory BOSSON
Agence Calyptus
+33(0)1 53 65 37 90
gregory.bosson@calyptus.net

Medias relations
Constance LOZET
Agence Ekno
+33(0)7 78 41 19 70
constance.lozet@ekno.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 25, 2019 under number D19-0383 (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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