AMOEBA (EPA:ALMIB) - Amoéba: Project to transfer Amoéba's shares to the Euronext Growth Paris market

Transparency directive : regulatory news

27/03/2020 18:00

PRESS RELEASE

  Project to transfer Amoéba's shares to the Euronext Growth Paris market

Chassieu (France), March 27, 2020 - AMOEBA (FR0011051598 - AMEBA), producer of
a biological biocide capable of eliminating the risk in water and human wounds,
and of a biocontrol product for plant protection, still in the testing phase,
announces that the Board of Directors, who met today, has decided to put to the
vote of the company's shareholders at a general meeting scheduled for 28 May
2020, the project transfer of the listing of its shares from the Euronext Paris
regulated market (compartment C) to the Euronext Growth Paris multilateral
trading facility.

This project aims to enable Amoéba to be listed on a more suited market to its
size and market capitalization. The transfer to Euronext Growth Paris should
also simplify the Company's operations and reduce the costs related to its
listing, while enabling it to continue to benefit from the financial markets
appeal.

Amoéba meets the required eligibility conditions to consider such transfer on
Euronext Growth Paris, with notably a market capitalization of less than EUR1
billion and a free float of more than EUR2.5 million.

Subject to the project approval by the shareholders at an ordinary general
meeting and the agreement of Euronext, this listing will be carried out through
a procedure for the direct admission to trading of the Company's existing
shares, without the issue of new shares.

Main consequences of the proposed transfer (non-exhaustive list)

In compliance with regulations in force, Amoéba informs its shareholders of
the consequences of such a transfer:

In terms of minority shareholders protection:

* the protection of minority shareholders, in the event of a change of control,
  will be ensured on Euronext Growth Paris by a mandatory public offer
  mechanism in the event that the threshold of 50% of the capital or voting
  rights is crossed, directly or indirectly, alone or in concert;

* companies listed on Euronext Growth Paris must only disclose to the market,
  in terms of changes in shareholding, when thresholds (upwards or downwards)
  of 50% and 90% of the capital or voting rights are met;

* in accordance with legal provisions, Amoéba will remain subject, for a
  period of 3 years from the date of its delisting from the Euronext market, to
  the mandatory public offer regime and to the maintenance of the disclosure
  obligations relating to the threshold upwards or downwards as applicable for
  companies listed on Euronext.

In terms of periodic financial reporting, there are lighter requirements,
including, without claiming to be exhaustive:

* extension to 4 months following the end of the half-year period of the
  deadlines for publication of half-yearly financial statements, including a
  balance sheet, an income statement and comments on the period;

* lightening of the information required in the corporate governance report and
  the management report.

The Company will publish, within four months of the closing date, an annual
report including its annual (and consolidated) financial statements, a
management report and the Statutory Auditors reports. The Company will choose,
with a view of transparency for its investors and shareholders, to maintain the
IFRS standards application. It will also prepare a report on corporate
governance (lighter content). Within four months of the end of the first half
of the year, it will publish a half-yearly report including its interim
financial statements and a management report relating to these financial
statements.

In terms of permanent and regulated information:

Amoéba will continue to provide accurate, precise and truthful information,
making public any insider information concerning the Company, in accordance
with the European Market Abuse Regulation (MAR) which also applies to companies
listed on Euronext Growth Paris.

Regulated information (and in particular insider information) must always be
effectively and in fully released. The Company will continue to use a
professional wire.

Impact on the share liquidity:

As this is an unregulated market, the transfer to Euronext Growth Paris could
result in a change in the liquidity of the share that differs from the
liquidity observed since the start of the Company's listing on the Euronext
Paris regulated market. Such a transfer could also lead some investors,
preferring securities of issuers listed on a regulated market, to sell their
Amoéba's shares.

Indicative timetable for the proposed transfer to Euronext Growth Paris
(subject to the agreement of Euronext)

If the shareholders vote in favor of the transfer, the admission to Euronext
Growth will take place within a minimum period of two months after the general
meeting. Amoeba will be accompanied in its proposed transfer to Euronext Growth
by Portzamparc as listing-sponsor.

March 27, 2020:
Publication of a press release on the operation project

May 28, 2020:
o Shareholders' Meeting authorizing the transfer of shares on Euronext Growth
  Paris;
o Board of Directors deciding on the transfer;
o Request to delist the shares from Euronext Paris and request for their
  admission to Euronext Growth.
o Information relating to the final transfer decision (second press release)

July 23, 2020:
Notification by Euronext of its decision to admit the shares to Euronext Growth
Paris (release of an admission notice by Euronext)

July 24, 2020:
Publication of a press release by the Company announcing the transfer to
Euronext Growth Paris and posting of the information document online

As of July 29, 2020:
Listing of Amoéba's ordinary shares on Euronext Growth Paris

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 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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AMOEBA (EPA:ALMIB) - Amoéba: Project to transfer Amoéba's shares to the Euronext Growth Paris market

Transparency directive : regulatory news

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