AMOEBA (EPA:ALMIB) - AMOEBA announces the issuance of the first tranche of 26 bonds convertible into shares as part of its bond financing with incentive program with Nice & Green.

Transparency directive : regulatory news

06/04/2020 17:45

PRESS RELEASE

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

Chassieu (France), April 6, 2020 - 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 first tranche of bonds convertible into shares
("OCAs") of its bond financing with incentive program, namely 26 OCAs numbered
from 1 to 26 fully issued to Nice & Green S.A.

This issue is part of the issuance agreement entered into with Nice & Green
S.A. on December 17, 2019 and amendment no. 1 to said agreement entered into on
March 9, 2020, with a view to setting up a bond financing with a profit-sharing
program through the issuance of 312 OCAs with a nominal value of EUR 20,000
each, representing a total nominal amount of the bond issue of EUR 6,240,000
(the "Issuance Agreement"). (a)

The relative prospectus to this operation has been approved by the AMF (visa
no. 20-011) on January 16, 2020 (the "Prospectus").

The shareholders' general meeting held on March 13, 2020 (the "General
Meeting") voted in favor of the implementation of this financing by delegating
its authority to the Board of Directors to decide on the issuance of the OCAs
with cancellation of the shareholders' preferential subscription right in favor
of Nice & Green S.A.

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 March
13, 2020, decided, in accordance with the announced issuance schedule (see
press release of March 9, 2020), to issue on April 6, 2020, 26 OCAs numbered
from 1 to 26 to the benefit of Nice & Green S.A. corresponding to the first
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 first tranche of
OCAs for a total net amount of EUR 499,200.

It is recalled that under the terms of the Issuance Contract, Amoéba will have
to issue the other 11 tranches of OCAs according to the following issuance
schedule and subject to the satisfaction of certain conditions precedent (see
press release dated December 17,2019):

       Date                                            OCA

Monday 4 may, 2020                                   27 à 52
Thursday 4 june, 2020                                53 à 78
Monday 6 july, 2020                                  79 à 104
Thursday 6 august, 2020                             105 à 130
Friday 4 september, 2020                            131 à 156
Tuesday 6 october, 2020                             157 à 182
Friday 6 november,, 2020                            183 à 208
Friday 4 december, 2020                             209 à 234
Wednesday 6 january, 2021                           235 à 260
Thursday 4 february, 2021                           261 à 286
Thursday 4 march, 2021                              287 à 312

(a) See press releases of December 17, 2019 and march 9,2020

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 an indication, the theoretical impact of the issue of this first 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 6, 2020, namely 0.706 euros.

- Impact of the issue on the share of shareholders' equity per share
(calculation based on Amoéba's shareholders' equity as at december 31, 2019,
  prepared in accordance with International Financial Reporting Standards
(IFRS) i. e. 4,247,849 euros and the number of shares comprising the
  Company's share capital as at April 6, 2020, i. e. 13,579,804 shares):

                         Quote-part des capitaux propres au 31 décembre 2019
                                                (en euros)

                               Base non diluée                  Base diluée*

Avant émission
de la 1° tranche                   4 247 849                       4 837 849
Après émission de
800.398 actions nouvelles
résultant de la conversion
de 26 OCA                          4 747 049                       5 337 049

(**) 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 294,000 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 first tranche (calculation
  based on the number of shares comprising Amoéba's share capital as at April
  6,2020, i.e. 13,579,804 shares):

                                    Participation de l'actionnaire (en %)

                                  Base non diluée              Base diluée*

Avant émission
de la 1° tranche                       1%                      0,96%
Après
émission de
800.398 actions nouvelles
résultant de la conversion
de 26 OCA                           0,94%                      0,91%

(*) 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 294,000 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 2.3 of the summary and chapter 2 of the Prospectus
approved by the Autorité des Marchés Financiers on January 16, 2020 under
number 20-011. 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 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 and the
prospectus approved by the AMF on januaru 16, 2020 under number 20-011 (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 first tranche of 26 bonds convertible into shares as part of its bond financing with incentive program with Nice & Green.

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