AMOEBA (EPA:ALMIB) - AMOEBA RENEWS A FINANCING LINE OF UP TO €23M WITH NICE & GREEN TO SUPPORT ITS DEVELOPMENT

Transparency directive : regulatory news

21/12/2020 17:45

PRESS RELEASE

  AMOEBA RENEWS A FINANCING LINE OF UP TO EUR23M WITH NICE & GREEN TO SUPPORT
                                ITS DEVELOPMENT

This new 24-month financing line is intended to give Amoéba the means to
finance its key activities, in particular the development of its biocontrol
product, and to restructure its debt.

It can be suspended or terminated by Amoéba at any time.

Chassieu (France), December 21, 2020 - 5.45 pm- AMOEBA (FR0011051598 - ALMIB),
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 the signature of a new contract for the issue of bonds
convertible into shares with a profit-sharing programme (OCAPI) and a
subordination agreement between Amoéba, Nice & Green SA and the European
Investment Bank (EIB).

"The relationship of mutual trust that we have developed with Nice & Green over
the last 2 years has naturally led us to set up this new line of financing,
unprecedented in the history of Amoéba.
This operation will enable us to develop our biocontrol application worldwide
on field crops, to continue the examination of our regulatory files and to
restructure the company's debt while strengthening its equity", says Valérie
FILIATRE, Deputy Managing Director of Amoéba.

Legal framework of the operation

Acting on a delegation from the Board of Directors and in accordance with the
20th resolution of the Combined General Meeting of Shareholders of 24 June 2020
relating to capital increases reserved for categories of persons(1), the
Company has decided to set up this financing line, provided by Nice & Green SA,
a private company under Swiss law specialising in providing financing solutions
tailored to listed companies (the "Investor").

On 16 December 2020, Amoéba signed a contract for the issue of bonds
convertible into shares (the "OCA") with a profit-sharing programme (the
"Contract") for a total nominal amount of EUR23 million for the benefit of the
Investor.

Characteristics of the OCAs:

In accordance with the terms of the Agreement, the Investor has undertaken,
except in the event of usual events of default, to subscribe to OCAs in
tranches issued quarterly in accordance with the following schedule:
- the first six (6) tranches consisting of sixty (60) OCAs;
- one (1) tranche composed of forty (40) OCAs; and
- an additional optional tranche of eighty (80) OCAs.

(1) Investor section / Regulatory information and financial documents / General
Meetings / 2020 / General Meeting of 28 May 2020: Agenda and text of
resolutions

This schedule allows for a regular financing of the Company while limiting the
impact on the share price. This new financing will be effectively launched at
the end of the convertible bond issue plan currently in place between the
Company and the Investor, the last tranche of which is due to be issued in
March 2021 (see press release of 06 April 2020).

The OCAs have a nominal value of fifty thousand (50,000) euros each. They will
be subscribed at a unit price equal to ninety-six percent (96%) of their
nominal value, i.e. forty-eight thousand (48,000) euros each.

The OCAs will be non-interest bearing and will have a maturity of 12 months
from the date of issue. Except in the event of an event of default(2) and
subject to the provisions below relating to the conversion of the OCAs, the
matured and unconverted OCAs will be converted into shares on a mandatory
basis.

In the event of an event of default, the Investor may require Amoéba to redeem
in cash and at par value all OCAs subscribed by the Investor at that date.

The OCAs will be transferable under certain conditions, will not be the subject
of an application for admission to trading on Euronext Growth in Paris and will
therefore not be listed.

Under the terms of the issuance agreement, Amoéba and the Investor have a
suspension option allowing them to suspend the issuance and the correlative
subscription of the OCA corresponding only to the tranche and/or the second
tranche immediately following their decision of suspension for a maximum period
of 2 months(3).

Amoéba will be able to exercise this suspension option, at its own discretion,
at any time during the commitment period, without having to justify its
decision.

Amoéba retains the right to terminate the Contract at any time.

Conversion of the OCAs:

The OCAs may be converted into Amoéba shares at the request of the holder at
any time, according to the conversion parity determined by the formula below:

N = Vn / P

where,

(2) Events of default include the delisting of the Amoéba share, the
announcement of a takeover of Amoéba and the occurrence of a significant
adverse event.
(3) The event giving rise to the Investor's suspension option may in particular
correspond to the issue, on or off market, of ordinary shares, shares
conferring special rights or obligations, bonds, warrants or other securities
giving or not giving access to Amoéba's capital.

"N" corresponding to the number of new Amoéba ordinary shares to be issued
upon conversion of an OCA;

"Vn" corresponding to the nominal value of the OCAs;

"P" corresponds to 92% of the lowest volume weighted average closing price of
the Amoéba share (as published by Bloomberg) over the six (6) trading days
immediately preceding the date of receipt by Amoéba of a conversion request;
it should be noted that "P" may not be less than the nominal value of an
Amoéba share (currently Euro 0.02).

At its sole discretion, Amoéba may decide, upon receipt of an OCA conversion
request, to :
- deliver new or existing Amoéba shares at the conversion parity defined
above; or
- pay an amount in cash to each relevant holder determined by the formula
below:

V=Vn/0.97

where,

"V" corresponding to the amount in cash to be repaid to the Investor;

"Vn" corresponding to the nominal value of the OCAs.

Should the market price of the Company during any trading session on Euronext
(or another market, as the case may be) reach two hundred per cent (200%) of
the nominal value of the Shares (ie 0.04 Euro, the nominal value of the Shares
of the Issuer currently being 0.02 Euro), the Company has undertaken to
immediately convene an Extraordinary General Meeting of Shareholders, which
shall be held within a maximum period of forty-five (45) calendar days from the
date on which the market price of the Shares has reached two hundred percent
(200%) of their nominal value, in order to decide on a share split or a
reduction of the share capital so that the nominal value of the Shares is at
least halved and subject to the approval of the shareholders of the Issuer for
the share split or the reduction of the share capital, proceed as soon as
possible with such transaction. The Investor will have the right (i) to
terminate the Agreement or (ii) to immediately suspend the payment of a Tranche
pending the convening of an extraordinary general meeting of shareholders.

Subordination of the OCAs:

The parties have further agreed in principle to fully subordinate(4) the
repayment of the Investor i) to the loan agreement between Amoéba and the
European Investment Bank dated 6 October 2017, in the amount of euro twenty
million (20,000,000) (see press release dated 6 October 2017) (5)and ii) to the
potential debt arising from the Share Subscription Warrant issuance agreement
entered into between Amoéba and the European Investment Bank dated 31 March
2020 (see press release dated 31 March 2020).

(4) The full subordination implies that no cash claim of the Investor could be
paid until the EIB has been fully repaid under the loan agreement of 6 October
2017, including in the event of default under the Agreement.
(5) As a reminder, only the 1st instalment of the EUR5,000,000 loan was paid to
the company. The 2 other 2 instalments were cancelled as the company did not
meet the triggering criteria provided for in the contract.

The terms and conditions for the subordination of the Investor's repayment to
the European Investment Bank gave rise on 16 December 2020 to the signature of
a subordination agreement between Amoéba, the Investor and the European
Investment Bank.

This issue does not give rise to the preparation of a prospectus subject to
approval by the Autorité des Marchés Financiers (AMF).

Profit-sharing plan:

The Investor has agreed to set up a profit-sharing plan designed to enable
Amoéba to participate in the possible positive financial result achieved by
the Investor.

This profit-sharing plan consists of the allocation in cash to the Company of a
portion of any capital gain that it may realize on the sale of shares resulting
from the conversion of the OCAs.

The purpose of such a plan is based on the principle that good management of
the resources made available to the Company by the Investor will enable the
Company to evolve positively in its development as well as in the creation of
value, thus making the eventual disposal of the securities resulting from the
conversion of the OCAs easier.

In addition, under the contract for the issue of bonds convertible into shares
with a profit-sharing plan, signed on December 16, 2019 and amended on March 9,
2020 (see press release of March 9, 2020), the profit-sharing plan is still in
progress. No amount has been paid by the Investor to Amoéba. As a reminder,
this agreement stipulates that the Investor will pay Amoéba the amount of the
profit-sharing within 60 days following the sale of all the shares issued upon
conversion of the OCAs subscribed during the commitment period.

Use of proceeds:

The issue by Amoéba of the OCAs and the possible issue of new shares for which
admission to trading will be requested, is intended to ensure the continuity of
operations until September 2023(6) and in particular to finance:

  i) current expenditure linked to the activity over the funding period,
including operational expenditure, research and development activities on
biocontrol applications and support for applications for authorisation of the
biocidal active substance and the plant protection substance in Europe and the
United States(7);
  ii) the repayment of the EIB loan and capitalised accrued interest scheduled
in November 2022 and amounting to EUR11.8m.

(6) Subject to the fulfilment of the usual conditions precedent and the absence
of cases of default.
(7) Cf. Document d'Enregistrement Universel de la Société déposé le 30
avril 2020, le Rapport Financier Semestriel publié le 30 septembre 2020 et la
communication de la Société sur l'avancement règlementaire et commercial des
projets de développement pour les applications de biocide et de
biocontrôle.

Communication:

The number of shares resulting from the conversion of the OCAs will appear in
Amoéba's communication on regulated information relating to the number of
shares and voting rights outstanding. To this end, Amoéba will make available
on its website (http://www.amoeba-biocide.com/fr) a table monitoring the number
of outstanding OCAs and shares issued upon conversion of the OCAs (Section
Investors/Regulatory Information and Financial Documents/ Other Information)
and will update this table within a reasonable period of time following receipt
of a conversion notice sent by the Investor.

New shares resulting from the conversion of the OCAs:

The new shares issued upon conversion of the OCAs will carry current dividend
rights. They will have the same rights as those attached to the existing
ordinary shares of Amoéba and will be listed on the Euronext Growth market on
the same trading line (ISIN Code FR0011051598/ ALMIB mnemonic code).

Risks related to the issue:

                                                                 Criticality
Nature of Risk                  Risk description                level of risk

The total amount of OCA    The issue of all the OCAs by the          High
subscriptions is not       Company and the receipt of the total
guaranteed.                subscription amount is subject to
                           the fulfilment of all the conditions
                           precedent provided for in the
                           Agreement.

Risk of dilution           In the event of the issue of new          High
                           shares resulting from the conversion
                           of the OCAs, shareholders will see
                           their stake in the Company's share
                           capital significantly diluted. These
                           new shares are intended to be sold by
                           the Investor on the market at very
                           short notice after the conversion of
                           the OCAs. Shareholders have been
                           significantly diluted by the OCA
                           programmes authorised by (i) the
                           Company's general meeting of 14 January
                           2019 and (ii) the Company's general
                           meeting of 13 March 2020.

Risk of volatility
of the Company's shares    The market price of the Company's         High
                           shares could fluctuate significantly
                           in response to various factors,
                           including in particular announcements
                           made by the Company regarding the
                           authorisation process for the active
                           substance, as was the case on 26 April
                           2018 following the announcement of
                           the decision by the ECHA to refuse
                           authorisation of the biocide or on
                           19 August 2019 following the
                           announcement of the withdrawal of the
                           dossier by the EPA. Following these
                           announcements, the Company's share
                           price fell significantly.

Share price risk           The sale by the Investor of the new       High
                           shares issued or the existing shares
                           remitted is likely to have an
                           unfavourable impact on the AMOEBA
                           share price.

In addition, the Company's Universal Registration Document filed on 30 April
2020 with the "Autorité des Marchés Financiers" and the Company's Half-Yearly
Report 2020 present the risk factors relating to the Company, in particular
those relating to the consequences of the health crisis linked to Covid- 19.

Shareholding and Governance:

The new shares are intended to be sold by the Investor at very short notice on
the market after conversion of the OCAs. The Investor does not wish to be a
long-term shareholder of the Company.

Consequently, Nice & Green's policy is not to integrate the governance of the
companies in which it invests and does not intend to seek representation on the
Company's Board of Directors.

Theoretical impact of the OCA issue:

The theoretical impact of the OCA issue is calculated on the basis of the
lowest volume-weighted average daily closing price of the Amoéba share prior
to December 16, 2020 over the last six days, namely EUR 3.5697.

As an indication, the impact of the issuance of 480 OCAs would be as follows:

- Impact of the issue on shareholders' equity (calculation based on Amoéba's
shareholders' equity at June 30, 2020 established in accordance with
International Financial Standards (IFRS) and adjusted for capital increases
carried out up to December 16, 2020, i.e. 5,670,164 euros and the number of
shares making up the Company's share capital at December 16, 2020, i.e.
16,367,761 shares):

                                       Shareholders' equity at 30 June 2020
                                                   (in euros) *
                                        Non diluted              Diluted
                                           basis                  basis**

Before the new OCAPI operation            5 670 164              7 171 764

After the issue of 7,307,885 new
shares resulting from the conversion
of 480 OCAs                              28 710 164             30 211 764

(*) amount of shareholders' equity at 30 June 2020 established in accordance
with IFRS and adjusted for capital increases carried out up to 16 December
2020.
(**) assuming:
- the full exercise of the warrants for business creator shares and the share
warrants issued and allocated by Amoéba, exercisable or not, giving the right
to subscribe for 200,000 new shares
- the definitive allocation of conditional rights to receive 530,000 free
shares subject to a condition of continuous presence.
- the conversion of 78 OCAs to be issued in 3 tranches and not yet converted at
December 16, 2020

- Impact of the issue on the interest of a shareholder holding 1% of Amoéba's
share capital prior to the issue (calculation based on the number of shares
comprising Amoéba's share capital at December 16, 2020, i.e 16,367,761
shares).

                                         Shareholder participation (in %)
                                         Non diluted              Diluted
                                            basis                 basis**

Before the new OCAPI operation                1%                   0,93%

After the issue of 7,307,885 new
shares resulting from the conversion
of 480 OCAs                                  0,69%                 0,66%

(*) assuming :
- the full exercise of the warrants for business creator shares and share
warrants issued and allocated by Amoéba, exercisable or not, giving the right
to subscribe for 200,000 new shares
- the definitive allocation of conditional rights to receive 530,000 free
shares fully subject to a condition of uninterrupted presence.
- the conversion of 78 OCAs to be issued in 3 tranches and not yet converted at
December 16, 2020

The weighted average price used to calculate dilution is the lower of the
volume-weighted average closing price of the Amoéba share prior to 16 December
2020 over the last six days, i.e. 3.5697 euros. This dilution is without
prejudice to the final number of shares to be issued or their issue price,
which will be determined on the basis of the share price, as described above.

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 Euronext Growth. 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 Général Adjoint
+33 4 26 69 16 00
v.filiatre@amoeba-nature.com

Calyptus
Relations investisseurs & Presse
Grégory BOSSON / Mathieu CALLEUX
+33 1 53 65 37 90 /91
amoeba@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 Universal
Registration Document of AMOEBA filed with the French Financial Markets
Authority (Autorité des Marchés Financiers) on April 30, 2020 under number
D20-0416 (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.

Adresse : 38 Avenue des Frères Montgolfier, 69680 CHASSIEU
Société Anonyme au capital de 311 578,38 EUR
RCS Lyon 523 877 215

Tel: +33 (0)4 26 69 16 00 ? Email: contact@amoeba-nature.com
Linkedin: @amoeba-nature ? Twitter: @AmoebaNature
www.amoeba-nature.com

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AMOEBA (EPA:ALMIB) - AMOEBA RENEWS A FINANCING LINE OF UP TO €23M WITH NICE &amp; GREEN TO SUPPORT ITS DEVELOPMENT

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AMOEBA (EPA:ALMIB) - AMOEBA RENEWS A FINANCING LINE OF UP TO €23M WITH NICE & GREEN TO SUPPORT ITS DEVELOPMENT