AMOEBA (EPA:ALMIB) - AMOEBA announces the issuance of the second tranche of 60 bonds convertible into shares

Transparency directive : regulatory news

06/07/2021 17:45

PRESS RELEASE

  AMOEBA announces the issuance of the second tranche of 60 bonds convertible
into shares as part of its new bond financing with incentive program with Nice
                                   & Green.

Chassieu (France), July 6, 2021 - 5.45 pm - AMOEBA (FR0011051598 - ALMIB),
producer of a biological biocide capable of eliminating bacterial risk in water
and human wounds, and a biocontrol product for plant protection, still in a
development phase, announces the issuance of the second tranche of bonds
convertible into shares ("OCAs") of its new bond financing with incentive
program, namely 60 OCAs numbered from 61 to 120 fully issued to Nice & Green
S.A.

This issue is part of the agreement entered into with Nice & Green S.A. on
December 16, 2020 with a view to setting up a bond financing with a
profit-sharing program through the issuance of 480 OCAs with a nominal value of
EUR 50,000 each, representing a total nominal amount of the bond issue of EUR
24,000,000 (the "Issuance Agreement").(1)

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 June
24, 2021, decided to issue on July 6, 2021, 60 OCAs numbered from 61 to 120 to
the benefit of Nice & Green S.A. corresponding to the second 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 EUR 2,880,000.

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 /
Regulatories information / Other information).

As an indication, the theoretical impact of the issue of this second tranche of
OCAs is presented in the tables below in accordance with the OCA conversion
formulas 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 6, 2021, namely 1.591 euros.

- Impact of the issue on the share of shareholders' equity per share
(calculation based on Amoéba's shareholders' equity as at december 31, 2020,
  prepared in accordance with International Financial Reporting Standards
(IFRS) adjusted for capital increases completed up to July 6, 2021 i. e.
  4,493,086 euros and the number of shares comprising the Company's share
  capital as at July 6, 2021, i. e. 17,832,334 shares) :

(1) See press release of December 21, 2020

                               Quote-part des capitaux propres au
                                   30 décembre 2020 (en euros) *
                                      Base             Base
                                   non diluée        diluée**

Avant émission de la tranche 2      4 493 086        6 417 086
Après émission de 2 044 304 actions
nouvelles résultant de la
conversion de 60 OCA                7 373 086        9 297 086

(*) amount of shareholders' equity at 31 december 2020 prepared in accordance
with IFRS international financial standards and adjusted for capital increases
completed until July 6, 2021
(**) assuming:
o 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 200,000 new shares
o the definitive allocation of the conditional rights to receive 280,000 free
  shares fully subject to a condition of uninterrupted presence.
o the conversion of 40 bonds issued on tranche 1 and not yet converted at July
  6, 2021

- 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 July 6,
  2021, i.e. 17,832,334 shares) :

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

Avant émission de la tranche 2          1%            0,91%

Après émission de 2 044 304 actions
nouvelles résultant de la
conversion de 60 OCA                 0,90%            0,82%

(*) assuming:
o 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
o the definitive allocation of the conditional rights to receive 280,000 free
  shares fully subject to a condition of uninterrupted presence.
o the conversion of 40 bonds issued on tranche 1 and not yet converted at July
  6, 2021

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-nature.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 12, 2021 under number
D21-0289 (a copy of which is available on www.amoeba-nature.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 announces the issuance of the second tranche of 60 bonds convertible into shares

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