Amoeba : Amoba announces the issuance of the 10th tranche of bonds convertible into shares

PRESS RELEASE

AMOEBA announces the issuance of the tenth tranche of 26 bonds

convertible into shares as part of its bond financing with incentive program

with Nice & Green.

Chassieu (France), january 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 trial phase, announces the issuance of the tenth tranche of bonds convertible into shares (“OCAs”) of its bond financing with incentive program, namely 26 OCAs numbered from 235 to 260 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 January 6, 2021, 26 OCAs numbered from 235 to 260 to the benefit of Nice & Green S.A. corresponding to the tenth 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 eighth 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 2 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):

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).

1. See press releases of December 17, 2019 and march 9,2020

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As of January 6 2021, 2,783,957 new shares were created by converting bonds numbered from 1 to 234, bringing the total number of shares outstanding to 16,367,761 shares.

As an indication, the theoretical impact of the issue of this tenth 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 January 6, 2021, namely 2.983 euros.

• Impact of the issue on the share of shareholders’ equity per share (calculation based on Amoéba’s shareholders’ equity as at June 30, 2020, prepared in accordance with International Financial Reporting Standards (IFRS) adjusted for capital increases completed up to January 6, 2021 i. e. 5,670,164 euros and the number of shares comprising the Company’s share capital as at january 6, 2021, i. e. 16,367,761 shares):

• 1. amount of shareholders’ equity at 30 June 2020 prepared in accordance with IFRS international financial standards and adjusted for capital increases completed until January 6, 2021
  1. assuming:
  2. • 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
     • the definitive allocation of the conditional rights to receive 530,000 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 tenth tranche (calculation based on the number of shares comprising Amoéba’s share capital as at january 6, 2021, i.e. 16,367,761 shares:

1. assuming:
2. • 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
   • the definitive allocation of the conditional rights to receive 530,000 free shares fully subject to a condition of uninterrupted presence.

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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 €1.7Bn (1) on a global chemical biocide market for water treatment, evaluated at €21Bn (2) and on the biocontrol market for plant protection estimated globally at €1.6Bn (4). In the future, the Company is looking at developing new applications such as chronic wound care, estimated at € 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 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

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 and the prospectus approved by the AMF on January 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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Disclaimer

Amoéba SA published this content on 06 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 January 2021 17:05:02 UTC