MBWS AGM Preparation and other corporate matters
January 10 2019 - 3:32PM
MBWS AGM Preparation and other corporate matters
Paris, 10th January 2019
An independent expert is
appointed and an ad hoc committee is created
The Board of Directors has
assessed the proposed resolutions presented by several of the
Group’s shareholders
Benoît Herault intends to resign
from his position of Chairman and member of the Board of Directors
Update on the asset sale project
and the work being undertaken to optimize the Group’s cost
structure
Appointment of an independent
expert and creation of an ad hoc committee
The Board of Directors today appointed the
company Ledouble as an independent expert tasked with providing a
fairness opinion regarding the capital increase reserved for
COFEPP. Additionally, the Board of Directors decided today to
establish an ad hoc committee comprised of independent Board
members who will interact with the independent expert and will
provide an opinion to the Board of
Directors.
As the Reserved Capital Increase is to be
executed at a higher price than the current share price, this
designation is being made on a voluntary basis (based on the
framework of Article 261-3 of the general regulations of the French
Financial Markets Authority (AMF). The report of the
independent expert will be made available to the shareholders
before the Annual General Meeting, to be held on 31st January
2019.
Assessment by the Board of
Directors of the proposed resolutions presented by several of the
Group’s shareholders
The Board of Directors met on 10th January 2019
to consider the requests made by several of the Group’s
shareholders, for the inclusion of new resolutions to the agenda of
the upcoming Annual General Meeting (AGM). At the conclusion
of their assessment, the Board has decided the following:
- Resolution presented by BDL Capital ManagementReceived by
letter, on 3rd January 2019. BDL Capital Management,
providing proof that it holds 7.1% of the Company’s share capital,
requested that the Board of Directors include in the AGM’s agenda
the following resolution:
-
- Establishment of an ad hoc committee
- This request has been approved.
- Resolutions presented by Denis Nahas, Robert Gobin, Guillaume
Tromp, Arnaud Kermagoret, Jean-Pierre Lavoine, Pierre Van Peteghem
and Françoise Lavoine Received by letter on 4th January 2019. Denis
Nahas, Robert Gobin, Guillaume Tromp, Arnaud Kermagoret,
Jean-Pierre Lavoine, Pierre Van Peteghem and Françoise Lavoine,
holding approximately 1% of the Company’s share capital, have
requested that the Board of Directors include the following
resolutions in the agenda of the AGM:
-
- Revocations of Board membership of all Board members with the
exception of Jacques Tierny, who was recently appointed
- These requests have not been approved.
- Establishment of attendance fees allocated to the Board of
Directors
- This request has not been approved.
- Exclusion of variable, extraordinary items to Jean-Noël
Reynaud, Chief Executive Officer, and Benoît Hérault for the years
2017 and 2018
- These requests have not been approved.
- Modification of Resolution 27: authorization given to the Board
of Directors in order to proceed to the attribution of free
existing shares or to issue shares for the benefit of recipients to
be determined among the Company’s staff
- This request has not been approved.
- Amendments to the two options in the agreement between MBWS and
COFEPP of 24th December 2018
- These requests have not been approved.
The justifications for the decisions made by the
Board of Directors and the complete text of the resolutions
proposed by the shareholders, along with the explanation of their
arguments, are presented in the Board of Director’s report
published today on the Group’s website (in French).
Benoît Hérault’s intention to
resign from his position as Chairman and member of the Board of
Directors
During the Board of Directors meeting on 10th January 2019,
Benoît Hérault announced his intention to resign from his position
as Chairman and member of Marie Brizard Wine & Spirits’ Board
of Directors, upon completion of one of the two options outlined in
the binding agreement signed by the Company and
COFEPP.
Benoît Hérault declared, “These past five years
as an independent Board member and then as Chairman of the Board of
Marie Brizard Wine & Spirits have been very intense. In
2018, given a sharply deteriorated financial situation, I accepted
– at the request of the members of the Board of Directors – to take
on the role of Chief Executive Officer on an interim basis, with
the main objectives of finding a new Chief Executive Officer for
the Group and securing a solution for ensuring its status as a
going concern. These objectives have now been
accomplished.” Mr. Hérault continued, “A new strategic plan
will be presented over the course of Q1 2019 and the backing of our
Group by a solid industrial player opens a new chapter for Marie
Brizard Wine & Spirits. I will remain with the Company
until the recapitalization is
completed.”
Update on the asset sale project and the work
being carried out to optimize the Group’s cost
structure
The Board of Directors has decided, given the current
circumstances, to end the project to sell some of the Group’s
brands. This project’s objective was to cover part or all of
the losses in FY 2018. The various efforts carried out have
not resulted in offers that would meet the stated objective, in the
required timeframe. This led the Board of Directors to seek
another solution to address the Group’s financial situation.
The binding agreement signed between MBWS and COFEPP provides such
a solution.
Nevertheless, the Group confirms that it is continuing to study
the sale of assets whose disposal would not limit its capacity for
development or the execution of its strategy, including some brands
whose strategic interest would not be significant in the context of
the Company’s medium-term strategy.
The Board of Directors has confirmed that it will continue to
carry out the work to adapt the Group’s cost structure. The
results of this work are expected to be presented along with the
new strategic plan.
Marie Brizard Wine &
Spirits produces and sells a range of wine and
spirits across four geographic clusters: Western Europe, Middle
East & Africa, Central and Eastern Europe, the Americas, and
Asia-Pacific. MBWS has distinguished itself for its know-how, the
range of its brands, and a long tradition and history of
innovation. From the inception of Maison Marie Brizard in Bordeaux,
France in 1755, to the launch of Fruits and Wine in 2010, MBWS has
successfully developed and adapted its brands to make them
contemporary while respecting their origins. MBWS is committed to
providing value by offering its customers bold, trustworthy,
flavorful and experiential brands. The company has a broad
portfolio of leading brands in their respective market segments,
most notably William Peel scotch whisky, Sobieski vodka, Krupnik
vodka, Fruits and Wine flavored wine, Marie Brizard liqueurs and
Cognac Gautier. MBWS is listed on the regulated market of Euronext
Paris, Compartment B (ISIN code FR0000060873, ticker MBWS) and is
included in the EnterNext© PEA-PME 150 index, among others.
Investor Contact
Raquel Lizarraga
raquel.lizarraga@mbws.com Tél : +33 1 43 91 50 |
Press Contact
Simon Zaks, Image Sept
szaks@image7.fr Tél : +33 1 53 70 74 63
|
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