Information for MBWS shareholders in advance of the AGM on 31st
January 2019
Paris, 25th January 2019
Information for MBWS shareholders in
advance of
the Annual General Meeting to be held
on 31st January 2019
Marie Brizard Wine & Spirits (Euronext:
MBWS) has decided to publish today additional detailed information
in advance of its General Meeting to be held on 31st January 2019,
regarding the operations and proposals submitted for the approval
of its shareholders.
Context of the agreement signed by COFEPP and Marie
Brizard Wine & Spirits
The Group has faced significant operating and
financial difficulties during the past several months which have
led to the involvement of a conciliator and of an Inter-Ministerial
Industrial Restructuring Committee, two independent bodies under
whose guidance all solutions in the Company’s best interest have
been explored (refinancing, disposal of brands and assets,
involvement of a financial or industrial partner, capital increase,
etc.).
Thus, since March 2018, the Company’s management
has sought solutions to address the Group’s liquidity
problems. Under the guidance of the conciliator, several
loans were obtained from the syndicate of banks for a total
principal amount of €7.5m, as well as a current account advance
granted by COFEPP for a principal amount of €7.5m. These
loans were expected to enable the Group to finalize the discussions
with its banking partners before the end-of-summer in 2018.
Faced with the deterioration of market
conditions in France and the United States, and the delay in
executing the plan of corrective measures in Poland, the estimate
for 2018 EBITDA was revised downward significantly. This
rendered it impossible for the Group to conclude the discussions
with its banking partners before the end-of-summer 2018.
On 4th September 2018, the Group announced a
project to sell some of its brands in order to cover all or part of
the FY 2018 losses. This project was announced after a
budgeting exercise carried out in the summer of 2018 led to a
decrease in the estimated 2018 EBITDA, and highlighted the Group’s
weakened cash position, which – based on the assumptions made by
the Group – pointed to a funding need in a range of €40m to €50m by
January 2020, particularly in light of the termination of coverage
by some credit insurers.
Consequently, a process (which lasted three
months) to sell some brands was carried out by an investment bank.
In total, approximately 40 investors were contacted formally.
Some of these investors made indicative offers, but no binding
offer was received as of the Board of Directors meeting on 21st
December 2018, which met to close the 2017 accounts. Given
this state of affairs, the Board of Directors made the decision to
end the asset disposal process.
Given this situation and in light of the
impossibility of finding additional debt
finance ng, as well as facing the
difficulty of identifying buyers for the assets that were for sale,
the investment bank was also mandated to find an industrial or
financial partner capable of providing the Group with the required
capitalization, in the event that the asset disposal project
failed.
During this period, roughly 20 investors were
contacted and two firm offers were received during the week of the
17th December, after three months of analysis and advanced
discussions.
After assessing the two proposals, COFEPP’s
offer -- after negotiation -- was chosen unanimously by the Board
of Directors (excluding the Board members representing COFEPP, who
abstained from participating in the deliberation and the vote) over
the offer made by a foreign first-tier financial investor.
The offer submitted by COFEPP was also preferred over the
possibility of opening an insolvency procedure which would have
significantly worsened the situation (specifically leading to the
loss of credit provided by suppliers, client contracts, as well as
the risk that the Group’s key employees might resign or be hired
away) and would have permanently damaged the Company.
The offer submitted by COFEPP was chosen based
on objective criteria: a higher amount invested (€37.7m in COFEPP’s
Principal Option, compared to €25m in the financial investor’s
proposal) and a higher subscription price for the reserved capital
increase (€4.00 per share offered by COFEPP, compared to €3.52 per
share offered by the financial investor).
The Board of Directors also considered that an
industrial partner offered the Group significant strategic
advantages.
Moreover the offer made by COFEPP, which is
structured in the form of a Principal Option subject to certain
conditions, and – if the Principal Option is not able to be
executed – an Alternative Option (under the sole condition of the
approval of shareholders at the General Meeting) would secure the
required recapitalization of the Group. A summarized
description of the Principal and Alternative Options are included
in the annexes of this press release.
The conclusion of that agreement enabled the
Board of Directors to close the FY 2017 accounts on 21st December
2018, with the Company as a going concern, and to summon
shareholders to an Annual General Meeting. The execution,
without delays, of the binding agreement with COFEPP is a condition
for the Group’s status as a going concern. However, the
assumptions regarding the Company’s liquidity estimates relies on
the disposal of assets (excluding brands). The Group has
received several expressions of interest, but no firm offer has
been received at present. Any disposal of significant assets
will first be evaluated by an ad hoc committee.
In applying the agreement reached between the
Company and COFEPP on 21st December 2018, the parties agreed to
place in escrow, to be received by a conciliator as Escrow, the
amount of €25m as a guarantee of COFEPP’s proper execution of all
of its voting, deposit, subscription and payment commitments
(including a receivable offset) of said agreement. In the
event that it does not respect these commitments, COFEPP has agreed
to pay an indemnity of €5m, without prejudice to any enforcement of
rights.
The Group’s Board of Advisors and Chief
Executive Officer have clearly affirmed their preference for the
Principal Option of the agreement signed with COFEPP (the COFEPP
Reserved Capital Increase, outlined in Resolution 28 to be proposed
at the General Meeting). This is the only option which will
provide the Group with sufficient funds to cover its financial
requirements and to enable its turnaround.
Given the Group’s liquidity challenges, and the
urgency of obtaining funding as quickly as possible to enable the
Group to face its financial obligations, the decision has been made
to submit this operation to the shareholders at the General Meeting
of 31st January 2019, without waiting for the publication of the
Company’s FY 2018 results or the new strategic plan. The
agreement with COFEPP includes a bridge loan of €25m to be granted
to the Company by COFEPP within two days following the General
Meeting, in the event of a favorable vote on either of the
Options. Therefore, in order to receive these funds it has
become necessary to hold a General Meeting without delay. As
a reminder, the agreement with COFEPP will become automatically
void if a General Meeting is not held to vote on the Operation by
31st January 2019 at the latest.
Update on the strategic plan and preliminary
estimates on FY 2018 EBITDA and Net Loss
Andrew Highcock, Chief Executive Officer of
Marie Brizard Wine & Spirits, joined the Group at the end of
October 2018. He spent the first weeks of his tenure meeting
with company staff and with the largest clients across the Group’s
various geographies. He is currently working with the Group’s
employees to prepare a new strategic plan which should be presented
and communicated before the end of Q1 2019.
No member of the Board of Directors, including
those representing COFEPP, has yet had access to any part of the
strategic plan or the future business plan.
Given the constraints as regards regulatory
controls on mergers, COFEPP cannot contribute to MBWS’ strategic
plan before obtaining the required authorizations. Once the
authorizations are secured, COFEPP will work with MBWS management
to identify and to seize the possible synergies, within the
confines of the best interests for each of the companies, and an
equitable distribution between the two companies within the context
specifically of MBWS’ recovery and development.
In order to provide the best information
possible to its shareholders, the Group has decided to publish its
latest estimates for FY 2018. These are preliminary numbers
as the auditors have not yet begun their review of the FY 2018
accounts.
Thus, for the year ended 31st December 2018, the
Group expects an EBITDA of approximately -€28m and a net loss,
based on the work carried out so far on the annual accounts, in a
range of -€60m and
-€6
5m, also including impairments.
A standstill granted by the
banks
On 23rd January 2019, the creditors of the
medium term loan received on 26th July 2017 and of the bridge loan
received on 29th May 2018 accepted to waive the right to
request the immediate repayment of the medium-term loan, with a
principal amount of €45m. This waiver is valid until 28th
February 2020 at the latest. During the same period, they
have also agreed to waive the half-yearly payments on said mid-term
loan, and -- until the realization of the capital increases
outlined in the Operation (such as the term is defined hereafter)
-- to the repayment of the bridge loan in the amount of €7.5m in
principal, granted on 29th May 2018.
The waivers will be rescinded immediately and in
advance if one of the following events takes place:
- No approval is given by shareholders at the General Meeting for
one or the other of the operations outlined in the 21st December
2018 agreement with COFEPP (“the Operation”);
- Lack of repayment of the bridge loan with a principal amount of
€7.5m granted on 29th May 2018, following the planned capital
increases outlined in the framework of the Operation, and no later
than 19th April 2019;
- Lack of payment of interests, fees and commissions due under
the terms of the covenants on the syndicated loan of 26th July 2017
and the bridge loan of 29th May 2018;
- No extension granted by the Commission of Heads of the
Financial Services of the Île-de-France
(CCSF) on the plan for the clearance of
current public liabilities (currently in process), under certain
conditions;
- Reduction of the usable amount of the overdraft granted by a
banking partner in Poland, whose effect was not compensated, within
four weeks of said reduction;
- Receipt by COFEPP of all repayments (other than in shares)
related to the advance granted on 29th May 2018 before the total
repayment of the bridge loan of 29th May 2018;
- Lack of a finalized agreement with financial partners reached
by 20th May 2019 at the latest, or delivery of a judgement
officially ratifying said agreement no later than 30th June 2019.
Discussions continue with the Group’s financial partners and public
creditors in order to reach a definitive agreement, within the
framework of an open conciliation process which began on 20th
December 2018 for the benefit of the Company and its affiliates
MBWS France, Moncigale and Cognac Gautier. For information
purposes, the Group’s negotiations with its financial partners, its
largest shareholders and its public creditors, underway since early
2018, have been carried out -- since 20th April 2018 -- within the
framework of an open conciliation process by the President of the
Business Court of Paris (Tribunal de commerce de Paris), and then
from 20th September 2018, within the framework of the process of an
ad hoc mandate, and under the guidance of the Inter-Ministerial
Industrial Restructuring Committee. As is the case with all
companies facing financial difficulties, it was in the legitimate
best interest of the Group to maintain the confidentiality of these
processes and related information, in order to improve the chances
of fruitful negotiations. Plan to clear tax and social
benefit liabilities The cash shortfall faced by the
Company and its affiliates (MBWS France, Moncigale and Cognac
Gautier) have generated tax and social benefit liabilities which
are the object of a plan of transitory clearance that was closed by
the CCSF on 27th June 2018 and extended until February 2019 by a
decision handed down on 20th December 2018. The CCSF is
expected to meet before the end of March to rule on a new extension
of the liability clearance plan. A delay in the plan’s
monthly payment schedule or of current tax or social benefit
liabilities will lead to the termination of the plan. In
accordance with the rescheduling called by the CCSF, the tax and
social benefit liabilities of the companies mentioned hereafter are
guaranteed by:
- A pledge by MBWS France of the brands San José and Old Lady’s
to the benefit of the DGE (General Direction of Enterprises) and
the brand William Pitterson to the benefit of the URSSAF (the
French government’s Union of Receipts of Social Security and Family
Allocation);
- First and second tier pledges by Moncigale of the brand Fruits
and Wine to the benefit of the DGE (the second tier pledge is being
finalized);
- A pledge of Cognac stocks without dispossession to the benefit
of the DGE;
- Mortgage registrations on MBWS’ Lormont site to the benefit of
the DGE and the URSAFF. These security pledges will remain in force
until the repayment is received of all of the amounts due in
relation to the liability clearance by the companies
involved. At 23rd January 2019, the total amount of tax and
social benefit liabilities taken into account by the plan is
approximately €9.6m. Assignment of the firm
Ledouble As a reminder, on 10th January 2019 the
Company announced the voluntary hiring, based on the foundation of
article 261-3 of the AMF’s general regulations, of the firm
Ledouble in its role as an independent expert, tasked with
providing an expert opinion on the reserved capital increase
outlined in the Operation. Given the deadline, Ledouble will
not be in a position to provide an expert opinion at the General
Meeting. It will address a status report of its progress to
the Company’s Board of Directors prior to the General
Meeting. This report will be published on the Company’s
website for full disclosure to shareholders.
Guarantees On 7th June 2018, the Group
announced the subscription of a bridge loan granted by the banks
for a principal amount of €7.5m and a current account advance for a
principal amount of €7.5m granted by COFEPP while the Group was
facing a cash shortfall. The Operation with COFEPP should
enable the following repayments:
- Repayment in shares of the advance granted by COFEPP;
- Repayment in cash of the bridge loan granted by the banks.
These reimbursements will enable the Company to obtain the release
of the assurances in place to guarantee the repayment of these
loans, as follows:
- The pledge of the Sobieski brand (however, in the event of the
execution of the Operation’s Alternative Option, this brand will
serve as a pledge in guarantee for the repayment of the bonds
issued by the Company for an amount of €14.5m);
- The pledge to a custody account on 35% of the capital of MBWS
France;
- The pledge of the Marie Brizard brand. In the event of the
execution of the Operation’s Principal Option, no new guarantee
shall be granted on the Group’s assets to the benefit of COFEPP.In
the event of the execution of the Alternative Option, the following
guarantees will be granted for the benefit of COFEPP:
- A pledge on the Sobieski brand as a guarantee of the
repayment of the bonds issued by MBWS for a total amount of
€14.5m;
- A pledge to a custody account on all of the shares of Cognac
Gautier as a guarantee of repayment of the bonds issued by MBWS
France for a total amount of €15m, reduced by the amount of the
capital increase subscribed by COFEPP above and beyond €10.5m.
The execution of the Operation will not have a direct effect
on the other existing guarantees on the Group’s assets (e.g. pledge
of the William Peel brand, guarantees on the public liabilities,
etc.). It is further specified that a request will be made,
without this constituting a condition, that the bridge loans (to be
subscribed by COFEPP if either the Principal or Alternative Options
receive a favorable vote by shareholders at the General Meeting) as
well as in the Operation’s Alternative Option, the bonds issued
could benefit from the privilege of the article L. 611-11 of the
Commercial Code under the assumption that an agreement is ratified
within the framework of the conciliations that are underway.
Amendments to the 2017 Registration
Document The information regarding tax loss carry
forwards, in note 5.5 (Impact of exceptional tax assessments) in
chapter 5 (Annual financial statements) of the 2017 Registration
Document (French version), is not precise and should be worded as
follows: “At 31st December 2017, the amount of tax loss carry
forwards under the tax consolidation totaled €188.4m, virtually
flat compared to 31st December 2016.” However, the use
of these tax losses assumes the realization of profit in the
countries in which these tax losses exist, and their use is
regulated by fiscal tax provisions. Additionally, the table
in Note 6.3 of the 2017 consolidated accounts on page 94 (French
version of the Registration Document) contains an error. A
correction can be found in the annex of this press release.
Finally, regarding what is indicated in paragraph 2.3.1 on page 24
and in paragraph 4.6.11 on page 99 of the French version of the
2017 Registration Document, please note that the credit contract
signed on 26th July 2017 is not the object of any request for early
repayment.
Governance
Within the framework of recent organizational
changes at Marie Brizard Wine & Spirits, the General Managers
of the international affiliates now report directly to the Group’s
Chief Executive Officer. Andrew Highcock provides the benefit
of his knowledge of the international beverage and spirits markets,
as he has held senior management positions in several of those
countries. Consequently, Stanislas Ronteix, Deputy CEO of the
Group responsible for distribution and sales development in the
clusters, left the Group on 18th January 2019.
As announced in the press release of 24th
December 2018, the Company has agreed to submit to its shareholders
a list of nominees of members representing COFEPP with the aim of
having a majority of members of the Board of Directors representing
COFEPP in the event of the execution of the Principal Option of
that agreement. This is valid assuming that the Capital
Increase Reserved for COFEPP is realized.
Given the intention of Christine Mondollot and
Constance Benqué to resign from their positions as Board members
with effect on the date of the execution of the Operation (and
considering Benoît Hérault’s resignation with effect at the same
date), COFEPP will propose to the shareholders at the next General
Meeting the following representatives[1]:
- Pascale Anquetil, responsible for Finance and Administration at
COFEPP;
- Anna Luc, Director of Marketing - France at La
Martiniquaise;
- Cyril Cahart, General Manager of Operations – France, and
CEO of Benelux COFEPP;
- Georges Graux, Chief Financial Officer at COFEPP.
Biographical details for these candidates are
available on the Company’s website (in French) on the “Assemblée
Générale 2019” page.
The objective of the financial and industrial
investment by COFEPP in MBWS is the turnaround of the latter via
the preservation and development of MBWS’ business activities,
particularly in light of potential synergies. Within this
context, COFEPP confirms that it does not have any intention, in
the short or medium term, of pursuing a merger or a contribution
between MBWS and COFEPP. If such a transaction were to be
proposed to shareholders at a later date, the parity to be retained
would take into account the recovery of MBWS and it business
potential, for the benefit of all MBWS shareholders.
Discussions regarding sales and distribution underway
between MBWS and COFEPP
As announced when COFEPP became a shareholder of
Marie Brizard Wine & Spirits, opportunities for joint sales and
distribution in international markets have been explored. In
Spain, Marie Brizard Wine & Spirits’ affiliate does not have
the critical size necessary to enable it to achieve sustainable
profitability.
The Company is currently assessing a number of
measures to reduce operating losses tied to distribution of the
Company’s products in Spain. One of the options under
evaluation would be to outsource the distribution of its products
to a third party. In this regard, Bardinet Spain, a COFEPP
affiliate, could take on such distribution. The Company’s
Board of Directors will consider a preliminary approval of such an
arrangement. The possible distribution of MBWS products by
Bardinet Spain is not in any way tied to the binding agreement
signed by MBWS and COFEPP.
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
|
Annexes
Correction to Note 6.3 of the FY 2017 consolidated
accounts: Financial Assets
(in thousands of euros) |
31.12.2016 |
Acquisitions/ Increases |
Disposals/ Decreases |
Net charges |
Other changes |
Change in consolidation |
Translation differences |
31.12.2017 |
Equity
investmetns |
17,361 |
|
(3,910) |
|
|
|
16 |
13,468 |
Other long-term
securities |
21 |
|
|
|
|
|
|
21 |
Other financial
assets |
35,995 |
807 |
(3,959) |
|
|
|
(20) |
32,823 |
Other receivables |
11,161 |
|
|
|
|
|
|
11,161 |
Gross Value |
64,538 |
807 |
(7,868) |
|
|
|
(4) |
57,473 |
|
|
|
|
|
|
|
|
|
Equity
investments |
(17,344) |
|
3,912 |
|
|
|
(10) |
(13,442) |
Other financial
assets |
(31,430) |
|
3,098 |
11,751 |
|
|
(2) |
(16,583) |
Other receivables |
(11,161) |
|
|
|
|
|
|
(11,161) |
Impairment charges |
(59,935) |
|
7,010 |
11,751 |
|
|
(12) |
(41,187) |
NET VALUE |
4,602 |
807 |
(858) |
11,751 |
|
|
(16) |
16,285 |
Summary Description of the Principal
Option and the Alternative Option
If the resolutions regarding the Principal
Option -- Resolutions 28 and 29 -- do not receive a favorable vote
by shareholders at the General Meeting, or if the conditions to
which this Option are subject are not met, the Alternative Option
will be executed by the Board of Directors. The only specific
conditions on the Alternative Option are those described below.
Whichever of the two options is executed, with
the only condition being the favorable vote by the shareholders at
the General Meeting on one of the two options, the agreement with
COFEPP calls for COFEPP to grant the Company a bridge loan in the
amount of €25m (at an annual interest rate of 4.56%), maturing on
30th April 2020. This loan is to be paid within two days
following the date of the General Meeting. The bridge loan
will be repaid in advance at the date of the realization of one of
the two options described hereunder, by inclusion in the
capital.
- Principal Option -
Conditions:
- Favorable vote on Resolutions 28 and 29 at the General
Meeting
- Obtaining an exemption form the AMF, excluding any recourse, no
later than 28th February 2019[2]
- Obtaining the authorization of the anti-trust authorities in
France and in Poland no later than 28th February 2019
- Obtaining the formal approval of the AMF on the prospectus
relative to the Operation -
Structure:
- Capital increase reserved for COFEPP for a total amount (issue
premium included) of €37.712m, at a subscription price of €4 per
share (issue premium included)
- Allocation to all shareholders of two types of free stock
warrants, following the payment delivery of the reserved capital
increase (one short-term stock warrant, and one long-term stock
warrant granted for each ordinary share) at an exercise price of €3
per share:
-
- Stock warrants exercisable for one month
(“Short-term stock warrants”), enabling the
Company to quickly raise additional funds, 23 Short-term stock
warrants enabling the subscription to 10 new ordinary shares for a
total amount of €49.3m (issue premium included)
- Stock warrants exercisable for 27 months (“Long-term
stock warrants”), enabling shareholders to benefit
from the Group’s medium-term recovery, 23 Long-term stock warrants
enabling the subscription to 10 new ordinary shares for a total
amount of €49.3m (issue premium included)
- On an indicative basis, assuming that the effective realization
of the reserved capital increase takes place on 28th February 2019,
the stock warrants would be exercisable beginning on 5th March
2019
- Commitment by COFEPP to exercise stock warrants in the amount
of at least €15m (Short or Long term stock warrants, at COFEPP’s
option)
- Appointment of new members to the Board of Directors, in
representation of COFEPP, enabling COFEPP to have a majority of
Board members as of the effective execution of the reserved capital
increase
- Dilution resulting from the Principal Option
Shareholder participation
(in %) |
Non-diluted basis |
Diluted basis (2) |
Before issuing new shares and allocation of stock
warrants(1) |
1.00% |
0.98% |
After issuing 9,428,000 new shares |
0.75% |
0.74% |
After issuing 9,428,000 new shares and exercising all of the
Short-term and Long-term stock warrants – Shareholder exercising
the Short-term stock warrants but not exercising the Long-term
stock warrants(3) |
0.58% |
0.57% |
After issuing 9,428,000 new shares and exercising all of the
Short-term and Long-term stock warrants – Shareholder not
exercising the Short-term stock warrants, but exercising the
Long-term stock warrants (3) |
0.58% |
0.57% |
After issuing 9,428,000 new shares and exercising all of the
Short-term and Long-term stock warrants – Shareholder exercising
the Long-term stock warrants and the Short-term stock warrants |
0.75% |
0.74% |
After issuing 9,428,000 new shares and exercising all of the
Short-term and Long-term stock warrants – Shareholder not
exercising his Long-term stock warrants nor his Short-term stock
warrants (3) |
0.40% |
0.40% |
(1)
Preference shares (as described in Note 2 hereunder) do not grant
the right to stock warrants.
(2)
Calculations carried out under the assumption of the issue of the
maximum number of shares to be issued within the framework of the
conversion of 4,732 free preference shares granted in application
of the LTIP 2 plan on 1st July 2016 (at a rate of 100 ordinary
shares per one preference share in the event of a change of
control, equivalent to 473,200 ordinary shares). The 2023
stock warrants are not dilutive because the strike price is higher
than the average share price in 2018, and the same is the case for
the 349,000 stock options; these instruments are thus not taken
into account in the analysis of potential dilution.
(3) Assumption in the
event that a shareholder sells his stock warrants, and that they
are later exercised
- Alternative Option -
Conditions:
- Favorable vote on Resolution 18 at the General Meeting
- Obtaining the formal approval of the AMF on the prospectus
relative to the Operation -
Structure:
- Capital increase with shareholders’ preferential subscription
rights for a total maximum amount (issue premium included) of €35m,
at a subscription price per share equal to the volume-weighted
average price (VWAP) of the last five trading days preceding the
decision to realize the operation, reduced by a 40% discount, not
to exceed €2.50 nor to be less than €2.00 (the ”Capital
Increase with PSR”)
- Binding commitment by COFEPP to subscribe to the Capital
Increase with PSR up to its share of MBWS’ capital, or
approximately €10.5m
- Binding commitment by COFEPP to guarantee the realization of
the Capital Increase with PSR to reach 75% of total in the event
that there is not a high enough level of subscription by other
shareholders (COFEPP will be able to place the shares exceeding 30%
of capital in a Trust, and the Trustee will be able to sell the
shares received at its complete discretion)
- Binding commitment by COFEPP to subscribe, on 3rd March 2019,
to a bond issue for MBWS and MBWS France, in the amount of €29.5m,
at an annual interest rate of 4.56%, maturing on 30th April
2024. It is further specified that in the event that a
recourse is filed against the exemption granted by the AMF but the
Paris Appeals Court confirms the exemption (or overturns that
decision but a new exemption void of all recourse is obtained),
these bonds will be repaid in advance in exchange of 7,375,000 of
the Company’s shares, subject to the favorable vote on Resolution
28 at the General Meeting (in the event that Resolution 28 is
rejected, the bonds will become simple bonds, and not convertible
into shares). Furthermore, it is specified that the total
nominal amount of the bonds shall be reduced proportionally to the
amount subscribed as collateral by COFEPP within the framework of
the Capital Increase with PSR.
- Dilution resulting from the Alternative Option
Scenario 1 – Subscription by all
shareholders to all of the shares issued within the framework of
the capital increase (subscription price of €2.50 per
share)
Shareholder participation
(in %) |
Non-diluted basis |
Diluted basis (1) |
Before issuing 14,000,000 new shares |
1.00% |
0.98% |
After issuing 14,000,000 new shares, for one shareholder not
participating in the capital increase with PSR |
0.67% |
0.66% |
After issuing 14,000,000 new shares, and after repayment of bonds
with 7,375,000 new shares (2) |
0.57% |
0.56% |
- ) Calculations carried out assuming the
maximum number of shares to be issued within the framework of the
conversion of 4,732 free preference shares issued in application of
the LTIP 2 plan on 1st July 2016 (equivalent to 100 ordinary shares
per each preference share in the event of a change of control, or
473,200 ordinary shares) and insofar as a change in the control of
the Company as defined in said plan would take place following the
execution of the Alternative Option. The 2023 stock warrants
are not dilutive because the exercise prices is higher than the
average share price in FY 2018, as is the case for the 349,000
stock options, which are therefore not taken into account in the
potential dilution analysis.
- ) Hereunder, the scenario in which the
bonds are repayable in shares.
Scenario 2 – Subscription by COFEPP
to 75% of ordinary shares issued within the framework of the
capital increase (subscription price of €2.50 per
share)
Shareholder participation
(in %) |
Non-diluted basis |
Diluted basis (1) |
Before issuing 10,500,000 new shares |
1.00% |
0.98% |
After issuing 10,500,000 new shares, for a shareholder not
participating in the capital increase with PSR |
0.73% |
0.72% |
After issuing 10,500,000 new shares, and after repayment of bonds
with 3,391,695 new shares(2) |
0.67% |
0.66% |
- ) Calculation carried out assuming the
issue of the maximum number of shares to be issued within the
framework of the conversion of the 4,732 free preference shares
granted in application of the LTIP 2 plan on 1st July 2016 (100
ordinary shares for one preference share in the event of a change
of control, or 473,200 ordinary shares) and insofar as a change of
control of the Company in the sense of said plan takes place
following the execution of the Alternative Option. The 2023
stock warrants are not dilutive because the strike price is higher
than the average share price in FY2018, as is the case for the
349,000 stock options which are therefore not considered in the
dilution analysis. .
(2) Hereunder, the scenario in which the
bonds are repayable in shares.
Scenario 3 – Subscription by all
shareholders to all of the shares issued within the framework of
the capital increase (subscription price of €2)
Shareholder participation
(in %) |
Non-diluted basis |
Diluted basis (1) |
Before issuing 17,500,000 new shares |
1.00% |
0.98% |
After issuing 17,500,000 new shares, for a shareholder not
participating in the capital increase with PSR |
0.62% |
0.61% |
After issuing 17,500,000 new shares and after repayment of bonds
with 7,375,000 new shares(2) |
0.53% |
0.53% |
- Calculation carried out
assuming the issue of the maximum number of shares to be issued
within the framework of the conversion of the 4,732 free preference
shares granted in application of the LTIP 2 plan on 1st July 2016
(100 ordinary shares for one preference share in the event of a
change of control, or 473,200 ordinary shares) and insofar as a
change of control of the Company in the sense of said plan takes
place following the execution of the Alternative Option. The
2023 stock warrants are not dilutive because the strike price is
higher than the average share price in FY2018, as is the case for
the 349,000 stock options which are therefore not considered in the
dilution analysis.
- ) Hereunder, the scenario in which the bonds
are repayable in shares.
Scenario 4 – Subscription by COFEPP
to 75% of the ordinary shares issued within the framework of the
capital increase (subscription price of €2)
Shareholder participation
(in %) |
Non-diluted basis |
Diluted basis (1) |
Before issuing 13,125,000 new shares |
1.00% |
0.98% |
After issuing 13,125,000 new shares, for a shareholder not
participating in the capital increase with PSR |
0,68% |
0.68% |
After issuing 13,125,000 new shares and after repayment of the
bonds with 3,391,695 new shares(2) |
0.63% |
0.63% |
- Calculation carried out
assuming the issue of the maximum number of shares to be issued
within the framework of the conversion of the 4,732 free preference
shares granted in application of the LTIP 2 plan on 1st July 2016
(100 ordinary shares for one preference share in the event of a
change of control, or 473,200 ordinary shares) and insofar as a
change of control of the Company in the sense of said plan takes
place following the execution of the Alternative Option. The
2023 stock warrants are not dilutive because the strike price is
higher than the average share price in FY2018, as is the case for
the 349,000 stock options which are therefore not considered in the
dilution analysis.
- ) Hereunder, the scenario in which the bonds
are repayable in shares.
[1] Given the resignation intentions received, only four
candidates will be nominated (and not five as listed in the Meeting
Notice for the General Meeting.
[2] Condition at COFEPP’s option
- MBWS_CP_25_janv 19 - VF ENG
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