Changes to the terms of the agreement between COFEPP and MBWS
January 30 2019 - 12:33PM
Changes to the terms of the agreement between COFEPP and MBWS
Paris, 30th January 2019
Changes to the terms of the agreement
between COFEPP and MBWS
The ADAM to vote in favor of the
Principal Option
Marie Brizard Wine & Spirits (Euronext:
MBWS) today announced the addition of an amendment to the agreement
signed by COFEPP and MBWS, at the conclusion of discussions with
the ADAM.
Under the terms of the amendment:
- COFEPP has made a commitment to not exercise, in total, more
than 30% of the stock warrants issued under the framework of the
Principal Option;
- The timeframe for exercising the “Long-term stock warrants“ is
extended from 27 to 42 months.
The ADAM (Association for the Defense of
Minority Shareholders) and several shareholders with a significant
equity stake in MBWS has viewed these changes favorably, and have
made a commitment to vote in favor of the Principal Option
(Resolutions 28 and 29, to be submitted to shareholders at the
General Meeting scheduled on 31st January 2019).
MBWS’ Board of Directors, met today to approve
these changes unanimously (with COFEPP’s representatives abstaining
from the discussions and the vote). The Board of Directors is
pleased with this agreement which is in the best interest of the
Company, all of its shareholders, employees, clients and
partners.
Additionally, today the Company received a
letter with the following statement made by the ADAM:
Colette Neuville declared, “Without denying the
criticisms that minority shareholders may have of the agreement of
21st December 2018 between COFEPP and MBWS, the ADAM and several
shareholders with a significant equity stake in MBWS have
considered that – given the seriousness of the situation –
it has become necessary to take a constructive
approach.
“Discussions were held that have resulted in
more favorable conditions for minority shareholders: several
shareholders have thus made a commitment, along with ADAM, to vote
for the Principal Option (and to approve Resolutions 28 and 29)
under two conditions:
- That the dilution of minority shareholders be
significantly reduced: to this end, COFEPP has
accepted the commitment to exercise no more than 30% of the stock
warrants to be issued under the framework of the Principal Option
(with the shares acquired under the Reserved Capital Increase,
COFEPP could have exercised up to 47% of the stock warrants);
- That the timeframe for exercising the Long-term
stock warrants be extended from 27 to 42 months (or 3.5
years) so that minority shareholders are able to
benefit from the first results of the strategy carried out by
COFEPP (which will have taken control of the Company) before
exercising their stock warrants.
“This agreement provides evidence of the efforts
that have been made by each of the parties to provide the company
with the chance to overcome the difficulties which it is currently
addressing and will continue to face. This chance will depend
significantly on the confidence that management is able to build
with its various partners, under the close watch of minority
shareholders, especially regarding the availability of
information.”
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 ContactRaquel
Lizarraga raquel.lizarraga@mbws.comTél :
+33 1 43 91 50 |
Press ContactSimon Zaks, Image
Septszaks@image7.frTél : +33 1 53 70 74
63 |
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