Marie Brizard Wine & Spirits has obtained the authorization of
the Anti-Trust Authority for the business combination with COFEPP
and other informations
Paris, 28th February 2019
MBWS has obtained the
authorization of the Anti-Trust Authority for the business
combination with COFEPP
Availability of the prospectus on
the project of business combination with
COFEPP
Update on FY 2018 earnings
estimates announced on 25th
January 2019
Implementation of the COFEPP
reserved capital increase
Changes to
governance
Change to the financial
calendar
MBWS has obtained the authorization of the
Anti-Trust Authority for the business combination with COFEPP
Marie Brizard Wine & Spirits (Euronext:
MBWS) today announced that it has obtained the authorization of the
Anti-Trust Authority of France regarding the project of business
combination with Compagnie Financière de Prises de Participations
(“COFEPP”), which consists of
(i) a capital increase reserved to COFEPP for a total amount
of €37.712m (issue premium included), at a subscription price of €4
per share (issue premium included) and (ii) an allocation of free
stock warrants to all shareholders (the “Principal
Option”).
Under the terms of this authorization, COFEPP
has agreed to sell the following to an independent third party:
·The
business linked to the Porto Pitters brand in France and
internationally; and ·The
business linked to the Tiscaz tequila brand only in France, or in
France and internationally depending on how the commitment is
executed.
It is specified that the impact on the Company
will not be significant, it being understood that the Porto Pitters
brand is owned by MBWS but accounts for only 0.4% of the Company’s
2018 net sales, and that the Tiscaz tequila brand is owned by
COFEPP group.
All of the conditions to which the Principal
Option was subject have now been met.
Availability of the prospectus regarding the
project of business combination with COFEPP
With regard to the implementation of the
Principal Option, the Company also announced the availability of
the prospectus regarding:
- The admission to trading on the
regulated market of Euronext Paris of 9,428,000 new shares issued
at a unit price of €4 as part of a capital increase without
preferential subscription rights for the benefit of COFEPP, for a
total amount of €37.712m euros, issue premium included (the
“Reserved Capital
Increase”); -
The issuance and admission to trading on the regulated market of
Euronext Paris of 37,762,312 stock warrants, to be exercised during
1 month (the « Short Term Stock
Warrants ») and to be allocated for free to
shareholders (including the shares held by COFEPP after the
abovementioned reserved capital increase), potentially leading to
the issue of 16,418,396 new shares at a price of €3 per share
(issue premium included) ;
- The issuance and admission to trading on
the regulated market of Euronext Paris of 37,762,312 stock
warrants, to be exercised within a 42-month period (the
«Long Term Stock Warrants »
) and to be allocated free of charge to shareholders (including the
shares held by COFEPP after the abovementioned reserved capital
increase), potentially leading to the issue of 16,418,396 new
shares at a price of €3 per share (issue premium included);
and - Admission to trading
on the regulated market of Euronext Paris of 32,836,792 new shares
from the exercise of the Short Term Stock Warrants and the Long
Term Stock Warrants.
The French Financial Markets Authority
(« AMF ») has affixed
visa n°19-066 on 28 February 2019 to this prospectus
(the « Prospectus »).
The Prospectus consists of:
(i)
The Company’s Registration Document, filed with the AMF on 10
January 2019 under the number D.19-0010 (the «
Registration Document »);
(ii) The
Securities Note (the « Securities
Note »); and
(iii) The Prospectus
summary (included in the Securities Note).
Copies of the Prospectus are available, free of
charge, at the Company’s corporate headquarters, as well as on the
Company’s website (http://fr.mbws.com) and on the AMF’s website
(www.amf-france.org). Investors are advised to carefully read the
risk factors outlined in point 2.3 of the Management Report
contained in the Company’s Registration Document, and Chapter 2 of
the Securities Note.
In line with the indicative timeframe mentioned
in section 5.1.3 of the Securities Note, (i) the completion of the
Reserved Capital Increase is expected to take place on 1st March
2019, and (ii) the allocation of Short Term Stock Warrants and Long
Term Stock Warrants is expected to take place on 29th March 2019,
for the benefit of the Company’s shareholders registered in the
Company’s record as of 28th March 2019. It is expected that
(i) the new shares issued in the context of the Reserved Capital
Increase will be admitted to trading on the regulated market of
Euronext Paris on 5th March 2019 and (ii) the exercise period for
the Short Term Stock Warrants and the Long Term Warrants will begin
on 29th March 2019, following the publication of the Company’s
strategic plan, which is scheduled on 25th March 2019.
As previously announced, COFEPP has made a
commitment to (i) exercise its Stock Warrants at a level of at
least €15m overall (which will be completed via the Short Term
Stock Warrants), at the very latest on the first trading day of the
Short Term Stock Warrant exercise period, with the understanding
that this commitment will be postponed in the event of negative
windows or insider information and (ii) not exercise more than 30%
of the Stock Warrants issued as part of the Principal Option.
An additional securities note will be submitted
for approval (visa) to the AMF on 25th March 2019 in order to
include in the Prospectus the elements of the abovementioned
strategic plan.
Update to the FY 2018 estimates, as announced on
25th January 2019
Estimated FY 2018 EBITDA remains at -€28m.
This estimate has been established following a similar
process to the one usually applied for the establishment of the
consolidated financial statements of the MBWS Group. The
auditors have issued a report on this estimate, available in the
appendix of the Securities
Note.
Additionally, the Company is not in a position
to definitively confirm its estimated net loss for FY 2018 (as
published on January 25th of this year, in a range of -€60m to
-€65m), due to the fact that the likely effects of the business
combination with COFEPP on impairment tests and the new strategic
plan currently being developed cannot be estimated at this
point. Nevertheless, the Company confirms that the rest of
the information communicated in advance of the General meeting held
on 31st January 2019, and specifically the elements leading to the
summary of the report of the analysis being carried out by the
independent expert Ledouble, is maintained.
Implementation of the COFEPP Reserved Capital
Increase
During the meeting held today, the Board of
Directors took the decision to implement the delegation of
authority granted by the General meeting held on 31st January 2019,
in order to carry out the Reserved Capital Increase.
The Reserved Capital Increase will be
completed on 1st March 2019 by the Chief Executive Officer, subject
to the effective payment made by COFEPP, which will carried out (i)
in cash, for an amount of €5m and (ii) by a receivable offset
for the balance (for an amount of €7.712m as repayment of the
current account advance provided by COFEPP in May of 2018, and the
amount of €25m as repayment of the bridge loan subscribed by COFEPP
on 4th February 2019).
The Board of the Directors has also decided on
the principle of the allocation of the Short Term Stock Warrants
and the Long Term Stock Warrants, under the terms and conditions
outlined in the Prospectus. This allocation will take place
after the publication of the Company’s strategic plan, which is
scheduled for 25th March 2019, and subject to the approval (visa)
of the AMF of a complementary securities note to the
Prospectus.
It is further specified that in order to enable
the completion of the Reserved Capital Increase and validation of
the principle for the issue of the Short Term Stock Warrants and
Long Term Stock Warrants, within the abovementioned timeframe and
conditions, an Amendment n°2 to the agreement of 21st
December 2018 between the Company and COFEPP, as amended by
Amendment n°1 on 30th January 2019, was executed today.
Changes to Governance
The Board of Directors has also noted that
Constance Benqué, Christine Mondollot and Benoît Hérault have
resigned from their positions as members of the Board of Directors,
with effect from the completion of the Reserved Capital Increase
(1st March 2019).
The Board of Directors has expressed its deep
appreciation to Constance Benqué, Christine Mondollot and Benoît
Hérault for their commitment and involvement during the past
years.
The Board of Directors has also noted the
involvement of new members of the Board, who were appointed during
the General meeting held on 31st January 2019, and whose taking
office will be ascertained on the date of completion of the
Reserved Capital Increase (1st March 2019):
- Pascale
Anquetil; - Anna
Luc; - Cyril
Cahart; - Georges
Graux.
Georges Graux has also been appointed to the
position of Chairman of the Board of Directors, with effect from
the completion of the Reserved Capital Increase. This
appointment is temporary, until the Company’s shareholders, at
their Annual General Meeting, are able to amend the Company’s
by-laws to extend the age limit of the Chairman of the Board of
Directors, thus enabling Jean-Pierre Cayard to be appointed to that
position.
As regards the Board of Directors
committees:
- The membership of the
Audit Committee will be maintained as is, with current members
being:
·Jacques Tierny, independent Board
member, and Chairman of the Audit Committee;·Guillaume de
Belair, independent Board member;·Jean-Pierre Cayard, Board
member;- The Nominating and Compensation
committee will be composed of three members:
·Edith Cayard, Chairperson of the Nominating and
Compensation committee;·Rita Zniber, Board member;·Jacques Tierny,
independent Board member.
The Board of Directors has also decided to
create a Strategic and Commercial committee, which will be made up
of three members:
- Cyril Cahart, Board
member, Chairman of the Strategic and Commercial
committee;- Hachem Belghiti, Board
member;- Edith Cayard, Board member.
The Strategic and Commercial Committee will be
tasked with setting the Group’s strategic, policy, marketing and
commercial direction, in France and internationally. It is
further specified that the role of the Strategic and Commercial
Committee does not include decisions regarding operations that
could be submitted to an ad hoc committee made up of independent
Board members, which would be established in case of the disposal
of certain assets, in accordance with Resolution “A” approved at
the Mixed General Meeting held on 31st January
2019.
Additionally, the Board of Directors has decided
to abide by the Middlenext corporate governance code in light of
the Company’s market capitalization (instead of the Afep/Medef
code) and consequently to modify the Board of Directors internal
regulations accordingly.
Change to the financial calendar
The date for publishing the Company’s FY 2018
annual results and Q1 2019 Net Sales, originally set for 25th April
2019, has been rescheduled to 30th April 2019.
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
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
Sept szaks@image7.frTél : +33 1 53 70 74 63 |
Important
information
No communication and no information in respect
of this transaction may be distributed to the public in any
jurisdiction where a registration or approval is required. No steps
have been or will be taken in any jurisdiction (other than France)
where such steps would be required. The issue, the subscription for
or the purchase of MBWS’ shares and/or warrants may be subject to
specific legal or regulatory restrictions in certain
jurisdictions.
This announcement is not a prospectus within the
meaning of Directive 2003/71/EC of the European Parliament and the
Council of November 4th, 2003, as amended, in particular by
Directive 2010/73/EU (together, the “Prospectus
Directive”).
No securities offering will be opened to the
public in France before the delivery of the visa on a prospectus
prepared in compliance with the Prospectus Directive, as approved
by the French Autorité des marchés financiers.
With respect to the member States of the
European Economic Area which have implemented the Prospectus
Directive (each, a “relevant member
State”), other than France, no action has been
undertaken or will be undertaken to make an offer to the public of
the securities requiring publication of a prospectus in any
relevant member State. As a result, the new shares and/or warrants
of MBWS may only be offered in relevant member States (i) to
qualified investors, as defined by the Prospectus Directive; or
(ii) in any other circumstances, not requiring MBWS to publish a
prospectus as provided under Article 3(2) of the Prospectus
Directive.
The distribution of this press release is not
made, and has not been approved, by an “authorised person” within
the meaning of Article 21(1) of the Financial Services and Markets
Act 2000. As a consequence, this press release is directed only at
persons who (i) are located outside the United Kingdom, (ii) have
professional experience in matters relating to investments within
the meaning of Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are
persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 (as
amended) or (iv) are persons to whom this press release may
otherwise lawfully be communicated (all such persons mentioned in
paragraphs (i), (ii), (iii) and (iv) collectively being referred to
as “Relevant Persons”). The securities are directed only at
Relevant Persons and no invitation, offer or agreements to
subscribe, purchase or acquire the securities may be proposed or
made other than with Relevant Persons. Any person other than a
Relevant Person may not act or rely on this document or any
provision thereof. This press release is not a prospectus which has
been approved by the Financial Conduct Authority or any other
United Kingdom regulatory authority within the meaning of Section
85 of the Financial Services and Markets Act 2000.
This press release does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities in the United States. Securities may not be offered,
subscribed or sold in the United States absent registration under
the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements thereof. The warrants and the shares
of MBWS and rights in respect thereof have not been and will not be
registered under the U.S. Securities Act and MBWS does not intend
to make a public offer of its securities in the United States.
The distribution of this document in certain
countries may constitute a breach of applicable law. The
information contained in this document does not constitute an offer
of securities for sale in the United States, Canada, Australia or
Japan.
This press release may not be
published, forwarded or distributed, directly or indirectly, in the
United States (including its territories and dependencies and any
state of the United States), Canada, Australia or
Japan.
- MBWS_CP_post CA (28 février 2019) - ENG
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