Marie Brizard Wine & Spirits: Signature of an agreement between
MBWS and COFEPP subject to conditions in order to address group's
immediate cash needs
Paris, 20 December 2019
Signature of an agreement between MBWS
and COFEPPsubject to conditions in order to
address group's immediate cash needs
Marie Brizard Wine &
Spirits (Euronext: MBWS) announced today the signature of
a conditional agreement with its majority shareholder, Compagnie
Financière Européenne de Prises de Participations (COFEPP), which
currently holds around 51% of the capital and voting rights of
MBWS. Under this agreement, COFEPP has undertaken to finance
MBWS' cash flow requirements for 2020, provided that certain
suspensive conditions are met and under the conditions described
below.
Facing immediate cash needs requiring cash
inflows as from early 2020, resulting in particular from past
losses, the business situation in Poland and also the legislative
changes affecting the market for aromatised wines, MBWS examined
all possible solutions and asked its majority shareholder COFEPP to
grant it new financing, which would be made available to it as
quickly as possible, after the group had initiated several
unsuccessful attempts to obtain financing from third parties.
Subject to the prior agreement of MBWS' bank
lenders, representing the entire bank debt of MBWS SA (excl.
factoring) the Company, to transfer to COFEPP by January 15, 2020
at the latest their receivables from the €45 million credit
agreement signed on July 26, 2017 and the overdrafts drawn to date
(the "Bank Debt"), COFEPP will grant the Group two
financing arrangements, in the form of current account
advances:
- A first current account advance amounting to €15 million (paid
at an annual capitalised rate of EURIBOR 3 months1 + 425 bps)
which would be made available to MBWS by January 17, 2020,
including, (i) under certain conditions, €7.4 million which would
be allocated to MBWS for its activities in Poland and (ii) €7.6
million which would be distributed to MBWS France to cover the cash
flow requirement until mid-March 2020 ("Bridge No.
1"); and
- A second current account advance of €17 million (paid at an
annual capitalised rate of EURIBOR 3 months2 + 425 bps) which
would be made available to MBWS by 17 March 2020 and which would be
used in particular for the Group's general cash flow requirements
("Bridge No.2");
Bridge No.1 and Bridge No.2 would be secured by
several guarantees on the Group's assets, in particular pledges on
the Sobiesksi, Marie Brizard and William Peel brands, as well as a
pledge on the shares of MBWS France, Cognac Gautier and Vilniaus
Degtiné.
In addition to the condition of obtaining an
agreement relating to the Bank Debt, the granting of Bridge No. 2
is furthermore contingent on (i) the agreement in principle of the
public creditors on a moratorium on part of the Group's tax and
social security debts, (ii) the amendment of a contract for the
bulk supply of Scotch Whisky concluded with an MBWS supplier and
(iii) the stability of estimated cash requirements for 2020.
If all of the suspensive conditions are
fulfilled, Bridge No. 1, Bridge No. 2 and the Bank Debt would then
be fully incorporated into the capital of MBWS by COFEPP, as part
of a capital increase of MBWS which would be carried out with
retention of the preferential subscription rights for a maximum
overall amount (issue premium included) of €105,3 million, via the
issuance of new ordinary shares to be subscribed in cash and/or by
offsetting debts (the "Capital Increase").
COFEPP has committed itself to subscribing on a
non-reducible basis, up to the amount of its share in capital of
MBWS and, as a guarantee, up to 75% of the amount of the Capital
Increase, namely a total aggregate amount (issue premium included)
of 79 million euros, in particular by offsetting against its
receivables in respect of Bridge No. 1, Bridge No. 2 and the Bank
Debt. If the conditions precedent related to the Capital Increase
are not lifted by 30 June 2020, the reimbursement of the Bridges
would take place at the latest on 31 March 2022.
The subscription price of the new shares to be
issued within the framework of the Capital Increase would be equal
to 1.50 euros per share.
COFEPP's commitments to subscribe for and
underwrite the Capital Increase are subject to the fulfillment of
the legal and regulatory conditions precedent customary for this
type of transaction (i.e. authorization of the Extraordinary
General Meeting, approval by the AMF of the prospectus relating to
the transaction, reduction of the share capital of MBWS by decrease
of the nominal value to enable the transaction to be carried out at
the aforementioned price, etc...)
Diana Holding, a shareholder with around 8.8% of
the share capital and voting rights of MBWS, has undertaken to vote
in favour of all the transactions provided for under this
agreement, both in its capacity as a shareholder and through its
representatives on the Board of Directors.
Upon completion of the Capital Increase and in
the event that COFEPP, in accordance with its aforementioned
undertakings, subscribes to the Capital Increase on an irreducible
basis as well as by way of guarantee, i.e. for a total amount of 79
million euros, COFEPP would hold 77.5% of the share capital and
voting rights of MBWS.
Disclaimer
This press release, the information contained
herein, does not constitute an offer to sell or subscribe, if
solicited, for securities of MBWS in Australia, Canada, Japan or
the United States of America or in any other country in which such
offer or solicitation would be prohibited.
The dissemination, publication or distribution
of this press release in certain countries may constitute a
violation of applicable laws and regulations. Consequently, persons
physically present in such countries and in which this press
release is disseminated, distributed or published must inform
themselves of and comply with any such local restrictions. This
press release must not be disseminated, published or distributed,
directly or indirectly, in Australia, Canada, Japan or the United
States of America.
This press release does not constitute a
prospectus as defined in Regulation 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to
be published when securities are offered to the public or admitted
to trading on a regulated market and repealing the Prospectus
Directive 2003/71/EC (the "Prospectus Regulation").
No offer of MBWS securities is made, nor will be
made to the public in France, prior to the AMF's approval of a
prospectus, which will be available on the MBWS website
(http://fr.mbws.com/) and on the AMF website
(www.amf-france.org).
As regards the Member States of the European
Economic Area other than France, no action has been or will be
taken to allow a public offering of securities requiring the
publication of a prospectus in any of the Member States concerned.
Accordingly, any offer of securities of MBWS may only be made in
any of the Member States (i) to qualified investors within the
meaning of the Prospectus Regulation; or (ii) in any other case
exempting MBWS from publishing a prospectus in accordance with
Article 1(4) of the Prospectus Regulation.
About Marie Brizard Wine & Spirits Marie
Brizard Wine & Spirits is a wine and spirits group based in
Europe and the United States. Marie Brizard Wine & Spirits
stands out for its know-how, a combination of brands with a long
tradition and a spirit resolutely turned towards innovation. From
the birth of the Maison Marie Brizard in 1755 to the launch the
Fruits and Wine in 2010, the Marie Brizard Wine & Spirits Group
has been able to develop its brands in a modern way while
respecting their origins. Marie Brizard Wine & Spirits'
commitment is to offer its customers trustworthy, bold and full of
flavors and experiences. The Group now has a rich portfolio of
leading brands in their market segments, including William Peel,
Sobieski, Krupnik, Fruits and Wine, Marie Brizard and Cognac
Gautier.
Marie Brizard Wine & Spirits is listed on
Euronext Paris Compartment B (FR0000060873 - MBWS) and is part of
the EnterNext© PEA-PME 150 index
ContactImage Sept Claire
Doligezcdoligez@image7.frPhone: +33 (0)1 53 70 74 70 |
1 With a floor at zero
2 With a floor at zero
- MBWS_PR_Agreement between MBWS and COFEPP_20 Dec19_FV
Marie Brizard Wine And S... (EU:MBWS)
Historical Stock Chart
From May 2024 to Jun 2024
Marie Brizard Wine And S... (EU:MBWS)
Historical Stock Chart
From Jun 2023 to Jun 2024