Marie Brizard Wine & Spirits: FINANCIAL INFORMATION
Paris, 16 July 2020
Financial information
- Signature of an agreement subject to conditions precedent
with United Beverages S.A. for the sale of the Group’s activities
in Poland The closing of the transaction should take
place within 2 to 4 months
- Agreement in principle on the modification of a contract for
the bulk supply of Scotch Whisky concluded with a supplier of MBWS,
allowing the balance of Advance 2 to be made available by COFEPP in
the near future, subject to contractual formalization and the
lifting of other conditions precedent.
Commitment by COFEPP to
make available an additional intermediate tranche for a maximum
amount of €5.5 million
depending on the Group's immediate needs.
- Annual General Meeting to be held in
private on 31 July 2020 The AGM to decide on the approval of
the 2019 financial statements
Marie Brizard Wine & Spirits
(Euronext: MBWS) announces today major progress in the
implementation of its strategic plan and on the financing
agreements agreed with its majority shareholder COFEPP.
AGREEMENT WITH UNITED BEVERAGES S.A., SUBJECT
TO CONDITIONS PRECEDENT, FOR THE SALE OF MBWS ACTIVITIES IN
POLAND
MBWS announces the signing of an agreement with
the United Beverages Group, subject to conditions precedent, in
relation to the 100 percent sale of MBWS Polska's shares and part
of Polmos Lancut's outstanding shares. The formal closing of the
agreement is anticipated to take place within the next 2 to 4
months. It is reminded that the contribution of the Poland business
is negative in the Group's results, generating in 2019 an EBITDA of
€-9.3 million and has substantially hampered the Group's return to
profitability in recent years. The agreement, concluded after a
competitive and rigorous sale process, is in line with MBWS'
strategic commitment to evaluate each of its business units, with
regard to their ability for creating and sustaining shareholder
value, over a mid- to long-term horizon. Hence, today's
announcement is fully in line with the stated 2019-2022 strategic
plan. The agreement provides for the payment of the sale price in
several installments. Taking into account the net financial debt
related to the divested business, the immediate cash impact will
remain very limited. Despite recent improvements driven by improved
productivity and a selective commercial strategy, the MBWS business
in Poland has faced significant challenges for several years,
lacking the required scale and footprint to meet the stated mid- to
long-term objectives of sustained profitability. Based on this
analysis, the Board determined that the prospects of organically
improving this challenging situation were limited and that
conducting a sale process to find the right partner with critical
mass would be the preferred option in order to maximise shareholder
value.The current agreement will allow MBWS and the United
Beverages Group to work closely as partners. More specifically, the
United Beverages Group will continue to produce Sobieski vodka (a
brand that will remain the property of MBWS S.A.) for MBWS at the
sites covered by this sale and a substantial number of MBWS
international brands will be imported by the United Beverages
Group, through the implementation of a new distribution
agreement.
The agreement is conditional upon receiving a
positive decision of the Polish Anti-Trust Authorities as well as
upon the refunding of some of its financial debts related to the
financing of the Polish activities. Andrew Highcock, Chief
Executive Officer of Marie Brizard Wine and Spirits,
said: “I am pleased that we have been able to reach an
agreement with the United Beverages Group, one of the largest and
most established players in the Polish alcoholic beverages market,
with over 25 years of experience. I
am convinced that we found a great home for the Polish
assets, which will secure their long-term future.
Above all, this choice allows the continuity for the employees of
our subsidiary, whom I would like to thank for their commitment and
who will benefit from a new momentum within United Beverages. For
MBWS, this agreement is also another step forward in our group
strategy of simplifying the operating model and of focusing on
investments
in shareholder value optimising assets.
Finally, I would like to thank the United Beverages Group for their
commitment to this transaction and wish them every success going
forward.”. William V Carey, Chief Executive Officer of the
United Beverages Group, said: ”The acquisition of a leading
Polish vodka producer as well as of a modern distillation plant
completes one of the strategic gaps for the United Beverages Group.
These production assets, coupled with our existing
distribution strength, are an attractive investment opportunity to
create a vertically integrated and value-increasing platform.
This transaction will enable us to further develop our
vision of establishing a leading, integrated and
Polish-based FMCG group, with a specific focus on
the alcoholic beverages segment. The United Beverages Group,
post-acquisition, will have annual revenues exceeding 1 billion
Euro and will employ 2500 employees in Poland. I look forward to
working with the team at MBWS Polska and at Polmos Lancut on the
integration and with a view to grow the business. I am also
convinced of the strong potential of both businesses, especially as
part of the broader United Beverages Group. Finally, I want to
thank Andrew and the MBWS Board for selecting the United Beverages
Group as partner and I strongly believe in the mutual value
creation of our ongoing cooperation.”
AGREEMENT-IN-PRINCIPLE CONCERNING THE
MODIFICATION OF A CONTRACT FOR THE BULK SUPPLY OF SCOTCH WHISKY
CONCLUDED WITH A SUPPLIER OF MBWS
At the completion of negotiations, the Group
finally reached an agreement-in-principle with its supplier on the
amendment of its contract for the bulk supply of Scotch Whisky.
This agreement-in-principle, which is still
subject to the prompt formalisation of the final contract, was
today accepted by MBWS’s Board of Directors and by COFEPP. The aim
is to complete the signing of the agreement in September.
As a reminder, with respect to the financing of
MBWS, the agreement signed with COFEPP on 20 December 2019 provided
for a second current account advance of €17 million (the "Advance
No.2"). Under the amended agreement entered into on May 13, 2020,
which resulted in COFEPP providing a current account advance of €6
million to MBWS on May 25, 2020, an additional current account
advance was to be made available to MBWS for a maximum amount of €4
million to meet the cash requirements of MBWS Group until July 15,
2020, subject to acceptance by COFEPP and upon proof of the cash
requirements concerned. Under an agreement signed today between
MBWS and COFEPP, COFEPP has agreed to make an additional amount
available to the Group up to a maximum of €5.5 million (the
"Balance 1bis”) -in place of the additional advance
initially provided for of €4 million- depending on the Group's
immediate cash requirements. The securities granted to the benefit
of COFEPP in respect of the funds made available as part of Balance
1bis will be identical to those provided for as part of the current
account advance of May 25, 2020. The different amounts of the
additional advances including Balance 1bis will be deducted from
the amount of Advance No.2.
The condition precedent relating to the
amendment of the contract for the supply of Scotch Whisky must be
lifted on the date of signature of the final amended contract to be
concluded with the supplier. The balance of Advance No.2, i.e. an
amount of between €5,5 million and €11 million depending on the
amount of Balance 1bis actually made available by COFEPP, will soon
be made available to MBWS, subject to (i) the final contractual
formalization of the agreement-in-principle reached today and (ii)
the lifting of the remaining conditions precedent, and in
particular the agreement in principle of the public creditors to a
moratorium on part of the Group's tax and social security
debts.
It is reminded that the receivables held by
COFEPP over the Group are intended to be converted into ordinary
shares in the context of a capital increase, as previously
announced, the terms and conditions of which remain unchanged.
Further details on the terms and timing of the capital increase
will be provided at a later date.
HOLDING OF THE GENERAL MEETING IN PRIVATE ON
JULY 31, 2020
In view of the health context, the Group has
decided, pursuant to the terms of Order No. 2020-321 of March 25,
2020, to hold its annual general meeting behind closed doors. Under
these conditions, the company will pay particular attention to the
written responses following the receipt of written questions.
This shareholders' meeting will mainly focus on
the approval of the 2019 financial statements and will not be
called to vote on any resolution to increase the share capital,
which will, if applicable, be the subject of a subsequent
extraordinary shareholders' meeting.
In the light of the above commitments, the Group
should now be in a position to meet its cash requirements at least
until mid-October 2020, based on its forecasts and excluding
exceptional external events.
Financial Calendar: Publication of first-half sales
on July 29, 2020
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 |
- MBWS_PR_POLAND_FINANCING_16JULY2020_FV
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