Marie Brizard Wine & Spirits: Poland closing - EGM date
Charenton-le-Pont, 23 October 2020
- Finalization of the sale of activities in Poland to
United Beverages S.A.
- Conclusion of a new current account advance with COFEPP
to meet its immediate cash requirements
- Announcement of the date of the Extraordinary General
Meeting for a Capital Increase
FINALIZATION OF THE SALE OF ACTIVITIES
IN POLAND TO UNITED BEVERAGES S.A.
Marie Brizard Wine &
Spirits (Euronext: MBWS) announces today the finalization
of the sale of all of the shares of MBWS Polska and Polmos Lancut
to United Beverages S.A. group following the lifting of all
conditions precedent.
As announced on July 16th 2020, this agreement
is part of MBWS' strategic plan to review its activities with
regard to their capacity to generate long-term value within the
Group. The acquisition by United Beverages S.A. will give these
entities the critical size required for a sustainable profitable
business.
The two groups will now be pursuing their
cooperation through in particular a distribution agreement with
United Beverages S.A. for MBWS products in Poland.
It is reminded that, in accordance with the
agreement signed, the payment of the sale price is made in several
instalments. Taking into account the net financial debt related to
the divested business, the cash impact for MBWS is negative in the
short term and remains very limited in the long term.
CONCLUSION OF A NEW CURRENT ACCOUNT
ADVANCE WITH COFEPP
Following the reimbursement by MBWS of certain
financial debts related to the Polish activities that allowed the
lifting of the above-mentioned conditions precedent and to allow
the Company to continue as a going concern, the latter entered into
a new current account advance with COFEPP for a principal amount of
€8.2 million (remunerated at the annual capitalized rate of EURIBOR
3 months with a floor at zero + 425 bps) to be paid in three
successive installments of €3 million, €3 million and €2.2 million,
respectively by the end of October, by the end of November and
before the completion of the Capital Increase (as defined below)
(the "Poland Advance"). The Poland Advance will be
made available to MBWS France pursuant to a current account advance
entered into on the very same day between MBWS and MBWS France.
This Poland Advance is secured by a first rank pledge of
receivables granted by MBWS to the benefit of COFEPP relating to
the current account receivables resulting from the sums made
available to MBWS France by MBWS, which are themselves secured by a
second rank pledge on the William Peel brand granted by MBWS France
to the benefit of MBWS. It may either be converted in whole or in
part into ordinary shares within the framework of the completion of
the Capital Increase, or, if not capitalized, be reimbursed, if
applicable, with the proceeds of the cash subscriptions to the
Capital Increase by shareholders other than COFEPP.
EXTRAORDINARY GENERAL MEETING FOR A
CAPITAL INCREASE
Furthermore, MBWS announces the date of its
Extraordinary Shareholders' Meeting (the "Shareholders'
Meeting"), called to approve the resolutions relating to
the reduction of the share capital of MBWS by reduction of its
share’s nominal value and to the financial delegation to be granted
to the Board of Directors for the completion of the Company's
capital increase announced on December 20th 2019, which would be
carried out with the maintenance of preferential subscription
rights for a maximum overall amount of €105.3 million (issue
premium included), via the issuance of new ordinary shares to be
subscribed in cash and/or by offsetting debts and for a unit
subscription price of €1.50 (the "Capital
Increase"). In addition, the Shareholders' Meeting will be
asked to vote on the renewal of all the financial delegations to be
granted to the Board of Directors – noting that only the delegation
to the Board of Directors for the purpose of a capital increase
with maintenance of preferential subscription rights is intended to
be used for the Capital Increase.
The Shareholders' Meeting will be held on
November 30th at the Company's head office. Against the backdrop of
the coronavirus epidemic (Covid-19) and the restrictions on
movement and gatherings imposed by the French Government, and in
accordance with Article 4 of Order 2020-321 of March 25th 2020,
extended by Decree No. 2020-925 of July 29th 2020, this
Shareholders' Meeting will be held behind closed doors, without the
physical presence of shareholders and persons entitled to
attend.
The notice of meeting including the agenda, the
draft resolutions as well as the terms and conditions of
participation in the Shareholders' Meeting, will be published in
the ‘Bulletin des Annonces Légales Obligatoires’ (public notices)
on October 26th 2020 and posted on the Company's website:
https://fr.mbws.com/investisseurs/assemblee-generale/assemblee-generale-2020
Prior to the completion of the Capital Increase,
the nominal value of the Company's shares, currently two (2) euros,
will be reduced by the clearance of previous losses, thereby
reducing the nominal value of the share to €1.40.
Scheduled for the end of 2020, the launch of the
Capital Increase remains dependent upon (i) the approval of the
necessary resolutions by the Shareholders' Meeting, (ii) the
issuance by the Autorité des marchés financiers of its approval of
the prospectus relating to the operation and (iii) the
formalization of the agreement in principle on the amendment of a
bulk Scotch Whisky supply contract with a supplier of the
Company.
In this respect and in the context of a possible
failure of the Brexit talks, discussions with the aforementioned
supplier are ongoing but remain uncertain to date. Without being
detrimental to the outcome of these discussions, the signature of
the final contract is expected to take effect upon the
establishment of a global conciliation protocol summarizing the
various stages of the Group's restructuring. This formalization
would trigger the payment by COFEPP of the balance of the current
account advance of €7 million (the "Balance of Advance No.
2").
In the event that some of the current account
advances granted by COFEPP are not incorporated into the share
capital, either by non-reducible or reducible subscription, they
must be repaid with the proceeds of the cash subscriptions to the
Capital Increase by shareholders other than COFEPP within one month
following the completion of the Capital Increase.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 resolutions
necessary for the implementation of the Capital Increase.
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
marketing communication nor 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.
Financial calendarMarie Brizard
Wine & Spirits will announce its 9 Months Sales on October 28,
2020.
About Marie Brizard Wine & Spirits
Marie Brizard Wine & Spirits is a Group of
wines and spirits based in Europe and the United States. Marie
Brizard Wine & Spirits stands out for its expertise, a
combination of brands with a long tradition and a resolutely
innovative spirit. From the birth of the Maison Marie Brizard in
1755 to the launch of Fruits and Wine in 2010, the Marie Brizard
Wine & Spirits Group has developed its brands in a spirit of
modernity while respecting its origins. Marie Brizard Wine &
Spirits' commitment is to offer its customers brands of confidence,
daring and full of flavours and experiences. The Group now has a
rich portfolio of leading brands in their market segments,
including William Peel, Sobieski, Fruits and Wine, Marie Brizard
and Cognac Gauthier.Marie Brizard Wine & Spirits is listed on
Compartment B of Euronext Paris (FR0000060873 - MBWS) and is part
of the EnterNext PEA-PME 150 index
ContactImage Sept Claire Doligez
– Flore Largercdoligez@image7.fr / flarger@image7.frTél : +33 1 53
70 74 70 |
- MBWS_PR_2020OCT23_POLANDCLOSING_EGM-EN
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