Marie Brizard Wine & Spirits: information prior to the
Extraordinary General Meeting of Shareholders to be held on 30
November 2020
Charenton-le-Pont,
25th November 2020
Information prior to the Extraordinary
General Meeting of Shareholders to be held on 30 November
2020
Marie Brizard Wine &
Spirits (Euronext: MBWS) reminds its shareholders that the
Extraordinary General Meeting of the Company's shareholders will be
held on 30th November 2020 at 2:30 p.m. at the Company's
headquarters, under the chairmanship of Mr George Graux, Chairman
of the Board of Directors.
In accordance with the provisions of order
n°2020-321 of 25 March 2020 issued in the context of the health
crisis linked to Covid-19 and extended by decree n°2020-925 of 29
July 2020, it will exceptionally be held behind closed doors,
without the physical presence of the shareholders and other persons
entitled to attend. Shareholders are therefore invited to
participate in the General Meeting by voting exclusively by mail or
by giving a proxy using the mail voting form or by Internet on the
secure voting platform VOTACCESS. In this respect, it is specified
that, in accordance with Article 6 of Decree n°2020-418, proxies
with a named person must be received no later than the fourth day
prior to the General Meeting, i.e. midnight (Paris time) on 26
November 2020, and that the instructions of the proxy holder must
also be sent within the same time limit, in the form of a postal
voting form, by e-mail to the following e-mail address:
actionnaire@mbws.com or on the VOTACCESS platform.
Consequently, no admission card will be issued
to shareholders or their representatives who request one.
No questions may be asked during the General
Assembly and no new resolutions may be placed on the agenda during
the General Assembly.
The General Meeting will be audiocast
live. Details of accessing this webcast will be posted online
prior to the Meeting on the dedicated section:
http://fr.mbws.com/investisseurs/assemblee-generale/assemblee-generale-2020.
The preparatory documents and information
relating to the said meeting, as provided for in Article R.
225-73-1 of the French Commercial Code, are available on the
Company's website
(https://fr.mbws.com/investisseurs/assemblee-generale/assemblee-generale-2020).
A financial presentation prepared by Management
will be posted on the Company's website prior to the General
Meeting.
The Company's Board of Directors will meet on
30th November 2020 prior to the Meeting in order to answer the
various written questions submitted to it. The answers will be
posted online on the Company's website on the same day.
Ownership of capital and voting
rights
To date, to the best of the Company's knowledge
and on the basis of the information provided to it, the breakdown
of the Company's capital and voting rights is as follows:
Shareholders |
# of Shares |
% share Capital |
# of Voting Right |
% VR (4) |
COFEPP
(1) |
22,779,967 |
50.96% |
22,779,967 |
47.26% |
Diana
Holding (2) |
3,940,000 |
8.81% |
7,140,000 |
14.81% |
BDL
Capital Management(3) |
2,886,968 |
6.46% |
2,886,968 |
5.99% |
Others |
15,091,909 |
33.76% |
15,396,909 |
31.94% |
Total in # |
44,698,844 |
100% |
48,203,844 |
100% |
(1) Compagnie Financière Européenne de Prises de
Participations, a French société anonyme with a Management Board
and Supervisory Board, is registered with the Créteil Trade and
Companies Registry under number 572 056 331 and is controlled by
the Cayard Family Group. (2) Diana Holding, a public limited
company under Moroccan law, is controlled by the Zniber family. The
chairman and managing director of Diana Holding is Mrs. Rita Maria
Zniber. Diana Holding has a leading holding activity.(3) BDL
Capital Management, a French société par actions simplifiée
(simplified joint stock company), is registered with the Paris
Trade and Companies Registry under number 481 094 480 and is 50%
owned by Hugues Beuzelin and Thierry Dupont respectively. The
Chairman of BDL Capital Management is Hugues Beuzelin.(4)
Theoretical voting rights.
In a letter received on 10th November 2020,
followed by letters received on 12th November, Diana Holding
declared that on 11th October 2020 it had crossed the threshold of
10% of the Company's voting rights and that on 5th November 2020 it
held 3,940,000 shares in the Company representing 7,140,000 voting
rights, i.e. 8.81% of the share capital and 14.81% of the voting
rights of the Company. Crossing this threshold results from the
acquisition of double voting rights in favour of Diana Holding (see
D&I no. 220C4982 dated 13 November 2020).
In addition, the Company has been informed by
its main shareholder, COFEPP, that the latter has, in connection
with the Company's plan to launch a capital increase with
preservation of shareholders' preferential subscription rights
(subject to the fulfilling of the conditions precedent set out
below), for a global amount of €105.3 million (including issue
premium) (the "Capital Increase"), filed on 24th
November 2020 with the French Financial Markets Authorities
(“Autorité des Marchés Financiers”) a request for an exemption from
the obligation to file a mandatory tender offer on the Company's
securities on the basis of Article 234-9.2° of the AMF General
Regulation.
This request for a waiver follows a potential
"excès de vitesse" (within the meaning of the tender offer rules
applicable in France) in voting rights by COFEPP that would result
from the execution of its commitment to subscribe, on an
irreducible basis, to the Capital Increase.
As a reminder, COFEPP committed to the Company
to subscribe to the Capital Increase on an irreducible basis and in
proportion to its share in the capital of the Company and to
guarantee the Capital Increase up to 75% of its amount. As of the
date of this press release, the Company is not aware of the
intentions of its other shareholders or the members of its
administrative, management or supervisory bodies.
It is recalled in this respect that the launch
of the Capital Increase, scheduled for the end of 2020-early 2021,
remains subject to (i) the approval by the Extraordinary General
Shareholders' Meeting of 30 November 2020 of the 1st and 2nd
resolutions necessary for the implementation of the Capital
Increase, (ii) the formalization of the agreement in principle on
the amendment of a contract for the bulk supply of Scotch Whisky
entered into with a supplier of the Company and (iii) the issuance
by the “Autorité des Marchés Financiers” of its approval of the
prospectus relating to the transaction.
The objectives, terms and conditions of the
Capital Increase are described in more detail in the report of the
Board of Directors to the Meeting of 30 November
(https://fr.mbws.com/sites/default/files/mbws_-_rapport_ca_sur_les_resolutions_-_ag_30_11_20.pdf).
The maximum number of ordinary shares of the Company to be issued
as part of the Capital Increase is approximately 70,2 million
shares.
The completion of the Capital Increase will have
no impact on the governance of the Company.
Status of the formalisation of the
Scotch Whisky supply
Discussions with the Scotch Whisky supplier are
still ongoing, in particular on issues related to the possible
economic impacts of the health crisis generated by Covid-19 and a
possible failure of the Brexit talks. In view of the progress
of these discussions as of the date of this press release, the
formalisation of an agreement remains uncertain at this time.
Status of the proposed sale of
Moncigale
The information-consultation procedure with
employee representative committees and the procedure for requesting
authorisation from the French Competition Authority are underway,
with the sale now scheduled to be finalised at the end of December
2020/early January 2021.
Status of the formalization of the
moratorium on public claims
As a reminder, an agreement in principle by the
public creditors on a moratorium on part of the Group's tax and
social security debts was validated by the CIRI on September 23,
2020, for a maximum amount of €7.5 million. As of today’s date, the
Company is still awaiting the formalisation of this agreement by
the CCSF (the « Commission des chefs de services financiers et
des représentants des organismes de Sécurité Sociale et de
l'Assurance Chômage de Paris »).
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 |
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