Charenton-le-Pont, 23 October 2020
- Finalization of the sale of actions in Poland to United Drinks S.A.
- Conclusion of a brand new present account advance with COFEPP to satisfy its quick money necessities
- Announcement of the date of the Extraordinary Normal Assembly for a Capital Improve
FINALIZATION OF THE SALE OF ACTIVITIES IN POLAND TO UNITED BEVERAGES S.A.
Marie Brizard Wine & Spirits (Euronext: MBWS) proclaims right this moment the finalization of the sale of the entire shares of MBWS Polska and Polmos Lancut to United Drinks S.A. group following the lifting of all situations precedent.
As introduced on July 16th 2020, this settlement is a part of MBWS’ strategic plan to assessment its actions with regard to their capability to generate long-term worth throughout the Group. The acquisition by United Drinks S.A. will give these entities the vital measurement required for a sustainable worthwhile enterprise.
The 2 teams will now be pursuing their cooperation by means of specifically a distribution settlement with United Drinks S.A. for MBWS merchandise in Poland.
It’s reminded that, in accordance with the settlement signed, the fee of the sale value is made in a number of instalments. Bearing in mind the web monetary debt associated to the divested enterprise, the money affect for MBWS is damaging within the brief time period and stays very restricted in the long run.
CONCLUSION OF A NEW CURRENT ACCOUNT ADVANCE WITH COFEPP
Following the reimbursement by MBWS of sure monetary money owed associated to the Polish actions that allowed the lifting of the above-mentioned situations precedent and to permit the Firm to proceed as a going concern, the latter entered into a brand new present account advance with COFEPP for a principal quantity of €eight.2 million (remunerated on the annual capitalized price of EURIBOR three months with a ground at zero + 425 bps) to be paid in three successive installments of €three million, €three million and €2.2 million, respectively by the tip of October, by the tip of November and earlier than the completion of the Capital Improve (as outlined beneath) (the “Poland Advance”). The Poland Advance might be made accessible to MBWS France pursuant to a present account advance entered into on the exact same day between MBWS and MBWS France. This Poland Advance is secured by a primary rank pledge of receivables granted by MBWS to the advantage of COFEPP regarding the present account receivables ensuing from the sums made accessible to MBWS France by MBWS, that are themselves secured by a second rank pledge on the William Peel model granted by MBWS France to the advantage of MBWS. It might both be transformed in entire or partly into bizarre shares throughout the framework of the completion of the Capital Improve, or, if not capitalized, be reimbursed, if relevant, with the proceeds of the money subscriptions to the Capital Improve by shareholders aside from COFEPP.
EXTRAORDINARY GENERAL MEETING FOR A CAPITAL INCREASE
Moreover, MBWS proclaims the date of its Extraordinary Shareholders’ Assembly (the “Shareholders’ Assembly“), referred to as to approve the resolutions regarding the discount of the share capital of MBWS by discount of its share’s nominal worth and to the monetary delegation to be granted to the Board of Administrators for the completion of the Firm’s capital enhance introduced on December 20th 2019, which might be carried out with the upkeep of preferential subscription rights for a most general quantity of €105.three million (problem premium included), through the issuance of recent bizarre shares to be subscribed in money and/or by offsetting money owed and for a unit subscription value of €1.50 (the “Capital Improve“). As well as, the Shareholders’ Assembly might be requested to vote on the renewal of all of the monetary delegations to be granted to the Board of Administrators – noting that solely the delegation to the Board of Administrators for the aim of a capital enhance with upkeep of preferential subscription rights is meant for use for the Capital Improve.
The Shareholders’ Assembly might be held on November 30th on the Firm’s head workplace. In opposition to the backdrop of the coronavirus epidemic (Covid-19) and the restrictions on motion and gatherings imposed by the French Authorities, and in accordance with Article four of Order 2020-321 of March 25th 2020, prolonged by Decree No. 2020-925 of July 29th 2020, this Shareholders’ Assembly might be held behind closed doorways, with out the bodily presence of shareholders and individuals entitled to attend.
The discover of assembly together with the agenda, the draft resolutions in addition to the phrases and situations of participation within the Shareholders’ Assembly, might be revealed within the ‘Bulletin des Annonces Légales Obligatoires’ (public notices) on October 26th 2020 and posted on the Firm’s web site:
Previous to the completion of the Capital Improve, the nominal worth of the Firm’s shares, at present two (2) euros, might be lowered by the clearance of earlier losses, thereby lowering the nominal worth of the share to €1.40.
Scheduled for the tip of 2020, the launch of the Capital Improve stays dependent upon (i) the approval of the required resolutions by the Shareholders’ Assembly, (ii) the issuance by the Autorité des marchés financiers of its approval of the prospectus regarding the operation and (iii) the formalization of the settlement in precept on the modification of a bulk Scotch Whisky provide contract with a provider of the Firm.
On this respect and within the context of a potential failure of the Brexit talks, discussions with the aforementioned provider are ongoing however stay unsure thus far. With out being detrimental to the end result of those discussions, the signature of the ultimate contract is anticipated to take impact upon the institution of a worldwide conciliation protocol summarizing the assorted levels of the Group’s restructuring. This formalization would set off the fee by COFEPP of the stability of the present account advance of €7 million (the “Stability of Advance No. 2”).
Within the occasion that a number of the present account advances granted by COFEPP usually are not integrated into the share capital, both by non-reducible or reducible subscription, they have to be repaid with the proceeds of the money subscriptions to the Capital Improve by shareholders aside from COFEPP inside one month following the completion of the Capital Improve.
Diana Holding, a shareholder with round eight.eight% of the share capital and voting rights of MBWS, has undertaken to vote in favour of all of the resolutions obligatory for the implementation of the Capital Improve.
This press launch, the data contained herein, doesn’t represent a suggestion to promote or subscribe, if solicited, for securities of MBWS in Australia, Canada, Japan or the US of America or in another nation by which such supply or solicitation could be prohibited.
The dissemination, publication or distribution of this press launch in sure nations could represent a violation of relevant legal guidelines and laws. Consequently, individuals bodily current in such nations and by which this press launch is disseminated, distributed or revealed should inform themselves of and adjust to any such native restrictions. This press launch should not be disseminated, revealed or distributed, straight or not directly, in Australia, Canada, Japan or the US of America.
This press launch doesn’t represent a advertising communication nor a prospectus as outlined in Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be revealed when securities are provided to the general public or admitted to buying and selling on a regulated market and repealing the Prospectus Directive 2003/71/EC (the “Prospectus Regulation“).
No supply of MBWS securities is made, nor might be made to the general public in France, previous to the AMF’s approval of a prospectus, which might be accessible on the MBWS web site (http://fr.mbws.com/) and on the AMF web site (www.amf-france.org).
As regards the Member States of the European Financial Space aside from France, no motion has been or might be taken to permit a public providing of securities requiring the publication of a prospectus in any of the Member States involved. Accordingly, any supply of securities of MBWS could solely be made in any of the Member States (i) to certified traders throughout the which means of the Prospectus Regulation; or (ii) in another case exempting MBWS from publishing a prospectus in accordance with Article 1(four) of the Prospectus Regulation.
Marie Brizard Wine & Spirits will announce its 9 Months Gross sales on October 28, 2020.
About Marie Brizard Wine & Spirits
Marie Brizard Wine & Spirits is a Group of wines and spirits primarily based in Europe and the US. Marie Brizard Wine & Spirits stands out for its experience, a mixture of manufacturers with a protracted custom and a resolutely progressive spirit. From the beginning 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 manufacturers in a spirit of modernity whereas respecting its origins. Marie Brizard Wine & Spirits’ dedication is to supply its clients manufacturers of confidence, daring and filled with flavours and experiences. The Group now has a wealthy portfolio of main manufacturers of their market segments, together with 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 a part of the EnterNext PEA-PME 150 index
Claire Doligez – Flore Bigger
[email protected] / [email protected]
Tél : +33 1 53 70 74 70