Cibi e Bevande
Marie Brizard Wine & Spirits : MBWS and COFEPP sign a binding agreement
Paris, 24 December 2018
Marie Brizard Wine & Spirits (Euronext: MBWS) today announced the signing of a binding agreement with Compagnie Financière Européenne de Prises de Participation (COFEPP).
In September 2018, in light of the downturn in its financial outlook and the financial difficulties faced by the Group (MBWS, the ), the Board of Directors decided to accelerate the optimization of the Group's cost structure and to begin a project to sell some of the Group's brands to cover all or part of the losses in FY 2018. As stated at the time, the brands that contribute most significantly to the Group's net sales are not to be affected by this project.
The Group has decided to broaden the project's scope to include other assets, whose disposal would not limit the Group's capacity to develop and to execute its strategy.
Since last September, given this situation, the Group sought in parallel to secure the backing of a solid partner, capable of providing the necessary financial means, and of supporting the execution of the strategy to be communicated by the Chief Executive Officer in Q1 2019. It is within this context that a binding agreement is announced today with COFEPP, the Group's main shareholder, currently accounting for 29.47% of MBWS' capital.
The agreement foresees, , two alternative options, described hereafter, which are subject to a vote of approval by the shareholders at the Mixed General Assembly of MBWS shareholders the
), expected to be held on 31 January 2019.
COFEPP has committed to subscribe a loan for a nominal amount of 25 million euros, at an annual interest rate of 4.56%, maturing on 30 April 2020 (the
). This loan is subject to the favorable vote of shareholders at the General Assembly regarding one or the other of the two aforementioned options. This Bridge Loan would be repaid in advance, at the completion date of one of the two options described hereafter, in order to enable the payment of the relevant shares by a receivable offset.
The proceeds of the Bridge Loan will allow for a partial recovery of the Group's financial situation, the repayment of some financial debt, and the strengthening of its cash position, thus enabling the acceleration of its development plan. This first stage will be followed by additional financing, in accordance with one of the two options described hereunder.
Subject to: (i) the favorable vote of the General Assembly on the resolutions regarding the Principal Option, (ii) COFEPP obtaining an exemption from the French Authority of Financial Markets (Autorité des marches financiers, ) for the obligation to launch a public offer, and (iii) COFEPP obtaining the authorization for the operation by the French and Polish anti-trust authorities under conditions considered acceptable by COFEPP, the following is foreseen:
A shareholder who owns 1% of the company's capital today would be diluted to 0.75% of the capital after the COFEPP Reserved Capital Increase. Assuming all Short-term stock warrants are exercised by the other shareholders, the share of said shareholder (if he chooses not to exercise his stock warrants) would be 0.52% of capital, and then 0.40% of capital, assuming all Long-term stock warrants are exercised.
In the event the Principal Option is retained, MBWS has committed to submit to the General Assembly, the nomination, subject to the COFEPP Reserved Capital Increase, of members representing COFEPP so that the latter will hold a majority of seats on the Board of Directors.
In the event that the COFEPP Reserved Capital Increase is not completed, for whatever reason, by 28 February 2019, and subject to the vote of approval by the General Assembly on the relevant resolutions, the Alternative Option will automatically come into effect.
The Principal Option would enable a cash contribution of 45 million euros by COFEPP after the exercising of the stock warrants. The company's shareholders' equity would also be strengthened by the exercising of the stock warrants granted to all the other shareholders.
Subject to the vote in favor by MBWS' General Assembly on the resolutions concerning the Alternative Option, the following is foreseen:
Following the completion of the Capital Increase with PSR under the aforementioned conditions (and assuming that the COFEPP guarantee and the Trust-Manager are put into effect), COFEPP would own a maximum of 30% of MBWS' share capital and voting rights. A shareholder (choosing not to exercise his preferential subscription rights) holding 1% of the capital today would see his holding diluted to 0.65% of capital after the Capital Increase with PSR.
The Alternative Option would enable a cash contribution by COFEPP of 32.5 million euros without affecting the subscription of other shareholders.
Diana Holding has committed to provide a blank power to the Chairman of the Board of MBWS in order for him to exercise the voting rights attached to the relevant shares in favor of all of the resolutions regarding the implementation of the Principal Option or the Alternative Option, which will be recommended by the Board of Directors.
COFEPP and Diana Holding are not acting in concert toward MBWS, as defined by Article L. 233-10 of the French Business Code ( ).
Andrew Highcock, Chief Executive Officer of MBWS, declared,
The completion of the various operations is subject to the approval of the General Assembly. The meeting notice will be published on 26 December 2018 on MBWS' web site, and in the Bulletin of Obligatory Legal Announcements ( ). It is further specified that the specific resolutions pertaining to the operation will not be included in the Meeting Notice at this stage, but will be inserted in the Convening Notice at the aforementioned General Meeting.
In order to guarantee the commitments made in this agreement, COFEPP has committed to put in escrow, no later than 2 January 2019, the amount of 25 million euros.
In order to enable the fulfillment of the conditions to which the Principal Option is subject, COFEPP has committed (i) to submit its exemption request to the AMF and (ii) to file notifications with the French and Polish anti-trust authorities about the operation as soon as possible.
The completion of the operation would also be subject to delivery by the AMF of its approval on the prospectus regarding the COFEPP Reserved Capital Increase and the issue of stock warrants, or the Capital Increase with PSR, as may be the case.
produces and sells a range of wine and spirits across four geographic clusters: Western Europe, Middle East & Africa, Central and Eastern Europe, the Americas, and Asia-Pacific. MBWS has distinguished itself for its know-how, the range of its brands, and a long tradition and history of innovation. From the inception of Maison Marie Brizard in Bordeaux, France in 1755, to the launch of Fruits and Wine in 2010, MBWS has successfully developed and adapted its brands to make them contemporary while respecting their origins. MBWS is committed to providing value by offering its customers bold, trustworthy, flavorful and experiential brands. The company has a broad portfolio of leading brands in their respective market segments, most notably William Peel scotch whisky, Sobieski vodka, Krupnik vodka, Fruits and Wine flavored wine, Marie Brizard liqueurs and Cognac Gautier. MBWS is listed on the regulated market of Euronext Paris, Compartment B (ISIN code FR0000060873, ticker MBWS) and is in the EnterNext© PEA-PME 150 index, among others.
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