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Paris, 20 December 2019
Signature of an agreement between MBWS and COFEPP
subject to conditions
in order to address group's immediate cash needs
Marie Brizard Wine & Spirits _Euronext: MBWS_ announced today the signature of a conditional
agreement with its majority shareholder, Compagnie Financière Européenne de Prises
de Participations _COFEPP_, which currently holds around 51% of the capital and voting
rights of MBWS. Under this agreement, COFEPP has undertaken to finance MBWS' cash
flow requirements for 2020, provided that certain suspensive conditions are met and
under the conditions described below.
Facing immediate cash needs requiring cash inflows as from early 2020, resulting in
particular from past losses, the business situation in Poland and also the legislative
changes affecting the market for aromatised wines, MBWS examined all possible solutions
and asked its majority shareholder COFEPP to grant it new financing, which would be
made available to it as quickly as possible, after the group had initiated several
unsuccessful attempts to obtain financing from third parties.
Subject to the prior agreement of MBWS' bank lenders, representing the entire bank
debt of MBWS SA _excl. factoring_ the Company, to transfer to COFEPP by January 15,
2020 at the latest their receivables from the €45 million credit agreement signed
on July 26, 2017 and the overdrafts drawn to date _the "Bank Debt"_, COFEPP will grant
the Group two financing arrangements, in the form of current account advances:
- A first current account advance amounting to €15 million _paid at an annual capitalised
rate of EURIBOR 3 months + 425 bps_ which would be made available to MBWS by January
17, 2020, including, _i_ under certain conditions, €7.4 million which would be allocated
to MBWS for its activities in Poland and _ii_ €7.6 million which would be distributed
to MBWS France to cover the cash flow requirement until mid-March 2020 _"Bridge No.
1"_; and
- A second current account advance of €17 million _paid at an annual capitalised rate
of EURIBOR 3 months + 425 bps_ which would be made available to MBWS by 17 March
2020 and which would be used in particular for the Group's general cash flow requirements
_"Bridge No.2"_;
Bridge No.1 and Bridge No.2 would be secured by several guarantees on the Group's
assets, in particular pledges on the Sobiesksi, Marie Brizard and William Peel brands,
as well as a pledge on the shares of MBWS France, Cognac Gautier and Vilniaus Degtiné.
In addition to the condition of obtaining an agreement relating to the Bank Debt,
the granting of Bridge No. 2 is furthermore contingent on _i_ the agreement in principle
of the public creditors on a moratorium on part of the Group's tax and social security
debts, _ii_ the amendment of a contract for the bulk supply of Scotch Whisky concluded
with an MBWS supplier and _iii_ the stability of estimated cash requirements for 2020.
If all of the suspensive conditions are fulfilled, Bridge No. 1, Bridge No. 2 and
the Bank Debt would then be fully incorporated into the capital of MBWS by COFEPP,
as part of a capital increase of MBWS which would be carried out with retention of
the preferential subscription rights for a maximum overall amount _issue premium included_
of €105,3 million, via the issuance of new ordinary shares to be subscribed in cash
and/or by offsetting debts _the "Capital Increase"_.
COFEPP has committed itself to subscribing on a non-reducible basis, up to the amount
of its share in capital of MBWS and, as a guarantee, up to 75% of the amount of the
Capital Increase, namely a total aggregate amount _issue premium included_ of 79 million
euros, in particular by offsetting against its receivables in respect of Bridge No.
1, Bridge No. 2 and the Bank Debt. If the conditions precedent related to the Capital
Increase are not lifted by 30 June 2020, the reimbursement of the Bridges would take
place at the latest on 31 March 2022.
The subscription price of the new shares to be issued within the framework of the
Capital Increase would be equal to 1.50 euros per share.
COFEPP's commitments to subscribe for and underwrite the Capital Increase are subject
to the fulfillment of the legal and regulatory conditions precedent customary for
this type of transaction _i.e. authorization of the Extraordinary General Meeting,
approval by the AMF of the prospectus relating to the transaction, reduction of the
share capital of MBWS by decrease of the nominal value to enable the transaction to
be carried out at the aforementioned price, etc..._
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 transactions provided for under
this agreement, both in its capacity as a shareholder and through its representatives
on the Board of Directors.
Upon completion of the Capital Increase and in the event that COFEPP, in accordance
with its aforementioned undertakings, subscribes to the Capital Increase on an irreducible
basis as well as by way of guarantee, i.e. for a total amount of 79 million euros,
COFEPP would hold 77.5% of the share capital and voting rights of MBWS.
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 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.
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 indexContact
Image Sept
Claire Doligez
cdoligez@image7.fr
Phone: +33 _0_1 53 70 74 70
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RB-W: Signature of an agreement between MBWS and COFEPP subject to conditions in order to
address group's immediate cash needs
