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: email@example.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)|
|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%|
|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
Claire Doligez – Flore Larger
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