Charenton-le-Pont, January 12, 2021
Update on the formalization of the agreement in principle on the amendment of the Scotch Whisky supply contract
Update on the proposed Capital Increase
Marie Brizard Wine & Spirits (Euronext: MBWS) announces today that after lengthy discussions, an agreement has finally been formalized between the Company and its main bulk supplier of Scotch Whisky and that the parties have signed the amended contract today, after prior authorization by the Board of Directors.
The main effect of this new contract is to reset the Group's minimum annual volume purchase commitments compared with those provided for in 2021 and subsequent years under the terms of the previous contract. To date, these purchase commitments represent virtually all of the Group's Scotch Whisky supply requirements for its William Peel and Sir Pitterson brands.
In addition to the minimum contractual purchase commitments it provides for, this new contract also includes a “rediscussion” clause between the parties in the event that certain important, external and unforeseeable events affect the Group's ability to meet these volume commitments.
As a result of this formalization, the launch of the proposed capital increase with shareholders' preferential subscription rights, which was the subject of a press release on 22 December 2020, for a maximum aggregate amount (including issue premium) of approximately €105.3 million, via the issue of a maximum amount of approximately 70.2 million new ordinary shares to be subscribed for in cash and/or by offsetting receivables, for a unit subscription price of 1.50 euros (the "Capital Increase"), subject in particular to the formalization of the aforementioned agreement, is expected to take place in the coming days.
The launch of the Capital Increase remains, however, subject to the delivery by the Autorité des marchés financiers of its approval of the prospectus relating to the operation.
Moreover, in accordance with the terms of the refinancing agreement entered into on 20 December 2019 between the Company and COFEPP, as revised by amendments, payment by COFEPP of the current account advance of approximately €7 million should take place in the coming days, and at the latest before the opening of the subscription period for the Capital Increase. In accordance with the aforementioned agreement, this amount will either be capitalized within the scope of guarantee of the Capital Increase (up to 75%) granted by COFEPP, or reimbursed by MBWS thanks to the proceeds of the cash subscriptions of the other shareholders.
This press release, and the information contained, does not constitute an offer to sell or subscribe, nor a solicitation of an order to buy or subscribe, securities of MBWS in Australia, Canada, Japan or the United States of America or in any other country in which such an offer or solicitation would be prohibited.
The diffusion, publication or distribution of this press release in certain countries may constitute a violation of applicable laws and regulations. Consequently, persons physically present in these countries and in which this press release is diffused, distributed or published must inform themselves of and comply with any such local restrictions. This press release must not be diffused, published or distributed, directly or indirectly, in Australia, Canada, Japan or the United States of America.
This press release is not a promotional communication and does not constitute a prospectus within the meaning of 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, or 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).
With regard to the Member States of the European Economic Area other than France, no action has been or will be taken to permit a public offer 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 circumstances 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 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
Claire Doligez- Flore Larger
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Tél : +33 1 53 70 74 70