Charenton-le-Pont, November 30, 2020
The Extraordinary General Meeting of Shareholders approves the capital reduction
and the financial delegation to the Bord of Directors necessary for the implementation
of the capital increase
Marie Brizard Wine & Spirits (Euronext: MBWS) announces that the Extraordinary General Meeting of Shareholders of the Company was held on 30 November 30, 2020 at 2:30 p.m. at the Company's registered office, under the chairmanship of Mr George Graux, Chairman of the Board of Directors.
In accordance with the provisions of order no. 2020-321 of 25 March 2020 issued in the context of the health crisis linked to Covid-19 and extended by decree no. 2020-925 of 29 July 2020, it was exceptionally held behind closed doors, without the physical presence of the shareholders and other persons entitled to attend. However, shareholders were able to give their proxy or vote by mail or on the VOTACCESS platform in advance of the Meeting. 293 shareholders were represented or voted by mail. Together, they owned 34,993,026 shares and 38,199,992 voting rights1 attached (i.e. 78.51% of the capital and 79.62% of the votes).
The Company's shareholders approved all of the resolutions submitted to them, including in particular the resolutions required to implement the proposed capital increase with shareholders' preferential subscription rights for a maximum aggregate amount (including share premium) of approximately €105, 3 millions, via the issue of a maximum of 70.2 million new ordinary shares to be subscribed for in cash and/or by offsetting debts, for a unit subscription price of €1.50 (the "Capital Increase") as provided for in the refinancing agreement entered into on December 20 between the Company and its main shareholder COFEPP.
As a reminder, the launch of the planned Capital Increase by end2020-early 2021 remains subject to (i) 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 (ii) the issuance by the AMF of its approval of the prospectus relating to the transaction.
The detailed results of the votes, resolution by resolution, and the answers to the written questions received by the Company are available on the MBWS website under the heading "General Meeting", after certification of the attendance sheet by the General Meeting Office, via the following link https://fr.mbws.com/investisseurs/assemblee-generale/assemblee-generale-2020.
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
email@example.com / firstname.lastname@example.org
Tél : +33 1 53 70 74 70
1 Real voting rights