Advising Marie Brizard Wine & Spirits (MBWS), producer and seller of wine and spirits, on the signing of a binding agreement with Compagnie Européenne de Prises de Participations (COFEPP), the MBWS’ main shareholder, currently accounting for 29.47% of MBWS’ capital, in order to provide the necessary financials means and support the execution of the new MBWS’ strategy.
The agreement foresees, inter alia, two alternative options which are subject to a vote of approval by the shareholders at the Mixed General Assembly of MBWS shareholders the “General Assembly”), expected to be held on 31st January 2019.
The Principal Option is subject to COFEPP obtaining the authorization for the operation by the French and Polish anti-trust authorities and the exemption from the French Authority of Financial Markets (Autorité des marches financiers,“AMF”) for the obligation to launch a public offer, and consists of the subscription by COFEPP to an increase in MBWS’ capital, and the allocation for free by MBWS to all shareholders of stock warrants (“BSA”). 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.
In the event that the COFEPP Reserved Capital Increase is not completed,the Alternative Option will automatically come into effect.
The Alternative Option consists of the implementation of a capital increase for MBWS with shareholders’ preferential subscription rights (PSR) secured by COFEPP in order to reach the 75% completion, and of the subscribtion of a bond by COFEPP. The Alternative Option would enable a cash contribution by COFEPP of 32.5 million euros without affecting the subscription of other shareholders.
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.