- Finalization of the sale of activities in
Poland toUnited Beverages S.A. - Conclusion of a new current account advance with COFEPP to meet its immediate cash requirements
- Announcement of the date of the Extraordinary General Meeting for a Capital Increase
FINALIZATION OF THE SALE OF ACTIVITIES IN
As announced on
The two groups will now be pursuing their cooperation through in particular a distribution agreement with
It is reminded that, in accordance with the agreement signed, the payment of the sale price is made in several instalments. Taking into account the net financial debt related to the divested business, the cash impact for MBWS is negative in the short term and remains very limited in the long term.
CONCLUSION OF A NEW CURRENT ACCOUNT ADVANCE WITH COFEPP
Following the reimbursement by MBWS of certain financial debts related to the Polish activities that allowed the lifting of the above-mentioned conditions precedent and to allow the Company to continue as a going concern, the latter entered into a new current account advance with COFEPP for a principal amount of €8.2 million (remunerated at the annual capitalized rate of EURIBOR 3 months with a floor at zero + 425 bps) to be paid in three successive installments of €3 million, €3 million and €2.2 million, respectively by the end of October, by the end of November and before the completion of the Capital Increase (as defined below) (the "Poland Advance"). The Poland Advance will be made available to MBWS France pursuant to a current account advance entered into on the very same day between MBWS and MBWS France. This Poland Advance is secured by a first rank pledge of receivables granted by MBWS to the benefit of COFEPP relating to the current account receivables resulting from the sums made available to MBWS France by MBWS, which are themselves secured by a second rank pledge on the William Peel brand granted by MBWS France to the benefit of MBWS. It may either be converted in whole or in part into ordinary shares within the framework of the completion of the Capital Increase, or, if not capitalized, be reimbursed, if applicable, with the proceeds of the cash subscriptions to the Capital Increase by shareholders other than COFEPP.
EXTRAORDINARY GENERAL MEETING FOR A CAPITAL INCREASE
Furthermore, MBWS announces the date of its Extraordinary Shareholders' Meeting (the "Shareholders' Meeting"), called to approve the resolutions relating to the reduction of the share capital of MBWS by reduction of its share’s nominal value and to the financial delegation to be granted to the Board of Directors for the completion of the Company's capital increase announced on
The Shareholders' Meeting will be held on
The notice of meeting including the agenda, the draft resolutions as well as the terms and conditions of participation in the Shareholders' Meeting, will be published in the ‘Bulletin des Annonces Légales Obligatoires’ (public notices) on
https://fr.mbws.com/investisseurs/assemblee-generale/assemblee-generale-2020
Prior to the completion of the Capital Increase, the nominal value of the Company's shares, currently two
Scheduled for the end of 2020, the launch of the Capital Increase remains dependent upon (i) the approval of the necessary resolutions by the Shareholders' Meeting, (ii) the issuance by the Autorité des marchés financiers of its approval of the prospectus relating to the operation and (iii) the formalization of the agreement in principle on the amendment of a bulk Scotch Whisky supply contract with a supplier of the Company.
In this respect and in the context of a possible failure of the Brexit talks, discussions with the aforementioned supplier are ongoing but remain uncertain to date. Without being detrimental to the outcome of these discussions, the signature of the final contract is expected to take effect upon the establishment of a global conciliation protocol summarizing the various stages of the Group's restructuring. This formalization would trigger the payment by COFEPP of the balance of the current account advance of €7 million (the "Balance of Advance No. 2").
In the event that some of the current account advances granted by COFEPP are not incorporated into the share capital, either by non-reducible or reducible subscription, they must be repaid with the proceeds of the cash subscriptions to the Capital Increase by shareholders other than COFEPP within one month following the completion of the Capital Increase.
Disclaimer
This press release, the information contained herein, does not constitute an offer to sell or subscribe, if solicited, for securities of MBWS in
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
This press release does not constitute a marketing communication nor a prospectus as defined in Regulation 2017/1129 of the
No offer of MBWS securities is made, nor will be made to the public in
As regards the Member States of the European Economic Area other than
Financial calendar
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Attachment
- MBWS_PR_2020OCT23_POLANDCLOSING_EGM-EN
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