| Ivry-sur-Seine, 5 January 2016 THE EXTRAORDINARY GENERAL MEETING APPROVES THE PUBLIC EXCHANGE OFFER ON EXISTING STOCK WARRANTS Finance the Group’s development and simplify its balance sheet structure Generate up to €88 million in additional cash in the short term Marie Brizard Wine & Spirits (Euronext Paris: MBWS) announces that its shareholders’ Extraordinary General Meeting was held today, chaired by Benoît Hérault, Chairman of the Board of Directors. The Meeting, sitting with a quorum and the majority required of extraordinary general meetings, notably adopted the first resolution submitted for its approval concerning the granting of full powers to the Board of Directors for the purpose of issuing new stock warrants, without preferential subscription rights for existing shareholders, in exchange for the 2004 Warrant, 2006 Warrant, Actionnaires 1 Warrant, Actionnaires 2 Warrant and OS Warrant issued by Marie Brizard Wine & Spirits (the “Existing warrants") and tendered to the simplified public exchange offer initiated by Marie Brizard Wine & Spirits on these warrants (the “Offer"). Consequently, the condition precedent of the Offer relative to the adoption of the aforementioned resolution is lifted. The Offer will thus open in accordance with the schedule indicated in the notice of initiation that will be published by the AMF stock market authority at a later stage. The documents pertaining to the Offer (including the corresponding prospectus granted visa n°15-639 following the AMF’s clearance decision of 22 December 2015) are available on the Marie Brizard Wine & Spirits website (http://fr.mbws.com) and the AMF website (www.amf-france.org). This operation is being carried out in order to simplify the Group’s capital structure, by creating a single tranche of warrant with a homogenous exercise price and simple parity and to make it easier to read and understand the security and its potential dilutive instruments. Lastly, this operation is liable to generate an initial capital increase of up to €88 million in the short term. These proceeds would help facilitate the Company’s exit from the business continuation plan while retaining the means to finance Marie Brizard Wine & Spirits’ development. In the medium term, this operation could allow a second capital increase of up to €109 million to be generated in order to finance potential strategic growth opportunities. Jean-Noël Reynaud, CEO of Marie Brizard Wine & Spirits, comments: “this operation forms part of a dynamic framework focusing on the future, following the deal reached that ended the dispute with the DVNI (the French National and International Audit Office) and the divestment of €28 million of non-strategic assets that represented almost 75% of the divestment proceeds target defined in BiG 2018." Disclaimer This press release was prepared for informational purposes only. This press release does not constitute an offer to the public, nor is it intended to be transmitted in any other country than France. The transmission of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not directed at any persons subject to such restrictions, either directly or indirectly, and may not be accepted in any way from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this press release are responsible for informing themselves on potential applicable local restrictions and for complying with such restrictions. Marie Brizard Wine & Spirits accepts no responsibility for any violation of such restrictions by any person. About Marie Brizard Wine & Spirits Marie Brizard Wine & Spirits is a wine and spirits group operating in Europe and the United States. Marie Brizard Wine & Spirits stands out through its know-how, its assortment of brands with a long tradition and a spirit firmly focused on innovation. From the founding of Maison Marie Brizard in 1755 to the launch of Fruits and Wine in 2010, the Marie Brizard Wine & Spirits group has shown an ability to develop its brands in a modern way whilst respecting their origins. Marie Brizard Wine & Spirits is committed to providing value by offering its clients trustworthy and audacious brands packed with flavours and experiences. Today, the Group has a consistent portfolio of brands that are leaders on their respective segments, and notably William Peel, Sobieski, Fruits and Wine and Marie Brizard. Marie Brizard Wine & Spirits is listed on Compartment B of Euronext Paris (FR0000060873 - MBWS) and is included in the EnterNext© PEA-PME 150 index. Contact: Image Sept Simon Zaks [email protected] Tel: +33 (0)1 53 70 74 63 | |
