availability of the 2014 reference document

Transcription

registration document
P art 1. P resentation
of the
G roup
M arie B rizard W ine & S pirits
2014
1
2
M arie B rizard W ine & S pirits
19,
boulevard
40,
P aul V aillant C outurier
J ean C ompagnon
quai
94200 I vry - sur -S eine
C réteil T rade & C ompanies R egister
N umber 380 695 213
under
Shae Capital of € 52,973,242
R egistration D ocument
2014
Pursuant to its general regulations, and specifically to Article 212-13, the French Financial Markets Authority (the
“AMF”) registered this Registration Document on 14 october 2015 under number R.15-074 (the “Registration Document”). This document may only be used in support of a financial transaction if supplemented by a transaction notice
certified by the AMF. It has been prepared by the Company and engages the liability of its signatories.
In accordance with the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, this document
was registered once the AMF had ascertained that it was complete and understandable, and that the information that
it contains was consistent. It does not imply ratification by the AMF of the financial and accounting items included
herein.
Copies of the Registration Document are available free of charge from Marie Brizard Wine & Spirits, 19, boulevard
Paul Vaillant Couturier – 40, quai Jean Compagnon – 94200 Ivry-sur-Seine, on the AMF website (http://amf-france.
org), and on the Company’s website (http://www.belvedere.fr).
It is reminded last Shareholders General Meeting on 30th June 2015 decided to change the name of the Company,
which is now “ Marie Brizard Wine & Spirits ”, instead of “ Belvédère ”. Thus, within the present Registration Document, the reader would find both Company’s names, some legal and/or financial information was established before
this legal Company’s name change.
3
TABLE OF CONTENTS
PA R T 1
PAR T 2
Presentation of the Group
Legal and financial information
CHAPTER 1: MARIE BRIZARD
WINE & SPIRITS GROUP
PRESENTATION
page 7
page 7
1.1 Key events in Marie Brizard Wine
& Spirits Group history
page 8
1.2 Simplified flow chart
page 8
1.3 Role of the different legal structures
page 16
CHAPTER 2: MANAGEMENT
REPORT FOR 2014
page 16 2.1 Activities and events of 2014
page 20 2.2 Analysis of results and of financial
page 9
1.4 Activities of Marie Brizard Wine
& Spirits
page 9
1.5 Main markets and activities
structure at year ended 31 december
2014
page 27 2.3 Latest events and outlooks
page 29 2.4 Risk factors
page 36 2.5 Description of the group
page 37 2.6 Investment policy
page 10
1.6 Selected financial information
page 12
1.7 Properties, plants and equipments
page 13
1.8 Important contracts
page 38 2.7 Governance and remuneration
page 45 2.8 Workforce
page 47 2.9 Share capital and shareholding
structure
page 54 2.10 Other information
page 58
CHAPTER 2 BIS: ADDITIONAL
INFORMATION TO 2014
MANAGEMENT REPORT
page 58 2.2 bis Analysis of results and of
financial structure at the end of
H1 2015
4
page 64
2.4 bis Risk factors
PAR T 3
page 65
2.7 bis Governance and remuneration
Additional information
page 68
2.8 bis Workforce
CHAPTER 6: GENERAL
INFORMATION ABOUT THE
COMPANY AND ITS SHARE CAPITAL
page 178
CHAPTER 3: SOCIAL
AND ENVIRONMENTAL
RESPONSIBILITY REPORT
page 69
page 69
page 81
3.1 Information regarding staff and
environmental information and social
commitments to sustainable development
3.2 Independent third party’s report
on the consolidated social and environmental information provided in
this Management Report
CHAPTER 4: CONSOLIDATED
STATEMENT
page 83
page 83
4.1 2014 consolidated income statement
page 127
4.2 Statutory Auditors’ report on the
2014 financial statements
page 178
6.1 General information about Marie
Brizard Wine & Spirits SA
page 179
6.2 Memorandum and Articles of Association
page 189
6.3 Shareholders and Voting rights
page 191
6.4 Dividend distribution
page 192
6.5 Depositary
CHAPTER 7: COMBINED GENERAL
MEETING 30 JUNE 2015
page 193
page 193
7.1 Board of Directors’reports to the
Combined General Meeting - 30 June
2015
page 205
7.2 Share buy-back program
page 206
7.3 Specific reports of the auditors on
certain resolutions on the agenda of the
General Meeting 30 June 2015
page 129
4.3 H1 2015 consolidated income
statement
page 158
4.4 Statutory Auditors’ report on the
H1 2015 financial statements
page 207
7.4 Draft resolutions submitted to the
General Meeting - 30 June 2015
CHAPTER 5: GOVERNANCE AND
INTERNAL CONTROL
page 215
7.5 Resolution voting results for the
Combined General Meeting held on
30 June 2015
page 159
page 159
5.1 Chairman’s report on corporate
governance and internal control
page 170
5.2 Statutory Auditors’ Report on
the Chairman’s report on Corporate
Governance and Internal Control
page 171
5.3 Description of the regulated
agreements
page 172
5.4 Statutory Auditors’ special report
on regulated agreements
CHAPTER 8: PERSONS
RESPONSIBLE FOR THE
REGISTRATION DOCUMENT
page 217
APPENDIX
Registration Document cross reference table
regarding appendix I of Commission Regulation (« Directive Prospectus »)
page 217
8.1 Person responsible for the Registration Document
page 217
8.2 Declaration by the person responsible
for the Registration Document
page 218
8.3 Documents incorporated by reference
page 218
8.4 Documents available to the public
of the
G roup
5
PART 1
PREMIÈRE
PARTIE
Presentation
Présentation
duthe
of
Groupe
Group
william peel
Themarque
La
Brand
William Peel is
esta un
scotch
scotch
whisky
whisky
vieilli in
aged
enoak
fût de
casks
chêne
in the
dans
best
la Scotch
plus
pure tradition
tradition.
Withécossaise.
more thanAvec
3 million
près de
3 millions
cases
sold de
in 2014,
caisses
William
vendues
Peel
enis2014,
the
William
8th
leading
Peelbrand
est la 8ème
of Scotch
marque
whisky
mondial de with
worldwide,
scotch
thewhisky,
2nd highest
la 2ème
plus forte
growth
in croissance
2014 according
2014 to
selon
Impact
Impactthe
and
et leader
leaderen
in France, 1er
no. 1
marché
Scotch
au monde
whisky
market
de scotch
worldwide.
whisky.
Thesavoir-faire
Le
Expertise
Reflet d’une
Distilled
in Scotland
traditionand
millénaire
reflecet distillé
ting
a tradition
en Ecosse,
a thousand
Williamyears
Peel old,
associe les
William
Peelmeilleurs
blends the
whiskies
best malt
de malt
and
et de grains.
grain
whiskies.
Le Malt
Whisky
whisky
de malt
comes
provient the
from
du triangle
golden triangle
d’or du whisky,
of whisky,
du
Speyside
from
the Speyside
et des Highlands,
and Highlands,
régions
parcourues
regions
crossed
par des
by streams
cours d’eau
of extred’une
extrême
mely
pure
pureté
waterqui
which
donnent
gives au
themalt
malt
sonparticular
its
goût si particulier
and incomparable
et inimitable.
taste.
Thewhisky
Le
grain whisky
de graincomes
provient,
fromlui,
thedes
Lowlands, the
le berceau
cradle ofduwhisky.
whisky.
Le secret de William Peel repose
surWilliam
cette sélection
Peel’s secret
rigoureuse
comesdes
from
céréales
this
careful
et surselection
son assemblage
of grainsméticuand
leux pour
their
meticulous
un Blended
blending
Scotch
for whisky,
a perparfaitement
fectly
balanced
équilibré
and round
et rond,
Blended
qui
révèle lawhisky
Scotch
générosité
whichdes
reveals
notesthe
maltées
et fruitées. of the malted and fruity
generosity
notes.
La gamme
The
Product
Line pleinement
William
Peel joue
sonWilliam
rôle dePeel
leader
plays
et porte
its leadership
la catégorieand
role
verscarries
de nouvelles
the category
saveurs
to et
new
de
nouveaux
flavors
andusages.
new uses.
Ainsi,
Thus,
récemment,
recently,
William Peel introduced
a lancé des déclinaisons
new flavored
aromatisées,
versions,
William
William
PeelPeel
Honey
Honey
andet
William Peel Delicious Coffee that
qui se
dégustent
tasted
purepures
and fresh,
et bien
asfraiches,
well as elonmais
aussi allongées
gated
long drinkenand
long
cocktails.
drink et en
cocktails.
of the
G roup
CHAPTER 1
MARIE BRIZARD WINE & SPIRITS GROUP
PRESENTATION
1.1
Key events in Marie Brizard Wine & Spirits Group
history
1.2
Simplified flow chart
1.3
Role of the different legal structures
1.4
Activities of Marie Brizard Wine & Spirits
1.7 Properties, plants and equipments
6
of the
G roup
7
1
MARIE BRIZARD WINE & SPIRITS
GROUP PRESENTATION
1.1 Key events in Marie Brizard Wine & Spirits Group
history
The company was funded on 10 January 1991 at Beaune. In
the 90’s, it emerged as the first company to market upscale vodkas while developing a large distribution network especially in
Poland.
On 21 January 1997, the company was introduced on the Paris
stock exchange.
In 1998, the company created the vodka brand “Sobieski”
In the 2000’s, the company launched the commercialization
of a lot of new products and gained production means in order
to integrate the whole value chain. Thus, in 2000, the marketing
of wines began in Bulgaria followed in the next years by the acquisition of a wine domain as well as distilleries in Poland and
Lithuania.
In 2006, the company acquired Marie Brizard & Roger International. That acquisition enabled to acquire the range of products
linked to the longstanding brand “Marie Brizard” such as William
Peel, Cognac Gautier and the wines Moncigale.
In 2008, during an economic turmoil, the company has to
face the opening of a safeguard proceeding. In 2011, the safeguard plan ended and a court-ordered rehabilitation proceeding
was engaged. In 2013, the General Meeting of the Company’s
Shareholders approved the rehabilitation plan, which includes
debt repayment schemes and clearance of some liabilities.
During 2010 and 2011, the company continued to launch new
products such as vodka Krupnik in Poland and the flavored wines
“Fruits and Wines”.
Years 2014 and 2015 stand for a normalization period for the
Group, with the set-up of new governance and the dissociation
of the functions of Chairman of the Board of Directors from those
of Chief Executive Officer, as well as the creation of an Executive
Committee.
On December 2014, after important strategic review of the
working group led by the new Chief Executive Officer, the BiG
2018 plan («Back in the Game 2018») was announced to employees, partners, shareholders and the market. It states objectives for the next 3 years.
Marie Brizard Wine & Spirits is a main actor in the wines and
spirits markets whose ambitious development is based on 4
strategic pillars:
- Vodka (in France and Poland #3 and Worldwide #7) with two
key brands: “Sobieski” and “Krupnik” 1 et 2,
- Brand William Peel on the Scotch whisky segment (in France
#1 and Worldwide #9) 1,
- Brand “Marie Brizard” on the spirits market with a recognized
know how since 1755,
of the
G roup
8
- Brand “Fruits and Wine” on the aromatized wine-based drinks
(in France #1) 3.
On 30 June 2015, the General Meeting of the Company’s
Shareholders approved the new legal name “Marie Brizard Wine
& Spirits” as a replacement for “Belvédère”.
1: Source: Nielsen, Decembre 2014
2: Source: NABCA, Decembre 2014
3: Source: IRI, Decembre 2014
1.2 Simplified flow chart
S implified F low C hart ( share
capital split )
Diana Holding
DF Holding
COFEPP
SPC Lux Mgmt
Others
17,3%
5,7%
5,1%
4,8%
67,2%
MARIE BRIZARD WINE & SPIRITS SA
SOBIESKI SP.
ZO.O.
MARIE BRIZARD &
ROGET INT
Poland 100%
France 100%
VILNIUS
DEGTINE
MARIE BRIZARD
ESPAGNE
Lithuania 68,29%
Spain 100%
MARIE BRIZARD
WINE & SPIRITS
SCANDINAVIA
Denmark 100%
IMPERIAL
BRANDS
USA 100%
1.3 Role of the different legal
structures
MARIE BRIZARD
WINE & SPIRITS
BULGARIA
Bulgaria 100%
Central
Europe
DUBAR
Brazil 100%
Eastern
Europe
The Group is composed of entities broken down according to 7 clusters:
- North America
- South America,
- Central Europe
- Eastern Europe
- Southern Europe
- France / Spain
- Belvédère International
France
cluster
Spain
cluster
North
America
South
America
Southern
Europe
Belvédère
International
cluster
Three main types of subsidiaries can be distinguished within
the Group:
of the
G roup
9
2015 should confirm the main trends observed in recent years
and in particular the sophistication of aromas and the growth of
whisky products.
1/ The production companies, whose role is to produce wines
and spirits for the Group. Those companies cover those different
processes:
- Assembly and aging of wines
- Distillation
- Bottling
- Packaging
2/ The distribution companies, whose role is to market and
promote the products of the Group within each cluster.
3 / Marie Brizard Wine & Spirits SA is the Holding company for
the entire Group. Its main objectives are to manage its subsidiaries and to ensure the right application of the BiG 2018 plan.
The average annual growth of the Spirits market is estimated
to 6% annually for the period 2014 – 2017. Focused on the “value”
and “standard” segments which are the most important and the
most contributive to the growth of the market in France, Poland
and in the United Stated of America, Marie Brizard Wine & Spirits owns a unique positioning and brand portfolio. It possesses a
strong match with the current trends of consumption: cocktails,
women consumption, value for money positioning, sophistication of flavours, etc.
1.4 Activities of Marie Brizard
Wine & Spirits
Armed with those assets, Marie Brizard Wine & Spirits aims to
reinforce its multiregional strategy and wished to bring value to
its clients and consumers by offering trustworthy, bold and full of
flavours brands.
As a reminder, the Group is an international player in the alcoholic drinks sector: marketing and distributing wines and spirits,
primarily in Poland, the United States, and France.
1.5.1 Key markets of its development
The production and marketing of vodka is one of the Group’s
main business activities principally through the Sobieski and
Krupnik brands.
The group consisting of Marie Brizard and its subsidiaries is focused on production and selling products mainly under William
Peel, Marie Brizard, Moncigale and Fruits & Wine brands.
In 2014, new brands, new brand versions and new products
were launched within each of the Group’s main business activities.
The Fruits & Wine brand continued its expansion in 2014 with
the launch of Fruits & Wine Rosé Apricot and Fruits & Wine White
Apple, as well as a line of organic products.
The brand “Marie Brizard” complemented its range of syrups
with the launch of a dozen of new products, including Royal Chocolate, Appel Sour and Cranberry.
Finally, the William Peel assortment was extended with the
launch of two whisky-based spirits “William Peel Honey” and “William Peel Coffee”.
In 2014, in an uncertain global economic environment, the
global market for wines and spirits continued its growth, notably
driven by i) the USA (+ 2.2% in volume for spirits), and ii) spirits
and vodka.
France: grow to reinforce its position as #3 of
the market
In France, the “value” and “standard” segments represented 86% of the market in value in 2013 and 78% of the
market growth since 2005. The Marie Brizard Wine & Spirits positioning enables it to target a reinforcement of leader in the markets of William Peel and Fruits & Wine. For
Sobieski, the goal is to become #2 of the Vodka market.
Thus, Marie Brizard Wine & Spirits forecasts an average annual
growth of its volume in France of around 2% between 2014 and
2018 and revenues of over €200m in 2018.
Poland: developping presence on every wine
and spirits segments
The Polish market is characterized by an expected
growth of 12% from 2014 to 2018 and a predominance of
“value” and “standard” segments with 95% of the market
in 2013 and 88% of the growth since 2005. Considering
those facts, Marie Brizard Wine & Spirits wishes to become a complete actor of the wine and spirits Polish market.
To achieve this, the Group aims to regain its #2 rank within the Vodka segment and implement Fruits & Wine as
well as William Peel categories. As a matter of fact, scotch
/ whisky should represent 50% of the growth expected of
the Polish market for Spirits for 2018 and the positioning
of William Peel is highly adequate to be implemented durably on this market. In Lithuania, is aim is to become #1
of the Vodka market.
Marie Brizard Wine & Spirits has a goal for the Polish market of
an annual average growth for volumes of 8% between 2014 and
2018 in order to attain 2018 revenues above €80m (after sale of
Polish non-strategic assets).
United-States of America: finalize the recovery
and grow profitability
For Marie Brizard Wine & Spirits, the US market is
mainly focused on Vodka but also on Marie Brizard liquors and on Fruits and Wine.
The US Vodka market should grow by 11.5% annually till 2018
and the “Standard” segment should represent 61% of the growth
in value during the later years. Marie Brizard Wine & Spirits estimates that is able to integrate the #3 Rank of imported Vodkas
on that segment.
In the US, Marie Brizard Wine & Spirits anticipates an annual
average growth for volumes of 22% between 2014 and 2018 in
order to attain 2018 revenues above €50m.
Spain: innovating and breaking codes
The Spanish market is characterized by its appetence for
innovative products. Marie Brizard Wine & Spirits aims to
launch new products and to reinforce its commercial ties
with the mass distribution players. Moreover, it considers
that the Fruits and Wine category has a strong growth potential in the country.
of the
G roup
10
distribution model.
William Peel
As of today, William Peel is the leading brand of the
French Scotch/Whisky market, which is the first worldwide Scotch/Whisky market. William Peel is going to be
soon marketed in Poland, Brazil and in Lithuania where
the potential is highly significant. Marie Brizard Wine &
Spirits aims to achieve an annual average growth for volumes of 4% between 2014 and 2018. That growth would
come chiefly from an increase in promotional advertising
investments, a quality upgrade through innovation and a
deployment of the brand in Poland.
Marie Brizard
Marie Brizard Spirits match perfectly with the current trends
of consumption. The group aims to achieve an annual average
growth for volumes of 7% between 2014 and 2018 through the
rejuvenation of the brand image, the intensification of commercial links with the mass distribution players and the cafés, hotels
and restaurants (CHR), an increase in promotional advertising investments and finally the improvement of the distribution model.
Fruits and Wine
Fruits and Wine is the French leader for wine flavoured beverages and will benefit from the worldwide craze for that segment.
Marie Brizard Wine & Spirits aims to achieve an annual average
growth for volumes of 12% between 2014 and 2018 by pursuing
its dynamic, developing in the Group key countries and increasing in promotional advertising investments.
As a consequence, Marie Brizard Wine & Spirits anticipates an
annual average growth for volumes of 7% between 2014 and
2018 in order to attain 2018 revenues above €20m
Brazil: accelerating growth
The Brazilian market is expected to grow annually
on average by 13% till 2018. Vodka and Scotch/Whisky
should represent 90% of the growth.
Marie Brizard Wine & Spirits anticipates an annual average
growth for volumes of 8% between 2014 and 2018 in order to
attain 2018 revenues above €8m.
1.5.2 Four strategic pillars
Vodka
For the Vodka market, Marie Brizard Wine & Spirits
exhibits a differentiated and complementary offer through
global and local brands, mainly on the Standard and Premium segments. Regarding that pillar, the Group’s strategy stands on the Sobieski brand for which the group aims
to an annual average growth for volumes of around 14%
between 2014 and 2018 through a renewed and enlarged
range of products, an acceleration in promotional advertising investments and the setting-up of a more efficient
1.6.1 Consolidated key figures (12 months)
In order to provide better readability of its activity and
a better comparison with its main peers, Belvédère has decided to carry out some changes in the way it presents its
accounts.
- Revenues: revenues of the Group are now presented net of
rebates and discounts. That change of presentation is only for the
United Stated subsidiary which accounted those costs in its external charges.
- Excise duties: in conformity with the uses of main players of
the sector and for better comparison, the Group added an aggregate to its financial accounts in order to present the revenues
excluding excise duties for sold volumes.
Presentation rules are described in Note 1.2. in the Notes to
the Company’s consolidated financial statements and in Note 2.
of the
G roup
11
in the Notes to the Company’s annual financial statements.
For better readability, 2014 presentation rules were applied to
years 2012 and 2013.
C onsolidated K ey F inancial D ata
2012
12 months
In € 000
(except for employees)
Revenues
Revenues excluding duties 1
EBITDA 2
Profit (Loss) on continuing operations
Operating Profit (Loss)
Gross Investments
Restated Net Debt 3
Equity Capital - Group share
Staff at closing (continuing activities)
891 900
551 264
2013
12 months
(restated)
859 911
539 566
2014
12 months
(restated)
716 528
466 678
3 230
-9 048
10 627
279
5 191
1042
-118 558
190 467
-18 198
4 064
4 565
4 847
535 268
-306 803
-19 128
211 479
-41 550
188 488
3 142
2 975
2 493
1
In some countries, especially in Poland, the excise duties (duties on alocohol) are considered as whole components of
the production costs and are not retrieved from the revenues. This aggregate "revenues excluding excise duties"
corresponds to the revenues adjusted for the excise duties according to the volume sold. Moreover, turnover excluding
duties is now reported net of discounts and commercial benefits granted.
2
Ebitda : Earnings before interests, taxes, depreciations and amortizations
3
Net debt adjusted of deposits of escrow accounts
1.6.2 Key figures by area for 2013
K ey F igures
by
A rea
for
2013
In € 000
Poland
Western
Europe
Lithuania
Bulgaria
Other
countries
Parent
Company
Revenues
Revenues excluding duties
505 154
222 908
257 986
257 986
50 708
17 423
6 246
6 246
36 767
34 990
3
3
2013
12 months
(restated)
856 864
539 566
EBITDA
5 683
810
15 686
12 490
1 927
603
(1 719)
(2 329)
3 698
3 284
(14 648)
(14 579)
10 627
279
(876)
1 117
394
(18 736)
3 824
204 743
190 467
Gross Investments
1 321
1 177
243
1 547
275
3
4 565
(7 535)
(8 172)
6 742
(103)
(4 152)
(5 909)
(19 128)
211 479
1 689
729
233
246
69
9
2 975
Net Debt
of the
G roup
12
1.6.3 Key figures by area for 2014
K ey F igures
by
A rea
for
2014
In € 000
Poland
Western
Europe
Lithuania
Bulgaria
Other
countries
Parent
Company
2014
12 months
Revenues
388 631
178 958
232 315
232 315
60 380
21 776
5 705
5 705
29 436
27 864
62
62
716 528
466 678
EBITDA
(563)
(1 958)
11 941
9 309
2 340
1518
(1 611)
(401)
365
(169)
(7 281)
(7 258)
5 191
1 042
(8 307)
2 458
1 275
(463)
(56)
(13 105)
(18 198)
2 263
1 986
211
160
141
84
4 847
(18 699)
(19 081)
4 930
(463)
(4 374)
(3 863)
(41 550)
188 488
1 466
535
251
150
69
22
2 493
Gross Investments
Net Debt
1.7 Properties, plants and
equipments
The Group owns its industrial real estate assets in most cases.
It also benefits from long-term leases arising from the acquisition
process for Polmos (distilleries) in Poland: these leases grant the
Group a right of usufruct over the land concerned for a period of
99 years.
The Group has seventeen main industrial sites with activities
of production, distillation, assembly, aging, packaging, and bottling. The operating assets of the Group and their maintenance or
improvement are of major concerns. It constituted a level of fixed
tangible assets of €216.6m as at 31 December 2014.
For examples, the main industrial sites of the Group are the
followings:
- Two Polish locations at Starogard and Lancut, focused on Vodka products. They totalize respectively 250 and 160 employees.
- The French locations at Lormont and Fondaudège, as well as
Beaucaire. Those sites gather the assembly, packaging and bottling processes especially for the Fruits and Wine products (Beaucaire). Beaucaire totalize 180 employees.
- The Vilnius location in Lithuania, enable the distillation, packaging and bottling processes of Vodka and Liquor products,
with a total of 150 employees.
- The Starazagora location in Bulgarian, where the Group owns
Vineyards. This site is engaged in the production and aging of
wines with a total of more than 100 employees.
Most of the Group’s plants are ISO compliant. In the case of
sites that are located in urban areas, the risk of pollution or fire is
subject to audit and prevention procedures that are formally set
down with the regional or district departments concerned. Plants
acquired by the Group are renovated and made compliant with
environmental, health and safety standards.
The Group implements a responsible environmental policy
in each country where it has production sites. To the Company’s
knowledge, there was no industrial process within the Group that
could call into question the impact of its activities on the environment.
In the frame of BiG 2018 plan announced by the company
last December, the upgrade of the industrial footprint is a major
challenge. Consequently, some investments have to be made in
order to:
- Insource distillation and rectification capacities for vodka
production,
- Secure and upgrade Fruits & Wine production,
- Review the industrial footprint for liquor production,
- Reconfigure the logistics network.
For example, in 2015, Marie Brizard Wine & Spirits forecasts
investments of approximately €14.9m, financed internally (cash
available and/or actual financing) in order to:
- Move the production site of Bordeaux in existing production
sites,
- Improve the distillation / rectification processes in Lithuania,
- Modernize the production capacities for the Fruits & Wine
part.
At the date of this document, the Group made firm commitments for a total amount of €7.4m.
All contracts were concluded by the Group in the frame of current affairs.
Nevertheless, those elements have to be noted:
Groupe Casino
The company Moncigale was acquired in 2002 from
the Groupe Casino. Important commercial ties still exist
as of today between the two groups. In 2014, almost 45%
of Moncigale’s activity is realized with its main customer
which is Groupe Casino.
Settlement agreements
Two settlement agreements were entered into by the
Company during the 2013 financial year:
- a support agreement was entered into by the Company, the
Guarantors and Krzysztof Trylinski on 17 July 2013. The signing of
this agreement was authorized by the Company’s Board of Directors on 20 March 2013.
The detailed procedures of this support agreement are set
out in the Statutory Auditors’ special report on the regulated
agreements and undertakings for the financial year ended 31
December 2012 (see Section 6.3.3 of the 2012 Registration Document).
- a settlement agreement was entered into on 30 September
2013 by Krzysztof Trylinski and the Company, acting in its name
and in the name of its subsidiaries and sub-subsidiaries. The signing of this agreement was authorized by the Company’s Board
of Directors on 30 September 2013, and said agreement will be
submitted for the approval of the Company’s shareholders at
the Ordinary Annual General Meeting convened to approve the
financial statements for the financial year ended 31 December
2013.
Details of these agreements are provided in Section 5.1 of the
2013 Registration Document.
of the
G roup
13
P art 2. L egal
14
and financial information
PART 2
Legal and financial
information
sobieski
The Brand
Sobieski is a traditional vodka,
elaborated from rye from the broad
polish plains, its ancestral home. It
takes its name from the last great Polish king, King Jan III Sobieski, who
ruled at the end of the 17th century.
Today, Sobieski is the spearhead
of Belvédère’s international strategy
with strong positions in France, the
United States, Lituania, and more.
The Expertise
With the tallest rectification
column in Poland (nearly 40 meters
tall), guaranteeing the quality and
purity of the distilled vodka, Sobieski
vodkas have a unique, balanced taste.
Sobieski is a modern vodka which
offers bottles with an emblematic design that stands out from the crowd.
The Product Line
Sobieski offers a wide range of
products suitable to all kinds of occasions. Sobieski Estate is developed
from the «Dankowski» rye variety
and crystal clear water.This vodka has
an exceptional purity and is presented in a fine, elegant bottle which
represents its unique character.
Sobieski also offers numerous flavored vodkas, such as: citron, orange,
and raspberry Sobieski propose une
large gamme adaptée à tous les moments de consommation.
P art 2. L egal
15
CHAPTER 2
MANAGEMENT REPORT FOR 2014
2.1
Activities and events of 2014
2.2
Analysis of results and of financial structure
at year ended 31 december 2014
2.3
Latest events and outlooks
2.4
Risk factors
2.5
Description of the group
2.6
Investment policy
2.7
Governance and remuneration
2.8Workforce
2.9
Share capital and shareholding structure
2.10
Other information
CHAPTER 2 BIS
ADDITIONAL INFORMATION TO 2014 MANAGEMENT
REPORT
2.2 bis 2.4 bis 2.7 bis 2.8 bis Analysis of results and of financial structure at the end of H1 2015
Risk factors
Governance and remuneration
Workforce
CHAPTER 3
SOCIAL AND ENVIRONMENTAL RESPONSIBILTY
REPORT
3.1
Information regarding staff and environmental
information and social commitments to sustainable
development
3.2.
Independent third party’s report on the consolidated social and environmental information provided in this Management Report
CHAPTER 4
2014 CONSOLIDATED STATEMENT
4.1
4.2
4.3 4.4 2014 consolidated income statement
Statutory Auditors’ report on the 2014
financial statements
H1 2015 consolidated income statement
Statutory Auditors’ report on the H1 2015
CHAPTER 5
GOVERNANCE AND INTERNAL CONTROL
5.1
Chairman’s report on corporate governance and
internal control
5.2
Statutory Auditors’ Report on the Chairman’s report
on Corporate Governance and Internal Control
5.3
Description of the regulated agreements
5.4
Statutory Auditors’ special report on regulated
agreements
P art 2. L egal
16
2
MANAGEMENT REPORT FOR
2014
The management report for 2014 established by the
Board of Marie Brizard Wine & Spirits / Belvédère is taken
back in the following pages. This information is completed
and updated, in particular within the chapters 2 bis and 6
of the present Registration Document.
2.1 Activities and events for
2014
2.1.1 Evolution of Group’s activities in 2014
As a reminder, the Group is an international player in
the alcoholic drinks sector: marketing and distributing
wines and spirits, primarily in Poland, the United States,
and France.
P art 2. L egal
17
The vodka business
The production and marketing of vodka is one of the
Group’s main business activities.
main products
/
vodka
krupnik
Krupnik, which is made from cereals,
honeyed buckwheat and various herbs,
is a traditional liqueur that has become
widespread in Poland and Lithuania since
2010. Krupnik is also sold in many other
countries including the United States, Canada, Australia, the United Kingdom, and
Germany.
sobieski
Sobieski is distilled from Dankowki rye, and is a
fine vodka that is available in a range of versions
(traditional Sobieski, Sobieski Estates, Sobieski
Flavored, and Sobieski Impress). Sobieski is sold
in over 50 countries, reaching for example a
11,9% market share in France in 2014.
krakowska
Krakowska, which has featured a new design since 2009, has been selected to
strengthen the Group’s less expensive vodka range. This vodka is available in Poland
and Greece.
polonaise
La Polonaise is a traditional vodka, with a new
bottle design introduced in 2009. This vodka
is also available in a flavoured version. La Polonaise is available in Poland, France, Turkey and
Austria.
bajoru
Bajoru is a light Lithuanian vodka, which is
also available in an upmarket flavoured version known as Bajoru Klasikine.
zawisza
Zawisza, which is distilled five times and undergoes a rigorous quality control process that
guarantees both its taste and its clarity, is a clear
vodka made from rye. Zawisza has been available in Poland since 1999 and the bottles were
redesigned in 2009.
Source : Company
The Danzka vodka brand was sold on 10 April 2013.
starogardzka
Starogardzka, a local traditional vodka, is the
Group’s third most important brand and is sold
in a number of formats, including flavoured vodkas. Starogardzka, which is primarily sold in
Poland, is also available in China, Ireland, Austria, Turkey, Sweden and Slovenia.
balsam
pomorski
Balsam Pomorski, which was created in 2004,
is a sophisticated vodka made from tender
oranges and green walnuts. This vodka is available in a flavoured version. Balsam Pomorski
is only available in Poland and the bottle design was updated in 2011.
P art 2. L egal
18
The Marie Brizard Group’s business
The group consisting of Marie Brizard & Roger International (MBRI) and its subsidiaries is focused on production and selling products mainly under William Peel,
Marie Brizard, Moncigale and Fruits & Wine brands.
main products
/
marie brizard
moncigale
Moncigale sells rosé wines from Provence
in the South of France, and produces Côteaux d’Aix, Côteaux de Varois and Côteaux
de Provence wines from various grape
blends. The rosé wine is available in several formats. Moncigale wines are produced
and bottled in Beaucaire near Marseille.
berger
Berger, which was founded in 1830, produces Pastis, a genuine French speciality from Marseille, which is made from
aniseed and liquorice. Berger Blanc had a
45,9% share of the Pastis Blanc market in
2014.
marques
del puerto
Bodega Marques del Puerto, which was
founded in 1986 and purchased by Marie
Brizard in 1996, is based in Fuenmayor in
Spain’s famous Rioja Region. The company
produces a wide range of Rioja wines.
old
lady ’ s
Old Lady’s, which is made from juniper
berries and coriander, orange and lemon,
is distilled twice and produced in England.
A new bottle was launched in 2010 and the
gin’s market share in France was already
5.9% in 2011.
Source : Company
william
peel
William Peel, which is a blend of malt and grains
from the Scottish Lowlands and Highlands, was
launched on the French market in 1986. This
mid-range whisky had a market share of 21.9%
in 2014.
cocktails
pit terson
marie
brizard
Marie Brizard, which was founded in 1720, produces an anisette from green aniseed, as well
as modern fruit liqueurs. New bottles and advertising campaigns were launched in 2009.
cognac
gautier
Pitterson Cocktails sells ready-made cocktails
(Vodka-Orange, Gin Fizz, and Mojito, etc.) inspired by Marie Brizard’s expertise in cocktail
recipes.
Maison Gautier, which was established in 1697,
is one of the oldest cognac houses. Cognac
Gautier is primarily sold on the export market,
i.e. outside France.
san
josé
sir
pit terson
San José, which is a twice-distilled Mexican tequila made from blue agave and produced in
Jalisco, is the leader on the French tequila market, with a market share of 43.2% in 2014. This
tequila is available in an upmarket version under
the San José Gold brand.
Sir Pitterson, which was re-launched as an
affordable whisky in 2011, is a blended scotch
whisky made from malt and grains from eight
distilleries in the Scottish Highlands.
porto
pit ters
Pitters Porto, which is made from grapes grown
in the Douro Valley, is a port wine that is bottled
in Portugal and is also available as a white port.
P art 2. L egal
New products or services launched on the
market
In 2014, new brands, new brand versions and new products were launched within each of the Group’s main business activities.
The Fruits & Wine brand continued its expansion in 2014 with
the launch of Fruits & Wine Rosé Apricot and Fruits & Wine White
Apple, as well as a line of organic products.
The brand “Marie Brizard” complemented its range of syrups
with the launch of a dozen of new products, including Royal Chocolate, Appel Sour and Cranberry.
Finally, the William Peel assortment was extended with the
launch of two whisky-based spirits “William Peel Honey” and
“William Peel Coffee”. Those products should be growth drivers in
2015 for the brand William Peel.
2.1.2 Main markets events and trends in
2014
In 2014, in an uncertain global economic environment,
the global market for wines and spirits continued its
growth, notably driven by i) the USA (+ 2.2% in volume
for spirits), and ii) spirits and vodka.
2015 should confirm the main trends observed in recent years
and in particular the sophistication of aromas and the growth of
whisky products.
2.1.3 Main events which occured during 2014
financial year
Payment of the 1st dividend
The Belvédère Group paid Fréderic Abitbol, the Administrator appointed to oversee the Execution of the Plan,
the amounts of the first dividends due on 19 March 2014
for 8 Group companies involved (Belvédère, MBRI, Sobieski, Destylarnia Sobieski, Sobieski Trade, Domain Menada, Destylernia Polmos, and Fabryka Wodek).
Moncigale’s frozen debts were also subject to a gradual repayment schedule.
The 1st dividend paid by Moncigale was paid to Mr Torelli, the
Administrator appointed to oversee the Execution of the Plan, on
16 April 2014.
Change in governance structure
The Appointments Committee, in accordance with the
assignment entrusted to it, submitted several applicants
for the position of Chief Executive Officer to the Board of
Directors.
On 27 March 2014, the Board of Directors chose, subject to the
approval of its position by the chosen applicant, to:
19
- Dissociate the functions of Chairman of the Board of Directors from those of Chief Executive Officer;
- Extend the term of the mandates of M. Krzysztof Trylinski as
member and Chairman of the Board of Directors until the end of
its mandate;
- To appoint M. Jean-Noël Reynaud as Chief Executive Officer
of the company.
On 31 March 2014, the Board of Directors noted the approval
of Jean-Noël Reynaud and confirmed its appointment as Chief
Executive Officer. It is indicated that it was effective starting 5
May 2014.
Besides, during the meeting of the Board of Directors on 28
July 2014, M. Krzystof Trylinski stated that he was submitting his
resignation as a member and Chairman of the Board of Directors
for personal reasons. In order to ensure an efficient transition
period, M. Krzystof Trylinski agreed to hold its positions until
the next General Meeting of Shareholders due on 16 September
2014.
The Board of Directors noted this resignation and decided
to maintain the dissociation of the functions of Chairman of the
Board of Directors from those of Chief Executive Officer that was
decided in early 2014 to comply with governance best practices.
As a result, and following the recommendation of the Nominating Committee, the Board of Directors decided to appoint M.
Benoît Hérault as Chairman of the Board of Directors. He began
its functions starting 16 September 2014. M. Benoît Hérault had
been an independent Director of the Company since the Combined Annual General Meeting held on 30 September 2013.
During the General Assembly held on 16 September 2014,
Mrs. Rita Maria Zniber was appointed to the position of Director, representing Diana Holding shareholder, now reference
shareholder of the Group. Mr. Benoît Ghiot was appointed as an
independent Director.
The Board of Directors gathered on 24 October 2014, following the recommendations of its Nominations and Remunerations Committee, decided unanimously to co-opt M. Mehdi
Bouchaara as a second member of the Board as a representative
of Diana Holding and to create a position of Standing Invitee (without right to vote) for M. Serge Heringer as a representative and
expert of Diana Holding. M. Mehdi Bouchaara was also appointed
member of the Audit Committee for which M. Benoit Ghiot was
appointed Chairman replacing M. Benoît Hérault. M. Serge Heringer was also appointed Standing Invitee to the Audit Committee.
These appointments reflect the position of Diana Holding as
current first Belvédère shareholder and are part of a long term
industrial, commercial and financial partnership.
Guarantee given to the Polish customs authorities
On 12 March 2014, Destylarnia Sobieski issued a promissory note for a maximum amount of PLN 542m (i.e.
€126.8m as at 31 December 2014 exchange rate) for the
benefit of the Polish customs authorities, as a guarantee
for payment of excise duties for the period between 1 May
P art 2. L egal
2014 and 30 April 2015. All of the guarantees granted by
the Group in this regard are set out in Notes to the Company’s consolidated financial statements for the financial
year ended 31 December 2014 (Assets granted as guarantees and off-balance-sheet commitments).
New strategic plan BiG 2018
On 16 December 2014, after important strategic review
of the working group led by the new Chief Executive Officer, the BiG 2018 plan («Back in the Game 2018») was
announced to employees, partners, shareholders and the
market.
Positioning the Group as a credible challenger in the heart of
the markets for wines and spirits, the objectives of this plan are to
achieve a turnover between €420m and €460m in 2018 with an
EBITDA margin from 12% to 15%.
20
used are described in Note 1.2. in the notes to the consolidated
financial statements and in Note 2 in the notes to the annual financial statements.
2.2.1 Consolided activities in 2014
In 2014, the Group showed sales slightly higher than
foreseen by “BIG 2018” plan at €466.7 m, down 4.1% on a
comparable basis.
In order to provide better readability of its activity and a better
comparison with its main peers, Belvédère has decided to carry
out some changes in the way it presents its accounts
- Belvédère now publishes net sales, excluding excise duty,
based on volumes sold rather than volumes produced;
- French sales and Export sales have been split apart;
The achievement of these objectives will be accomplished
through:
- The disposals of non-core assets, in particular the activities of
wholesaler in Poland, some non-industrial facilities in Poland and
finally some real estate assets in France and Poland;
- The optimization of core business activities, relying on the
modernization of industrial facilities, the reduction of purchasing
expenses, the improvement of the distribution model, the simplification of operations and finally the development of key competences within Group’s teams;
- The growth of activities positioned on Vodka, William Peel,
Marie Brizard, Fruits & Wine products, and the growth of 5 key
markets: France, Poland, USA, Spain and Brazil.
- United States sales have been adjusted, and are now net of
rebates and discounts.
Hence, on a new comparable basis, restated for contracts
abandoned in 2014 and for scope effects, the Group’s revenue
was down 4.1%, in line with the weak wine and spirits market.
Abandoned contracts (wine distributor brand contracts, end
of the Pulco subcontracting contract, end of third-party vodkas
and divestment of the Danzka brand) and scope effects (Ukraine,
Slovakia and Belarus) accounted for €52.7m (i.e. 72%) of the
€72.7m changes in sales between 2013 and 2014.
In 2014, Belvédère recorded consolidated net sales of €466.7m
(€479.8m with the previous accounting method), down 13.5%
(-13.6% excluding currency effect) compared with 2013.
2.2 Analysis of results and
of financial structure at year
ended 31 december 2014
Detailed evolution in sales by country
FRANCE: GAINS OF MARKET SHARE FOR THE
G R O U P ’ S S T R AT E G I C P I L L A R S
Consolidated financial statements and annual financial statements for the financial year ended 31 December 2014 were prepared in accordance with the rules, regarding the presentation
and the valuation methods, provided for by the regulations in
effect.
The Group’s flagship brands continued to improve their
market shares and outstripped the French market in volume terms. William Peel was increasing by 1.6% whereas
the market was decreasing by -0.7%. Thus, on the Scotch
whisky segment, with its William Peel brand, Belvédère is
the leader with a market share of 21.9%.
The rules used for the presentation and the valuation methods
G roup
sales ’ evolution during
2014
fiscal year
In € m
2013
Abandoned
Contracts
Perimeter
changes
2013
restated
Like-for-like
changes
Currency
impacts
2014
539,6
-47,3
-5,4
486,9
-21,0
0,8
466,7
-4,1%
P art 2. L egal
21
Regarding the aromatized wine-based drinks segment,
Belvédère remains, with Fruits and Wine, the clear leader
in its category with a market share of almost 30%. Fruit &
Wine was increasing by 16.8%, doing better than the market at 15.6% (source: Nielsen & IRI, December 2014).
Volumes sold were also down by 3% on a market that fell by 6.6%
in volume (source: Nielsen, December 2014).
In 2014, net sales in France totaled €193.3 m, decreasing by
3.0% compared to 2013. That decrease was essentially due to the
termination of non-profitable sale contracts.
Net sales totaled €5.1m in 2014, down 4.4% on the previous year. Excluding the currency effect, sales were up by
3.4%. The final quarter of 2014 was affected by the increase
in excise duty in the state of Rio on 1 November 2014.
POLAND: GROUP’S BRANDS HELD UP WELL OVER
T H E 2 N D S E M E S T E R O F 20 1 4 , I N A M A R K E T
A F F E C T E D B Y I N C R E A S E S I N E XC I S E D U T Y
Net sales totaled €179.0m in 2014, down 19.7%. Excluding the impact of the end of third-party vodka sales, sales
were down by 8.8%.
In anticipation of the increase in excise duty that came into
effect at the beginning of 2014, sales for the 4th quarter of 2013
had been particularly high in Poland. As a result, sales for the 1st
half of 2014 were negatively affected, particularly as Belvédère
chose not to take part in the price war undertaken by its peers in
order to protect its margins.
Over the final quarter of 2014, the Group’s brands (particularly
Sobieski and Krupnik) gained market shares, reaching 12.8% by
volume on the vodka market, with 11.5% for Krupnik thanks to
the launch of new formats and flavors (source: Nielsen, December
2014).
L I T H UA N I A : B U OYA N T G R O W T H , D R I V E N B Y V O D K A
Net sales were of €22.5m in 2014, i.e. an increase of
25% compared with 2013. The Group’s main vodka brands
drove this strong growth on a market recording moderate
growth.
U N I T E D S TAT E S : I N C R E A S E I N S O B I E S K I ’ S M A R K E T
S H A R E I N K E Y S TAT E S
Based on NABCA (control states) figures, the vodka
market grew by 2.9% in volume in 2014 whilst the Group’s
sales increased by 9.4% in these states.
Net sales totaled €19.9m in 2014, down by 5.0% compared
with 2013 mainly impacted by inventory clearance operations by
distributors. As indicated above, in order to ensure better readability of the Group’s activity in the United States, commercial rebates and discounts given to wholesalers are no longer included
in the sales figure. As a result, 2013 sales have been restated.
S PA I N : A B O V E T H E M A R K E T O N A CO M PA R A B L E
S CO P E B A S I S
B R A Z I L : G R O W T H I N A C T I V I T Y, E XC LU D I N G
CURRENCY EFFECT
2.2.2 Consolidated results for 2014
Consolidated profit and losse account
The Belvédère Group’s revenues for the 2014 financial
year, excluding excise duties, amounted to €466.7m decreasing by 13.5%. On a new comparable basis, restated
for contracts abandoned in 2014 and for scope effects, the
Group’s revenue was down 4.1%, in line with the weak
wine and spirits market.
The strategy that required cutting off low-margin activities
was complemented with a decrease of the operating expenses
of the Group. Thus, the Group pursued the rationalization of its
industrial processes and the negotiation of its contracts with providers and customers.
In France, 1st contributor to the results of the Group, net sales
decreased by 3.0% compared to 2013. That decrease was essentially due to the termination of non-profitable sale contracts and
to the termination of one-off export contracts. The margin rate
was stable at 6% due to action plans set up by the Group during
the year.
In Poland, the decrease of the net sales were due to the cumulated effects of the increase in excise duty that came into effect at
the beginning of 2014, of the intensification of promotional activity that followed and of the decrease of the vodka trade division.
The Group adapted its cost structure to those market conditions
by reducing its staff to 223 people. Nevertheless, those actions
were not effective for the whole year and the EBITDA margin had
been falling.
In 2014, marketing expenses were reduced by €6.5m when
compared to 2013. That drop is essentially due to the negotiation
regarding image contracts.
As written before, in 2014, the Group adapted its staff in its
different operating areas. Thus, the total number of employees
went from 2,975 in 2013 to 2,493 at the end of 2014. In 2014, staff
costs decreased by €6.0m and were of €57.9m.
Net sales were of €13.9m in 2014. As in previous quarters, the termination of the Pulco subcontracting contract
at Marie Brizard Spain in November 2013 had a significant
impact on sales evolution.
In 2014, EBITDA was of €5.2m to compare to €10.6m for the
previous year. The current operating profit was improved by
€0.8m due to the write-backs of provisions on inventories and
receivables. Those write-backs are linked to the rationalization
of inventories and the review of receivables with significant age.
On a comparable scope basis, the annual sales recorded in
Spain in 2014 were down by 3% compared to the previous year.
When closing the accounts on 31 December 2014, the Group
defined more accurately its non-recurring operating profit. That
P art 2. L egal
latter amounted to €15.0m and is mainly constituted of restructuring expenses for €8.7m and of other items linked to the financial restructuration of the Group for €6.2m. Details regarding the
non-recurring operating profit are given in note 4.4. in the Notes
to the Company’s consolidated financial statements for the financial year ended 31 December 2014.
The net financial result amounted to €-4.2m in 2014. It is mainly composed of debt interests for a total amount of €-1.3m as
well as the effect of a reverse discounting of frozen assets in the
frame of the business continuation plan that represented a cost
of €-6.0m without effect on the cash flows. Currency exchange
rates had a positive impact for €2.8m due mainly to the evolution
of the Zloty (PLN).
At the end of 2014, after taking into account the tax costs for
€0.1m the net profit amounted to €-18.2m to be compared to
€190.5m at the end of 2013.
22
Moreover, following its rationalization strategy and its
effort on its core activities, the Group reduced the vodka
trade division in order to focus on high-margin products as
well as proprietary trademarks.
Nevertheless, the Group confirmed its strength on the vodka
market with market shares in volume of 12.9% (source: Nielsen
at the end of December 2014) from which 11.5% for the Krupnik
brand due to the launch of new formats and flavors.
EBITDA margin is lower when compared to 2013 because the
rationalization of cost structure initiated in mid-2014 had not yet
compensated the drop in revenues. Moreover, the EBITDA in Poland is negatively impacted by rebilling of Management Fees for
€1.3m.
WESTERN EUROPE
Western Europe includes activities of Marie Brizard
(spirits and wines) as well as those of the Scandinavian organization.
Analysis of the activity by country
POLAND
With France, Poland is historically the most contributing area as regard revenues. In Poland, representing 38.4%
of revenues excluding duties, the total revenues excluding
duties were of €179.0m decreasing by -19.7% (or -20.3% at
constant exchange rates).
In anticipation of the increase in excise duty that came into
effect at the beginning of 2014, sales for the 4th quarter of 2013
had been particularly high in Poland. As a result, sales for the 1st
half of 2014 were negatively affected, particularly as Belvédère
chose not to take part in the price war undertaken by its peers in
order to protect its margins.
This region is the main contributor to Group revenues excluding duties. Besides the fall in revenues, EBITDA margin is in line
with that of 2013 (once restated for the impact of the rebilling of
Management Fees for €2.1m).
The Marie Brizard France unit had revenues of €215.4m i.e. a
decrease of 6.4% compared to 2013. That fall is due to a decrease
of -32% in export revenues and of -3% in the French market.
Those evolutions are mainly linked to the termination of non-profitable contracts on the French and Export markets.
2014 remained a good year regarding the overall performance
of the leading brands of the Group in a weak Spirits market when
G roup ’ s C onsolidated P&L
€ 000
31 December
2014
31 December
2013
31 December
2012
Evol. 2014/2013
Evol. 2013/2012
Revenues
716 529
856 864
891 900
-16,4%
-3,9%
466 678
539 566
551 264
-13,5%
-2,1%
Ebitda
5 191
10 627
3 230
-51,2%
229,0%
EBITDA Margin
1,1%
2,0%
0,6%
Profit/(loss) on continuing operations
1 042
279
(9 048)
Operating profit/(loss)
(13 914)
(35 737)
(84 976)
Cost of debt
(1 330)
(7 597)
(21 449)
Net financial items
(4 224)
226 170
(24 562)
(19 096)
190 260
(117 792)
Net profit/(loss) Group share
- 0,9 pt
273,2%
+ 1,4 pt
-103,1%
P oland P&L
€000
31 December 2014 31 December 2013 31 December 2012
Evol. 2014/2013
Evol. 2013/2012
Revenues
388 631
505 154
536 293
-23,1%
-5,8%
178 959
222 908
229 450
-19,7%
-2,9%
Ebitda
(563)
5 683
13 496
-109,9%
-57,9%
EBITDA Margin
-0,3%
2,5%
5,9%
- 2,9 pt.
- 3,3 pt.
(1 958)
810
8 608
-341,7%
-90,6%
Underlying operating profit/(loss)
P art 2. L egal
23
compared to 2013.
L I T H UA N I A
- The William Peel brand recorded a 1.6% increase in
sales between December 2013 and December 2014 in a
French whisky market that experienced a 0.7% decline.
Lithuania is one of the regions where the Group has
an historic presence (the Vilnius Degtine distillery was acquired in 2003).
- The Sobieski Vodka brand continued its growth in revenues in volume; increasing by 1.7% between December
2013 and December 2014 whereas the French vodka market
showed an increase of 3.0% over the same period. BelvédèreE remains the third player in the French market being
closer to the second.
The trend, which began in 2012, kept going in 2014 with an
increase of 25% in revenues excluding duties over the period.
That progress concerns all categories of spirits sold by the Lithuanian entity.
- Fruits & Wine, which was created in November 2010, showed
a 16.8% increase in its sales volumes in 2014. This pioneering
French fruit-flavored wine brand received the 2015 “Saveurs
de l’année” (Tastes of the year) Award in November 2014 for its
brand new range of organic products.
In Spain, the revenues excluding duties amounted to €13.9m
in 2014 i.e. a decrease of -38.3% compared to 2013. That strong
decrease is due to the termination of the Pulco subcontracting
contract in November 2013. Excluding that impact, the revenues
were down by -3% only when compared to the previous year. Volumes sold were decreasing as well by -3% whereas the market
lost 6.6% in volumes when compared to 2013.
Denmark recorded a 44.5% fall in business volumes in 2014
compared with 2013. This decrease is explained by the sale of the
Danzka vodka brand on 10 April 2013.
The commercial strategy, both in the Lithuanian market and
for export, made it possible to increase the EBITDA at a high level
i.e. €2.5m in 2014. EBITDA margin is improved by +0.2 bps once
Management Fees for €0.1m are restated.
U N I T E D S TAT E S O F A M E R I C A
From now, commercial discounts and benefits granted
to wholesalers are deducted from the revenues in order to
display figures in line with the standards of the sector. 2012
and 2013 revenues were restated consequently.
2014 revenues in the USA amounted to €19.9m i.e. a decrease
of 5% compared to 2013. That fall is balanced with the rise of Sobieski’s market shares in the key states due to destocking operations.
Based on NABCA figures (control states) the vodka market
rose by 2.9% in volume in 2014 whereas the revenues of the
group increased by 9.4% (source NABCA, end of December 2014).
W estern E urope P&L
€ 000
Evol. 2014/2013
Evol. 2013/2012
-10,0%
-0,9%
Revenues
232 315
257 986
260 208
232 315
257 986
260 208
-10,0%
-0,9%
11 941
15 686
7 528
-23,9%
108,4%
Ebitda
EBITDA Margin
5,1%
6,1%
2,9%
- 0,9 pt.
9 309
12 490
3 962
-25,5%
215,2%
Evol. 2014/2013
Evol. 2013/2012
+ 3,2 pt.
L ithuania P&L
€ 000
Revenues
60 380
50 708
47 424
19,1%
6,9%
21 776
17 423
15 420
25,0%
13,0%
Ebitda
EBITDA Margin
U nited S tates
of
2 340
1 927
1 257
21,4%
10,7%
11,1%
8,2%
- 0,3 pt.
53,3%
1 518
603
380
151,6%
58,8%
Evol. 2014/2013
Evol. 2013/2012
-16,9%
+ 2,9 pt.
A merica P&L
€ 000
Revenues
19 937
20 981
25 253
-5,0%
19 937
20 981
25 253
-5,0%
-16,9%
Ebitda
(672)
876
(7 313)
-176,7%
112,0%
EBITDA Margin
-3,4%
4,2%
-29,0%
- 7,5 pt.
(978)
749
(7 365)
-230,6%
+ 33,1 pt.
110,2%
P art 2. L egal
24
In 2014, a decrease in the EBITDA as well as in the
EBITDA margin happened due to higher marketing expenses in 2014 than in 2013. USA was impacted by the rebilling of Management Fees for €0.2m.
The final quarter of 2014 was affected by the increase in excise
duty in the state of Rio on 1st November 2014.
B U LG A R I A
That lot gathers the other geographical areas of the
Group that were consolidated or that were made asleep during the year 2014.
Main activities in Bulgaria include production and marketing of Bulgarian Wines.
OT H E R A R E A S
In 2013, the Group proceeds to a restructuration of its activities with the sale of the Sakar vineyards. That restructuration and
a tougher competition as regard prices had a negative impact on
the activity and the profitability of the Group during 2014.
2.2.3 Consolidated financial structure as of
31 December 2014
Consequently, in 2014, the Group recorded a fall in its revenues of -8.7% as well as a decrease of -6.3% of its EBITDA. The
operating income, even negative, is improved by 82.8% compared to 2013.
N O N - C U R R E N T O P E R AT I N G A S S E T S
Following the restructuration of its activities in Bulgaria, its
staff decreased from 246 at the beginning of 2014 to 150 at the
end of 2014.
BRAZIL
2014 revenues in Brazil amounted to €5.1m i.e. a decrease of 4.4% compared to 2013. Excluding the currency
effect, sales were up by 3.4%.
Operating assets and liabilities
The Group’s main fixed assets consist of intangible assets (goodwill and trademarks).
Group goodwill is mainly assigned to the France region
(almost 81% of total goodwill at 31 December 2014). These
amounts originate from the recognition of goodwill at the time
of the 2006 acquisition of the sub-group consisting of MBRI and
its subsidiaries. The reduction in the amount of goodwill during
the financial year 2014 is primarily due to the restructuration
operations of the legal organization in Poland.
In accordance with IAS 36, an assessment of the recoverable
value of the goodwill was carried out at 31 December 2014.
B ulgaria P&L
€ 000
Evol. 2014/2013
Evol. 2013/2012
Revenues
5 705
6 246
9 104
-8,7%
-31,4%
5 705
6 246
9 104
-8,7%
-31,4%
Ebitda
(1 611)
(1 719)
(2 699)
6,3%
EBITDA Margin
-28,2%
-27,5%
-29,6%
- 0,7 pt.
(401)
(2 329)
(5 161)
82,8%
54,9%
Evol. 2014/2013
Evol. 2013/2012
36,3%
+ 2,1 pt.
B razil P&L
€ 000
Revenues
6 643
7 069
7 416
-6,0%
-4,7%
5 071
5 302
5 627
-4,4%
-5,8%
Ebitda
1 148
1 333
1 581
-13,8%
-15,7%
22,6%
25,1%
28,1%
- 2,5 pt.
- 3,0 pt.
936
1 284
1 325
-27,1%
-3,1%
Evol. 2014/2013
Evol. 2013/2012
EBITDA Margin
O ther A reas P&L
€ 000
Revenues
2 857
8 717
6 188
-67,2%
40,9%
2 857
8 717
6 188
-67,2%
40,9%
Ebitda
(111)
1 491
(603)
-107,4%
EBITDA Margin
-3,9%
17,1%
-9,7%
- 21,0 pt.
(127)
1 251
(987)
-110,2%
347,3%
+ 26,8 pt.
226,7%
P art 2. L egal
Impairment tests were performed for the following regions during the 2014 financial year:
- France
- Poland
- Lithuania
25
There were no important investments in 2014. Most of the
investments were made for the improvement or the renewal of
production tools.
W O R K I N G C A P I TA L
No impairment was recorded in respect of the 2013 financial
year based on the goodwill impairment tests.
As at 31 December 2014, Working Capital 1 (inventories
+ receivables – payables) amounted to €112.1m to compare
with €170.2m as at 31 December 2013. That fall of €58.1m is
due to actions targeted to improve that item such as:
The Group’s trademarks, which are displayed under intangible
assets and account for most of that item, amounted to €102.4
million at 31 December 2014 i.e. stable over the period.
- Rationalize inventory levels in Poland, Spain and France;
The reduction in the “Brands” item was primarily due to the
sale of the Danzka vodka brand on 10 April 2013.
In accordance with IAS 36, an assessment of the recoverable
value of the trademarks (intangible assets with an indefinite life)
was performed on 31 December 2014. That analysis enabled to
confirm the value of Group’s trademarks as at 31 December 2014.
Most of the trademarks to which a value has been assigned on
the balance sheet are those belonging to the Marie Brizard unit
(which was acquired by the Group in 2006) and to its subsidiaries.
Tangible assets amounted to €42.9m as at 31 December 2014
compared with €51.7m as at 31 December 2013. This reduction
is primarily linked to amortizations over the period and sales of
tangible assets.
C onsolidated F inancial S tructure
as of
- Setting up factoring and a more aggressive dunning notices
policy;
- Renegotiation of payment conditions with certain suppliers
especially in the USA.
Working Capital 2, composed of the other items of Working
Capital, is impacted negatively by the reduction of tax and social
debts. That reduction is mainly corresponding to the Polish entities from which the excise duties to pay were particularly high at
the end of 2013 due to a strong production at the end of the year
in order to anticipate the rise of excise duties at the beginning
of 2014.
FINANCIAL ASSETS
The decrease of financial assets is mainly due to the
31 D ecember 2014
€ 000
31/12/2014
31/12/2013
31/12/2012
Goodwills
29 932
30 646
30 768
Intangible assets
110 900
111 240
131 734
Tangible Assets
42 922
51 653
79 475
Financial assets
1 624
5 767
9 002
Other non-current assets
3 393
5 586
34 979
Non-current Assets
Current Assets
Cash and Cash Equivalents
Current Assets
Assets held for sale
TOTAL ASSETS
€ 000
Total Equity
Long term borrowing - part due > 1 year
Other non-current liabilities
Non Current Liabilities
Long term borrowing - part due < 1 year
Short term borrowings
Other Current Liabilities
Current Liabilities
Liabilities held for sale
Total Equity and Liabilities
188 771
204 892
285 957
223 613
291 696
252 039
77 184
36 470
28 175
300 797
328 167
280 214
495 445
533 059
566 172
31/12/2014
31/12/2013
31/12/2012
199 184
221 385
-299 002
5 877
2 202
2 353
3 375
116 538
127 281
59 214
118 740
1 112
129 634
1 480
62 589
540 198
32 321
13 510
23 818
139 328
167 050
238 568
172 761
182 040
802 585
533 059
566 172
4 760
495 445
P art 2. L egal
reimbursement of an escrow account linked to the sale of
the Danzka brand.
26
diaries. The Company also finances Subsidiaries that have limited
access to external financing, including Subsidiaries where the business is in the development phase.
OT H E R N O N - C U R R E N T A S S E T S
As at 31 December 2014, the reduction of the item
“other noncurrent assets” is mainly due to the merger of
“Distilleries Françaises” with Marie Brizard and to the sale
of CI Nolet & Co. Before 2014, those companies were recorded as “Equity Affiliates”.
2.2.4 Activities and results of the parent
company
NON-CURRENT LIABILITIES
- A net position of €179.6m decreased by €8.6m compared
with €188.3m in 2013 due to the loss recorded in 2014;
Non-current liabilities include employees benefits, provisions for risks and charges, deferred tax liabilities and
non-current liabilities linked to the continuation plan.
Non-current liabilities are detailed in Note 6.6. in the Notes to
the Company’s consolidated financial statements for the financial
year ended 31 December 2014.
The went from €71.5m as at 31 December 2013 to €61.7m as
at 31 December 2014, or a decrease of €9.8m linked to the reclassification of less than one year items with the current liabilities.
E Q U I T Y C A P I TA L A N D N E T F I N A N C I A L D E B T
Situation of equity capital and net financial debt is detailed thereafter.
CASH AND RESOURCES
Equity capital amounted to €199.2m in 2014 to compare
with €221.4m in 2013. That evolution is due to the loss recorded in 2014.
Annual financial statements of BELVEDERE SA for
year ended 31 December 2014 are characterized by:
- Other debts amounted to €134.1m and are mainly composed of frozen debts in the frame of the continuation plan;
- Fixed assets amounted to €328.6m as at 31 December 2014
and were mainly composed of financial assets from which Marie
Brizard & Roger International shares, Sobieski Spolka shares and
loan granted to other companies of the Group.
The operating result is a loss of €9.9m. That operating loss
means that, as a Holding, Belvédère SA does not rebill to its subsidiaries the whole part of its running expenses through Management Fees.
The financial result is a loss of €4.9m. The financial incomes
from participations and related receivables for €5.7m do not balance totally the net impact of the changes in provisions on securities and current accounts for €-10.6m.
Consequently, 2014 ended with a net loss of €-8.6m largely
inferior to that of 2013.
Most of the financing for operating capital expenditure and
short-term requirements is arranged locally by the various SubsiI nformation
on
C ompany ’ s C apital
31/12/2014
€ 000
Cash and cash equivalents
-77 184
Short term financing
32 321
Short term capital
-44 863
31/12/2013
-36 470
13 510
-22 960
FRN
Long term financial debts
3 313
3 833
3 833
1
Long term financial debts adjusted for the amounts
deposited
Long term Capital
23 818
-4 357
90 102
3 313
Other Financial debts
Equity Capital
-28 175
441 288
OBSAR
Amounts deposited in FRN & OBSAR accounts
31/12/2012
12 184
543 573
-3 949
3 313
3 833
539 625
199 184
221 385
-299 002
225 217
240 623
202 497
1 The amounts paid in connection with the FRN and OBSAR liabilities under the 1st instalment of the Safeguard Plan were not recognized as a decrease in financial debt but
as an increase in non-current financial investments, this was due to the fact that they were deposited in escrow accounts.
P art 2. L egal
2.3 Latest events and outlooks
2.3.1 Reimboursement of a carry-back receivable of € 31 million
In February 2015, Belvédère announced that it had obtained confirmation that it will receive the reimbursement
of a carry-back receivable of €31m. It was informed by the
Large Corporates Division of the Direction Générale des
Finances Publiques (Public Finances General Directorate)
that its request for the reimbursement of this receivable
had been accepted.
As expected by the Group’s Management, the sum of €31m
was returned to Belvédère on 26 February 2015.
2.3.2 Sale of assets in Belarus
In the frame of its divestment of activities in Belarus,
Belvédère forecasts to sell in the near future its participation in the Belarus subsidiary named “Galiart” and in the
short term the real estate assets located in Minsk.
2.3.3 Threshold crossings of Diana Holding
and DF Holding
S H A R E H O L D I N G T H R E S H O L D D I S C LO S U R E A N D
D E C L A R AT I O N O F I N T E N T B Y D I A N A H O L D I N G ( 1 S T
A P R I L 2015 ) :
- By mail received on 1 April 2015, the limited liability
company governed by Moroccan Law “Diana Holding”
1
(“Domaine Zniber, Ait Harzallah, Province d’El Hajeb,
Wilaya de Meknes Tafilalet, Maroc”) declared that, on 26
March 2015, it went above the threshold of 15% of the capital and of the voting rights of the company Belvédère
and that it owned 4.400.000 shares of Belvédère (same
amount of voting rights) representing 16.61% of the capital
and 16.47% of the voting rights 2.
This threshold crossing is a result of the acquisition of shares
on the market.
Regarding Article 223-14 III and IV of the general regulations
of the AMF, “Diana Holding” stated that it owned:
- 100.000 warrants (BSA) to be exercised before 23 April 2018
and giving access to around 0.38 Belvédère shares when exercising 3 warrants minimum to the price of €23.82 per share.
- 3.000.000 warrants (BSA), to be exercised before 31 December 2016 and giving access to around 0.03 Belvédère
shares 3 to the price of €20.01 per share.
27
In the same mail, the following declaration of intent was realized:
« In accordance with articles L. 233-7 of the Commercial Code
and 223-17 of the general regulations of the AMF, “Diana Holding” stated for the next 6 months:
- That the acquisitions ending in the threshold crossing above
described were financed through a long term bank loan backed
by equity and assets of the Group Diana Holding;
- That is not acting in concert with a third party through the
company Belvédère;
- That it does not exclude to pursue acquisitions of Belvédère
shares, according to market conditions,
- That it does not exclude to take control of Belvédère according to Article L.233-3 of the “Code du Commerce” because it
may effectively – in the long term - be in the situation of determine “actually, through the voting rights which it owned, the decisions in the General Meetings of that company” but that it does
not forecast to cross a threshold in capital or in voting rights that
would mandate it to take over the company;
- That it confirms as a professional player of the wine market
that it wants to set up industrial and commercial partnerships
with the company Belvédère, in order to develop the potential
synergies implying that a sufficient representation to the Board
of Directors is settled.
- According to this, outside the nomination of Rita Maria Zniber as a member of the Board of Directors (decided during the
General Meeting of Shareholders that took place in 16 September
2014) and the co-option of Mehdi Bouchaara as a member of the
Board of Directors (decided during the Board of Directors that
took place in 24 October 2014), it asks to the Board of Directors
of Belvédèr to co-opt Serge Heringer as soon as possible, whose
application was submitted in October 2014. Given that Serge Heringer has a status of standing invitee to the Board of Directors
and to the Audit Committee does not give him the possibility to
participate in decisions.
Besides, Diana Holding stated:
- that it has no intention to set up an operation referred to in
Article 223-17 I, 6° of the general regulations of the AMF;
- that is does not belong to agreements or instruments mentioned in 4° et 4° bis of I of Article L. 233-9 of the Commercial
Code
- That it has not conclude any agreement regarding the reverse transactions of Belvédère shares or voting rights
1 : Controlled by Zniber Family.
2 : Based on a capîtal composed of 26,486,477 shares and of
26,721,879 voting rights according to alinea 2 of Article 223-11 of the
AMF rules.
3 : It is indicated that the number of share would be rounded to the
nearest whole number and a compensation would be given in cash.
S H A R E H O L D I N G T H R E S H O L D D I S C LO S U R E B Y D F
H O L D I N G ( 1 3 T H M AY 2 0 1 5 ) :
- By mail received on 13 May 2015, completed by a mail
received on 15 May 2015, the limited liability company governed by Luxembourg Law “DF Holding” 1 (34-38 avenue de la Liberté, L-1930 Luxembourg, Grand Duché du
P art 2. L egal
Luxembourg) declared that, on 13 May 2015, it went above
the threshold of 5% of the capital and of the voting rights
of the company Belvédère and that it owned 1,500,000
shares of Belvédère (same amount of voting rights) representing 5.66% of the capital and 5.61% of the voting
rights 2.
1 : Controlled by Castel family.
2 : Based on a capîtal composed of 26,486,621 shares and of
26,748,958 voting rights according to alinea 2 of Article 223-11 of the
AMF rules.
2.3.4 Executive Committee
Belvédère SA announced on 14 April 2014 the composition of its Executive Committee, headed by CEO JeanNoël Reynaud.
- Odile Laurent, Human Resources Director
Odile Laurent has acquired close to 15 years of experience in
Human Resources Management on an international level, within
the industrial sector, notably at Delphi, Alstom, Areva T&D and
Sanofi as business unit or regional HR Director. Most recently,
she was the group Human Resources Director at ESI group. She
joined the Belvédère group in January 2015.
28
Orangina Schweppes, Teisseire and Boisset. He joined the
Belvédère group in November 2014.
2.3.5 Legal Simplification with the merger
between Marie Brizard & Roger International
and William Pitters International (April 2015)
In order to rationalize the number of legal entities composing the Group and following the authorization given
by the Board of Directors, a simplified merger between
“Marie Brizard & Roger International” and “William Pitters International” was realized.
Thus, on 8 April 2015, the CEO of the company « Marie Brizard
& Roger International » recorded (i) that the conditions precedent
(written in the draft of the merger agreement concluded with its
subsidiary William Pitters International as of 23 February 2015)
were satisfied and (ii) the definitive completion of the merger and
the anticipated dissolution without liquidation of the company
William Pitters International.
2.3.6 Sale of the retail business in Poland
On 19 May 2015, the Group announced that it had divested its retail activities in Poland named Galeria Alkoholi.
- Alain Degand, Chief Purchasing Officer
Previously Purchasing Director at Bormioli Rocco BU Perfumery, Alain Degand joined the Belvédère group in March 2013. He
has accumulated 20 years of experience at Roquette Frères, Arc
International, with almost a decade in the food and glass sectors.
- Aymeric Donon, Chief Financial Officer
Aymeric Donon began his career at Mazars, where he was notably responsible for the auditing of spirits groups. He was then
CFO for the Vranken-Pommery Monopole group, joining the Belvédère group in November 2014.
- Stéphane Laugery, Legal Director and Corporate Secretary
Tax and Legal Affairs Director at Norbert Dentressangle and
then Dentressangle Initiatives, Stéphane Laugery was notably
Deputy Group Legal Director at Rémy Cointreau. He joined the
Belvédère group in March 2015.
- Stanislas Ronteix, Chief Marketing Officer
Marketing General Manager of Bisquit Cognacs within South African group Distell, Stanislas Ronteix notably had global
responsibility for Rémy Martin VSOP at Rémy Cointreau and has
more than 15 years of experience in the wine and spirits sector.
He joined the Belvédère group in September 2014.
- Daniel Rougé, Chief Operations Officer
Daniel Rougé has more than 30 years of experience in
the agri-food sector, notably in drinks where he was Industrial Director and Factory Director at Candia Sodiaal,
As foreseen by its BiG 2018 strategic plan, BELVEDERE intends
to divest its assets that are no longer core business. The Group
has thus divested Galeria Alkoholi, a company comprising 39 liquor stores in Poland, to Carrefour.
This divestment has been approved by the relevant authorities in France and Poland.
The sale price has not been made public, and the sales recorded by Galerie Alkoholi will cease to be consolidated in the
Group’s accounts from 13 May 2015.
2.3.7 Litigation
Two proceedings have been initiated in the USA against
the company and its local subsidiar y named Imperial
Brands following the request of a former member of the
Management of the Group. They asked for the payment of
a bonus subsequently to the sale of the company Florida
Distiller realized in 2011.
A transaction has been concluded with that person on 8 May
2015.
2.3.8 2015 outlooks
- Revenues of Q1 2015: +4.4% on a like-for-like basis:
During Q1 2015, Belvédère had consolidated revenues of
€95.6m stable compared to revenues of Q1 2014 but increasing
by 4.4% compared to revenues of Q1 2014 on a like-for-like basis.
P art 2. L egal
29
- Market shares in the key countries of the Group for
Q1 2015:
results (or on its ability to meet its targets) and believes that there
are no significant risks other than those set out below.
- William Peel in France: 22.5% of market share (source: Nielsen
P03 2015)
- Krupnik in Poland: 12.2% of market share (source: Nielsen
P03 2015)
- Fruits and Wine in France : 28.6% of market share (source IRI
P03 2015, BABV)
- Sobieski in the USA : 2.8 % of market share (source Nielsen 13
weeks as 28 March 2015, Imported vodkas)
Nevertheless, it is reminded to the reader that additional risks
to those described hereafter may exist but are not identified at
the date of the current document or for which the occurrence is
not considered at the current date, as disposed to have an important unfavorable effect on the company or its subsidiaries.
2.4.1 Financial risk
Risk relating to insolvency proceedings
- Status of BiG 2018 plan and midterm outlooks:
During Q1 2015, Belvédère began to set up its strategic plan
named “BiG 2018”.
Regarding rationalization subjects and especially the sale of
non-core assets, Belvédère has set up an active strategy and the
sale processes are ongoing.
As stated before in this report, Belvédère announced on 19
May 2015, that it had divested its retail activities in Poland named
Galeria Alkoholi.
Regarding optimization subjects and especially the set-up of
best industrial, purchase and marketing practices, Belvédère has
begun to set up main projects. For example, regarding industrial
practices, Belvédère has instigated improvements works for its
productions tools for Vodka in Lithuania. As regard purchases,
Belvédère has finalized discussions about supply of scotch and
purchasing synergies especially for bottles. Those negotiations
enabled to validate the main hypotheses of the Plan.
Finally, as regard Marketing, Belvédère felt a sensitive hearing from its partners throughout all its operating markets. Once
more, those discussions made reliable the hypothesis of BiG 2018
Plan.
As a consequence, Belvédère is confident with its outlooks
and confirms its financial objectives set out in the strategic plan
BiG 2018.
It is reminded that Belvédère as well as some subsidiaries having given guarantees to their parent company,
in the frame of financing schemes secured in 2006, were
respectively placed under court-ordered rehabilitation on
20 March 2012 and 3 July 2012. These proceedings are
detailed in Section 2.1 of the Registration Document for
2013, which was approved by the AMF on 31 July 2014 under # R14-048.
In a judgement dated 19 March 2013, the Dijon Commercial
Court approved the Company’s rehabilitation plan, as presented
by the Administrator on 11 March 2013. In its judgement, the
Dijon Commercial Court underlined that the plan, as approved,
was likely to ensure the long-term future of the business. As a
matter of fact, the conversion of the FRN debt for €439m on 19
April 2013 and of the OBSAR (bonds with redeemable warrants)
for €93m on 30 October 2013, enabled to delete most of the indebtness of the Group.
The Belvédère Group paid Fréderic Abitbol, the Administrator appointed to oversee the Execution of the Plan, the amounts
of the first dividends due on 19 March 2014 for the eight Group
companies involved (Belvédère, MBRI, Sobieski, Destylarnia Sobieski, Sobieski Trade, Domain Menada, Destylernia Polmos, and
Fabryka Wodek).
Besides, Offset agreements between Belvédère, MBRI and Sobieski were approved by the Administrator appointed to oversee
the Execution of the Plan.
2.4 Risk factors
Moncigale’s frozen debt was also the subject of a gradual repayment schedule.
The Company has reviewed the risks that could have a material adverse effect on its business, its financial position and its
On 16 April 2014, the first plan dividend was paid by Moncigale to Mr Torelli, the Administrator appointed to oversee the
R evenues
of
Q1 2015: +4,4%
on a like - for - like basis
In € m
Q1 2014
Abandoned
contracts
Perimeter
effect
Q1 2014
restated
Like-for-like
changes
Currency
Impacts
Q1 2015
95,6
-1,6
-2,4
91,6
3,4
0,6
95,6
4,4%
P art 2. L egal
30
Execution of the Plan.
sactions referred to in the debt repayment proposals.
In order to respect the commitments towards Frédéric Abitbol
(Administrator appointed to oversee the Execution of the Plan.),
the Group set up cash-flows forecasts for the first semester of
2014 that were actualized every month according to operating
plans. This process enabled to get visibility on the whole perimeter in order to anticipate and secure its ability to honor the payments of the rehabilitation plan.
Beside those operations related to the debt repayment proposals, it is indicated that the Board of Directors gathered on
12 March 2015 decided the allocation of 9,320 free shares and
480,000 stock purchase or subscription options to some employees and Directors of the Group.
Consequently, on 19 March 2015, second dividend payment
due according to the plan was received by Frédéric Abitbol, Administrator appointed to oversee the Execution of the Plan.
Risk of dilution of the Company’s shareholders
As a reminder, the debt repayment proposals (as described in Section 2.1 of the Registration Document for
2013, which was approved by the AMF on 31 July 2014
under # R14-048) provided for the issuance of (i) shares
with share warrants for the benefit of the FRN Creditor,
which resulted in the latter holding an 87% interest in the
Company’s share capital, and (ii) share warrants for the benefit of the OBSAR bond-holders. In fact, in accordance
with the conversion option provided for in the debt repayment proposals, which have been implemented, 23,035,184
shares with share warrants were issued to the FRN Creditor on 19 April 2013.
Following this capital increase, which was carried out on 19
April 2013, the existing shareholders jointly retained a reduced
13% interest in the Company’s share capital (prior to the exercise
of the BSAR share warrants, such as the term is defined in Section
2.1 of the Registration Document for 2013).
The debt repayment proposals also provided for the free
award of share warrants to the Company’s shareholders, which
would entitle the latter to 10% of the Company’s share capital, prior to the exercise of the BSAR warrants and of any other
share warrants issued by the Company. The warrants (BSA) were
granted on 19 April 2013.
The dilution used to determine the percentage of the share
capital to which the Warrants (BSA) granted to historical shareholders was an estimate and did not take into account the possible
dilution from the exercise of the BSARs. As a result, exercising
Warrants (BSA) may not enable to correct the dilutive impact for
historical shareholders due to the occurrence of the other tranD ilution
of the
C ompany ’ s
Risk relating to the valuation of goodwil and
trademarks
During the preparation of the parent company and
consolidated financial statements for the 2014 financial
year, the Group’s management estimated the values of the
Group’s goodwill and trademarks, in accordance with applicable accounting standards and principles. In essence,
these estimates are based on assumptions. Accordingly, the
assumptions used by the Group’s management may subsequently turn out to be inaccurate, which would have an impact on the level of expenses shown in the parent company
and consolidated financial statements of the Company.
An assessment of the recoverable value of the goodwill and
trademarks was carried out on 31 December 2014, in accordance
with IAS 36. The recoverable value of one Cash Generating Unit
(CGU) is the higher amount between its fair value minus sale
costs and its value-in-use.
The value-in-use of the CGUs is determined based on discounted future cash flows. It is calculated according to parameters arising from the budget and forecast preparation process
over a maximum period of five years, including growth and
profitability rates that are considered reasonable. Management
uses discount and long-term growth rates, based on the sector in
which the Group operates, in order to estimate the value-in-use
of the CGUs.
Furthermore, the process launched as part of the court-ordered rehabilitation proceedings led to bids being submitted for
several of the Group’s business segments. The offers received
appeared to be heavily discounted and did not reflect the real
market value of the goodwill and trademarks, or correspond to
bids that would have been made as part of a conventional disposal process. Accordingly, Management viewed these bids as
inadequate, a stance that was confirmed by the Dijon Commer-
shareholders
Number of shares composing the capital
Potential dilutive effect of stock warrants issued in 2004
Potential dilutive effect of stock warrants issued to historical shareholders
Potential dilutive effect of stock warrants issued holders of subordinated bonds
Potential dilutive effect of free shares 2015
Potential dilutive effect of stock warrants issued in 2015 to employees and managers
Total number of potential shares
Dilutive effect
As a conclusion, the dilutive instruments are summarized in
the following table:
31 December 2012
31 December 2013
31 December 2014 Date of publication
3 405 679
585 262
130 135
26 486 213
643 788
99 521
2 634 771
2 572 093
26 486 482
643 788
99 521
2 634 502
2 572 093
4 121 076
32 436 386
32 436 386
26 486 621
643 788
99 521
2 634 363
2 572 093
9 320
480 000
32 925 705
17.36%
18.34%
18.34%
19.56%
P art 2. L egal
31
cial Court, which rejected them on that basis. Therefore, the values proposed under the terms of the bids have not been taken
into account.
veral brands that it considers to be crucial for the conduct
of its business activities, inasmuch as these brands specifically contribute to customers’ loyalty to the Group.
The valuation of the goodwill and trademarks used in the financial statements for the year ended 31 December 2014 is the
result of Management assumptions for business volumes (revenue growth, trend in gross profit margins, and operating margins). These assumptions rely on the fact that the Group will be
able to conduct its business activities under normal business and
legal conditions.
The Group’s main brands are as follows:
- in Poland: Sobieski, Krupnik, Starogardzka, Polonaise, Krakowska, Zawisza, and Wisent;
- in Lithuania: Sobieski, Bajorų, Admiral, Karvedys, Čepkelių;
- in Bulgaria: Domain Menada, Sakar, Tcherga, and Oriachovitza;
- in Western Europe: Marie Brizard, William Peel, Sobieski, Old
Lady’s, San José, Berger, and Manzanita;
- in the United States: Sobieski;
- in Brazil: Genebra Zora, Fogo Paulista, Zvonka, Fenetti, and
Lautrec.
Currency risk
- Currency risk relating to financial debt denominated in
foreign currencies
The Group consolidates the financial statements of its subsidiaries in Euro. Most of the subsidiaries have a different currency
than Euro.
Given the size of the operations, the currency risk relating to
the conversion of the financial statements primarily relates to
fluctuations in the Polish zloty (PLN) and the US dollar (USD). Accordingly, the conversion of the Subsidiaries’ financial statements
into euros could have an impact on the Group’s results.
Where debt is concerned, the Group prioritizes local financing
(primarily working capital financing) in the same currency as the
one in which the borrower company operates. The impact of currency fluctuations on debt therefore remains limited.
The reputation of the Group’s brands is a key factor for its
competitiveness. Moreover, the Group is exposed to the risk of
counterfeiting, as well as to the risk of unfair competition.
To protect itself against these risks, the Group makes substantial investments aimed at managing and protecting these brands,
as well as its intellectual property rights on a more general basis.
Each subsidiary is responsible for managing any litigation
(counterfeiting, unfair competition, obsoleteness, and objections,
etc.) and contracts (sales, licensing and co-existence) that give
rise to intellectual property issues. The Group makes extensive
use of legal intellectual property advisors and specialists of the
fight against counterfeiting.
Risks relating to brand image and reputation
- Currency risk relating to commercial transactions
Currency risk relating to commercial transactions (exchange
rate fluctuations recorded on transactions in a currency other
than the companies’ operating currency) is also limited.
In fact, purchases and sales to non-group third parties are
mostly performed on the Group company’s local market, and therefore in a currency that is the same as its operating currency. Intra-group transactions involve exposure to currency fluctuations:
this exposure primarily relates to the Polish Subsidiaries’ exports
to the US Subsidiary, and to the Bulgarian Subsidiaries’ exports to
the Polish Subsidiaries. No currency hedge has been arranged for
intra-group transactions.
The brand image of the Group’s products makes a substantial contribution to the development of its business
activities. In fact, it has a direct effect on the behavior of
consumers, as well as on the behavior of the distributors
of the Group’s products. As a result, any event that may
harm this brand image is likely to lead to a decrease in the
Group’s sales.
The insolvency proceedings in which the Group was involved
since 2008 have resulted in, and are likely to continue to result in
negative consequences for the Group’s image.
Risks relating to changes in regulations
The main foreign currency transactions, except for intra-group
transactions, concern the purchase of whisky in Pounds Sterling
(GBP) by William Pitters (a subsidiary of Marie Brizard & Roger
International). William Pitters uses EUR/GBP currency hedges in
order to secure the cash flows relating to these purchases.
The Group has operations in a lot of countries. As a result, its business activities are subject to a wide variety of
local regulations regarding products containing alcohol,
especially with regard to the sale of alcohol (importing,
distribution and competition), advertising (marketing and
labelling) and the environment.
2.4.2 Business-related risk
This regulatory environment is likely to change in the countries in which the Group operates, whether it is in France, the European Union or the rest of the world. Such changes to the legal
and regulatory requirements could have a negative effect on the
Group’s activities (restrictions on the launch of new products, or
a slowdown in product sales, for example), more specifically in
view of the following considerations:
Risks relating to trademarks and intellectual
proporty
The Group owns virtually all the trademark portfolio
that it uses in its business activities. It is not dependent
upon any other group in this respect. The Group owns se-
P art 2. L egal
- Restrictions on the advertising and promotion of the Group’s
products: certain countries in which the Group operates impose
restrictions on the advertising of alcoholic beverages. This is specifically the case of the so-called “Evin” Law in France. The aim of
these restrictions is to protect consumers from being influenced
by the advertising and promotion of products containing alcohol.
All forms of advertising for alcoholic beverages are prohibited in
Poland, except in specialized sales outlets and magazines.
- A further tightening of the regulations in countries where
the Group has significant operations could influence consumers’
behavior, and distance them from the Group’s products, which
would have a negative impact on business activities.
- Taxes on spirits: the Group’s various products are often subject to import taxes, which vary depending on the country, as
well as to excise duties. As an example, the increase in excise duties on strong alcohol that came into force in France on 1 January
2012 had a serious impact on retail prices. Such changes could
lead to a decrease in the consumption of the products marketed
by the Group.
- Bottle labelling regulations: new regulations in this area (including those imposing consumer health warnings and extending the term of the registration process for new products) may
reduce the attractiveness of the Group’s products in the eyes
of consumers and, consequently, result in a reduction in sales
of those products. These changes could result in an increase in
costs, which is likely to affect the Group’s results.
- Authorizations and controls: given its business activities, the
operation of all of the Group’s facilities is subject to authorizations and specific controls according to the local regulations in
place.
The disrespect of local regulations may lead to legal and administrative sanctions. The evolution of regulations as a matter
of production and commercialization of alcoholic beverages may
lead to additional constraints and to an increase of expenses.
Commercial dependency and customer risk
Commercial dependency and customer risk are primarily due to the contracts that the Group has signed with
mass retailers. The concentration of the mass retail sector
may limit the negotiating power of Group companies, and
therefore the Group’s room for manoeuvre in terms of its
pricing policy, which may consequently affect the Group’s
results.
In France, Moncigale generated an important part of its 2014
32
revenues with the Casino Group, its main customer.
In the United States, legislation on the distribution of
products containing alcohol has produced a concentration
of the Group’s customers.
Dependency on suppliers and supply risk
The glass manufacturing sector (which supplies the
Group’s bottle manufacturing facilities) is dominated by
a limited number of operators; even though the Group
works with several of these operators, this concentration
makes the Group highly dependent on them.
In the case of Scotch whisky, which is primarily marketed under the William Peel brand and accounts for a very significant
portion of business volumes in France, the Group has entered
into multi-year supply agreements in order to protect itself
from fluctuations in purchase prices, and to guarantee sufficient
amounts for its commercial requirements.
Risks relating to the competition
The markets in which the Group operates are highly
competitive and very fragmented in terms of price, services, brand awareness, and product quality. The operators
with whom the Group competes include large international wine and spirits groups and local distributors on some
markets.
The vodka market is highly price-sensitive. Price promotion is
one of the sales techniques that are used most frequently by producers and distributors.
To stand out in this competitive environment, the Group has
always placed a strong emphasis on developing the image of its
leading brands, which implies on-going advertising and marketing support. The Group had entered into a partnership with
Bruce Willis, the American actor and producer, in 2009 to boost
the reputation of its international Sobieski vodka brand. This
partnership ended in early January 2014.
Seasonality
The sale of spirits has traditionally been a seasonal business. Generally speaking, the Group generates a significant portion of its sales during the year-end holidays
(except for sales in Southern Hemisphere countries like
Brazil, where sales increase in June, July and August). This
phenomenon primarily affects the vodka business. As an
illustration, sales recorded in the fourth quarter over the
S easonality
Net sales, excluding excise duty
2013
2014
in €m
%
in €m
%
Q1
Q2
Q3
Q4
114.9
140.1
137.9
146.7
21%
26%
26%
27%
99.2
123.5
119.9
124.1
21%
26%
26%
27%
Full Year
539.6
100%
466.7
100%
P art 2. L egal
last two financial years accounted for 27% of average annual sales while sales in the first quarter accounted for an
average of 21%.
Conversely, this rule does not apply to sales of rosé wine,
which are high in June, July, and August.
Accordingly, any exceptional event that occurs during the
year-end holiday season could have a material impact on the
Group’s results for the financial year in question.
Risks relating to the economic environment and
to changes in consumption patterns
The Group’s business activities and the consumption of
alcoholic beverages are directly affected by the global economic environment.
During economic downturns, wine and spirits consumption
levels tend to decrease because their consumption is directly
correlated with the fall in consumer expenditure and with the
increasing cost of living and inflation.
Generally speaking, such effects are offset by the diversified
geographical breakdown of the Group’s sales (Western Europe,
Eastern Europe and the United States), and by the variety of its
product portfolio.
2.4.3 Industrial and environmental risks
Most of the production companies of the Group are
exposed to industrial and environmental risks. Generally speaking, the regulatory compliance of the sites is a
priority subject for the Group. Each subsidiary monitors
changes in environmental standards with the authorities
involved at the various locations and in the various geographical regions.
Every production location of the Group:
- Is certified according to the international standards: ISO 9001
certification,
- Have adopted the HACCP (“Hazard Analysis and Critical
Control Points”) standard, an international method for implementing a system designed to ensure that consumed food stuffs pose
no risk to health. The standard involves identifying threats, assessing the risk of such threats occurring, and defining critical issues.
2.4.4 Legal and other risks
Legal and arbitration proceedings
The Group’s companies may face legal proceedings from
service providers and consumers, etc. as part of their business activities. If the Group’s brand image is jeopardized,
or if such litigation needs the payment of fines or other penalties such as damages and interest, the Group’s business
activities may be materially affected.
33
Legal proceedings initiated in France
CO M M E R C I A L P R O C E E D I N G S
Moncigale, a Belvédère sub-subsidiary, and Chamarré
entered into an exclusive licensing agreement regarding
the use, production, and distribution of the Chamarré still
wine brand for a period of 10 years on 17 August 2010.
Under the terms of this agreement, Moncigale committed
to pay Chamarré an annual royalty indexed on the volumes
sold and the revenues generated by products sold under
the Chamarré brand. The agreement provides for payment
of a minimum guaranteed royalty to Chamarré by Moncigale every year.
The Nimes Commercial Court opened a safeguard procedure in favor of Moncigale on 16 June 2011. This procedure was
converted into court-ordered rehabilitation proceedings by the
same Court on 21 September 2011. The Court appointed an administrator to assist the company.
On 9 November 2011, the Administrator informed Chamarré
of the definitive termination of the agreement pursuant to the
provisions of Article L. 622-13 of the French Commercial Code.
As part of the court-ordered rehabilitation proceedings opened in favor of Moncigale, and of the statement of liabilities
drawn up on the date when the proceedings opened, Chamarré
lodged a receivable claim amounting to €10.7 million with the
creditors’ representative on 30 August 2011; this amount corresponds to the total royalties guaranteed over the 10 years of the
agreement, and to an estimation of the other obligations arising
from the agreement.
Chamarré lodged an additional claim “for damages and interest” amounting to €20 million on 6 December 2011, following
the notice that the agreement had been breached.
These claims were disputed by the company, and were stayed
by the Nîmes Commercial Court pending the decision of the Paris Commercial Court. In fact, proceedings against the bodies in
charge of the Moncigale insolvency proceedings were initiated
by the Official Receiver for Chamarré in the Paris Commercial
Court via a summons on 8 February 2013.
Chamarré was placed under court-order rehabilitation proceedings on 31 May 2012, and its entry into liquidation proceedings
was announced on 5 June 2012.
On 29 May, 2013, in parallel with these initial proceedings, Mr
Torelli, the Administrator responsible for Executing the Moncigale Plan, applied to the Nîmes Commercial Court and the State
Prosecutor for the termination of Moncigale’s court-ordered rehabilitation plan, and to initiate insolvency proceedings against
Moncigale on the grounds of failure to execute the plan.
The application stated that the plan, as drawn up by the judgement of 16 April 2013, had not been complied with, as the
company had not paid a monthly amount calculated on the liabilities agreed, which had been opposed in the judgement, as it
was expected to do.
P art 2. L egal
The Nîmes Commercial Court ruled on this application on 21
August 2013 and stayed it pending the outcome of the proceedings in the Chamarré case.
In a judgement dated 6 February 2014, the Paris Commercial
Court ruled that it did not have the appropriate jurisdiction; since
this ruling has now become final, the case will now be heard in
the Nîmes Commercial Court. The hearing was initially scheduled
for 9 April 2014 and was deferred to 2 July 2014, then to 17 September 2014 and finally to 24 June 2015.
P R O C E E D I N G S I N V O LV I N G T H E F R E N C H
F I N A N C I A L M A R K E T S AU T H O R I T Y ( A M F )
The AMF Sanctions Commission has initiated proceedings against the Company on the grounds of breach of
its obligation to inform the public, and of failing to report
transactions in its own securities as well as the crossing of
thresholds, and also against Sobieski SARL and SVI on the
grounds of failing to report transactions in the Company’s
shares. These accusations were disputed by the Company,
Sobieski SARL and SVI.
On 30 April 2014, the AMF Sanctions Commission requested
the application of the following sanctions against Belvédère SA,
Sobieski SARL and SVI and condemned them to a €150,000 fine
and fines of €45,000 for Sobieski and €15,000 for SVI. In accordance with the established practice, this decision is available on
AMF’s website.
34
rank Polska Sp. z.o.o, for illegal use of said brand. The
Subsidiary, which owns the Krupnik brand, believes that
Toorank Polska Sp. z.o.o is marketing products under that
brand name.
An initial letter of warning was sent to Toorank Polska Sp. z.o.o
but had no effect. Consequently, the Subsidiary decided to initiate proceedings against Toorank Polska Sp. z.o.o in the Lublin
Court on the grounds of unfair competition, and breach of exclusive rights to a registered brand.
Toorank Polska Sp. z.o.o stated that Krupnik, registered under the name of Destylarnia Sobieski since 1997, had
no validity as a verbal trademark since that word is used as
the usual denomination for honey spirits in Poland and has
no distinctive form. Toorank Polska Sp. z.o.o stated that it
cannot be registered as a trademark with exclusive rights.
The Polish Patents Office took into account the arguments of
Toorank Polska Sp. z.o.o and cancelled the Krupnik verbal trademark on 3 October 2012. This decision was upheld in a judgement issued by the Voievodie Appeal Court on 22 January 2014.
Then, the Supreme Administrative Court ruled that the appeal
brought by the company Destylania Sobieski was not receivable.
The invalidity of the trademark must be considered as definitive.
Nevertheless, that decision should have no effect regarding
the proceeding engaged on the grounds of unfair competition
that is still on going.
The 3 companies made appeal regarding that decision and
the procedure is still on going before the Paris Court of Appeal.
Hearing is expected on 14 January 2016.
The brand Krupnik associated with graphic elements was
registered in Poland and abroad. The other uses of the Krupnik
brand (in Poland and abroad) should not be called into question.
P R O C E D I N G S I N V O LV I N G M . E R I C K A N TO N Y
SKORA
Finally, the invalidity of the verbal trademark does not prevent
the use by Destylarnia Sobieski of the original bottle with the
name Krupnik on it, particularly well known in Poland as well as
in other European markets.
M. Erick Antony Skora assigned the company Marie
Brizard & Roger International before the Creteil Commercial Court as of 3 February 2015. He claims the payment
of an end-of-service allowance for €458k and the financial
counterpart of its non-competition clause according to the
terms of a contract named “non-competition commitment”
for an amount of €317k. He claims also the payment of
€100k for moral prejudice due to wrongful exercise of right
to revoke by Marie Brizard & Roger International and
€27k for material prejudice. The total amount of claims is
of €917k.
The company Marie Brizard & Roger International is contesting the validity of those claims. That proceeding is currently pending before The Creteil Commercial Court.
Proceedings initiated in Poland
P R O C E E D I N G S I N V O LV I N G T H E K R U P N I K B R A N D
Proceedings involving the Krupnik brand were initiated
by a Group Subsidiary, Destylarnia Sobieski, against Too-
Tax risks
Belvédère SA, as well as companies within the tax
consolidation group were subject to an examination of its
accounts that began on 19 January 2009. For most of the
companies, the examination is about income taxes, Value
Added Taxes and other taxes for the period from 1 January
2006 to 31 December 2007.
The total amount of tax adjustments amounted to €25.4m (increases and deferral interests included) from which €17.9m linked to Income Taxes adjustments, €6.7m linked to adjustments
regarding taxes deducted at source, €0.6m linked to social contribution adjustments and €0.2m linked to VAT adjustments.
These adjustments are primarily related to the deduction of
interest expense connected with the FRN loan (Floating Rates
Notes) subscribed for the purpose of the Duke Street/Marie Brizard acquisition. That FRN loan is subject to the laws of the State
of New York.
P art 2. L egal
The adjustments observed in those proposals of corrections, regarding interest expenses of the FRN loan
amounted to €15.8m for 2006 and to €28.1m for 2007.
Those adjustments incurred recalls regarding income taxes
for €15.1m for 2006 and 2007 as well as recalls regarding
taxes deducted at source for €5.3m for 2006.
Those adjustments were assessed on April 2012.
The Group objected to those adjustments via an appeal, and
lodged claims in the Montreuil Administrative Court. It also asked
for a suspension of payments.
On 29 September 2014, two judgments were rendered in
the frame of those cases described here before, all unfavorable to the company.
Appeals have been lodged against those judgments on 25 February 2015 before the Versailles Administrative Court of Appeal.
The tax receivable should, if it is confirmed, be cleared in the
frame of the continuation plan approved by the Dijon Court. Belvédère is considering that no dividend payment in the frame of
the continuation plan can be done to the benefit of the tax administration until those receivables are considered litigious and not
definitively admitted.
In the light of these elements and the confidence of Belvédère
on a favorable outcome of this litigation, no provision has been
recorded. A provision of €3.5m is still recorded in the financial
statements as regard the other adjustments.
In the hypothesis of a rejection of the appeal by the Versailles Administrative Court of Appeal, the Group should pay the
amounts due for 2006 and 2007 as described here before. Moreover, the Group could be obliged to reimburse the amounts
received in the frame of the reimbursement of the carry-back for
2008 for €10.4m. In case of reconsideration of the deductibility of
FRN interests for previous financial years, the adjustments would
reduce the tax loss carryforward.
It is reminded that Belvédère obtained confirmation that it will
receive the reimbursement of a carry-back receivable of €31 m.
As expected by the Group’s Management, the sum of €31 million
was returned to Belvédère on 26 February 2015.
Country risks
UKRAINE
35
by the company that is being liquidated, or the actual assets of
those subsidiaries, which are now controlled by the liquidator
appointed by the Kiev Commercial Court) were transferred to a
third party outside Belvédère’s control.
Regarding several actions of the company, on April 2015, the
Kiev Tribunal accepted claims of the Company and invalidated
the sale of assets that intervened in November 2014 and ordered
the re-opening to the liquidation procedure.
B U LG A R I A
During the first couple of weeks of January 2015, the
company recovered the whole ownership of its subsidiaries and activities in Bulgaria at the end of a legal, diplomatical and public proceeding following a case opened in
November 2014. In that frame, the Bulgarian Justice put
companies of the Group under the authority of a court
officer according to highly questionable grounds and not
applicable with common law.
Sales in Bulgaria represented less than 1% of total revenues
of the Group.
The company is now able to operate its activities in Bulgaria
despite damages caused by the Court Officer.
The Company is awaiting the nomination by Sofia Tribunal of
3 experts according to the request made by itself and the company AgroTechnology during March 2015, regarding the solvability of two of its subsidiaries i.e. Domain Menada and Belvédère
Distribution. The nomination of 3 experts should occur in the
short term.
2.4.5 Insurance and risk coverage
Every Group Subsidiary is required to arrange insurance in order to cover its operating risks, the specific risks
relating to its business activities, and its civil liability. The
insurance policies are subscribed locally and are suited to
the country’s specific legislation and risks. There was no
pooled management of insurance policies as at the date of
the Registration Document but the pooling should be set
up during 2015. The main policies of the Group’s major
subsidiaries are summarized below.
The Subsidiaries have arranged the following insurance schemes in each country:
Belvédère’s Ukrainian subsidiary, Belvédère Ukraine LLC, was
placed in court-ordered liquidation in January 2014, based on a
decision by the Kiev Commercial Court following proceedings
initiated at the request of one of the company’s creditors in July
2011.
- Direct damage to property: this cover includes movable and
immovable property, such as buildings, machinery and equipment;
Belvédère holds around 85% of Belvédère Ukraine LLC’s overall debt.
- Civil liability insurance: these schemes are suited to specific local conditions, and provide comprehensive cover (unless
there is an exclusion) for any material and non-material damage
caused to third parties. In the United States, an “umbrella” policy
for the commercial activities relating to the sale of alcohol and
In November 2014, the assets of Belvédère Ukraine LLC (regardless of whether this involves the shares in subsidiaries held
- Operating loss insurance;
P art 2. L egal
other country-specific obligations has been subscribed. Furthermore, Belvédère has subscribed to a specific insurance policy covering its corporate officers’ civil liability.
2.4.6 Market risks
Liquidity, Interest Rate and Counterparty risks as well
as equity risk are described in Notes 6.5. of the notes to the
consolidated financial statements.
2.5 Description of the Group
2.5.1 Description of the Group as at the date
of the Registration Document
Belvédère, the Group’s parent company, primarily operates as a holding company, and owns some of the brands
marketed by the Group’s subsidiaries.
The Group produces spirits and wines, primarily in Poland,
France, Spain, Lithuania and Bulgaria. Some regions have a more
specialized production: in Poland and Lithuania, vodkas are the
main focus of production, while production in Bulgaria focuses
on wines.
2.5.2 Subsidiaries and holdings as at 31 December 2014
The table of Subsidiaries and holdings is published in
the Company’s financial statements for the year ended 31
December 2014.
2014:
3 Ukrainian companies (Belvédère Ukraina, Italiano
Ukrainian and Boisson Elite) are out of the consolidation
scope. Those companies, from which the commercial activity was largely decreasing and from which the outlooks
were compromised, were liquidated on 22 January 2014.
The Group having lost control of those entities, they were
no more consolidated starting beginning of 2014. In order
to hedge its exposure in Ukraine, the Group depreciated
whole of its receivables regarding those entities for €4.3m.
S implified
36
Besides, in Poland, the company “Hasis” was merged
with Sobieski Trade during the 1st semester of 2014.
On 4 December 2014, the transfer of estate (called “TUP”) of
the company ‘les Distilleries Françaises’ to the profit of Marie Brizard & Roger International was definitively completed, thanks to
the lack of opposition of creditors according to the time limit given to them.
2013:
There was no change in the consolidation scope during
the 2013 financial year.
Please note the change in the percentage interest held in the
Bulgarian subsidiaries between 31 December 2012 and 31 December 2013. On 30 September 2013, at a cost of €1, Belvédère
bought back a 12.3% stake in Belvédère Capital Management, its
Bulgarian subsidiary, from the Polish subsidiary Sobieski Spolka,
thereby increasing its interest in Belvédère Capital Management
to 100%.
2012:
One company was founded in Latvia in May 2012, namely Belvédère Distribution SIA Latvia, a wholly-owned
subsidiary of Belvédère Prekyba, the Lithuanian company.
This company had no significant business activities in the
1st half of 2012.
In July 2012, Galliart Group, the Belarus company, was founded via a transfer of assets from Galliart, another Belarus company. The former company is wholly-owned by the latter. Galliart
Group is intended to serve as the holding company for certain
Group real estate assets in Belarus, and conducts no business activities.
Re-invoicing flows between certain Subsidiaries and the Company are set out in the Statutory Auditors’ special report on the
regulated agreements and undertakings for the financial year ended 31 December 2014.
Significant minority interests in subsidiaries not
wholly-owned by the Group
Dovile Zaromskyte (a private individual) holds 20% of
the share capital and voting rights of Belvédère Baltic (Lithuania), as well as 40% of the share capital and voting
flowchart according to the main region of activities of the
G roup
P art 2. L egal
rights of Belvédère Prekyba (Lithuania).
Skandinaviska Enskilda Banken (Sweden) holds 9.2%
of the share capital and voting rights of Vilnius Degtine
(Lithuania), while Darius Zaromiski (a private individual)
holds 14.8% of the share capital and voting rights, and Daiva Zaromskiené (a private individual) owns 5% of the share
capital and voting rights.
37
knowledge, there was no industrial process within the Group that
could call into question the impact of its activities on the environment.
2.6.2 Main capital expenditures
The Group’s capital expenditures focus primarily on improving and renewing the production equipment.
2.6 Investment policy
2.6.3 Main investments to come
2.6.1 Industrial policy and incurring challenges
In the frame of BiG 2018 plan announced by the company last December, the upgrade of the industrial footprint is a major challenge. Consequently, some investments
have to be made in order to:
The Group owns its industrial real estate assets in most
cases. It also benefits from long-term leases arising from
the acquisition process for Polmos (distilleries) in Poland:
these leases grant the Group a right of usufruct over the
land concerned for a period of 99 years.
The Group also owns vineyards in Bulgaria and several real estate assets as well as a land in Krakow.
- Insource distillation and rectification capacities for vodka
production,
- Secure and upgrade Fruits & Wine production,
- Review the industrial footprint for liquor production,
- Reconfigure the logistics network.
The Group has seventeen main industrial sites with activities
of production, distillation, assembly, aging, packaging, and bottling. The operating assets of the Group and their maintenance or
improvement are major concerns. It constitutes a level of fixed
tangible assets of €216.6m as at 31 December 2014.
Most of the Group’s plants are ISO compliant. In the case of
sites that are located in urban areas, the risk of pollution or fire is
subject to audit and prevention procedures that are formally set
down with the regional or district departments concerned. Plants
acquired by the Group are renovated and made compliant with
environmental, health and safety standards.
For example, in 2015, Belvédère Group forecast investments of
approximately €14.9m in order to:
- Move the production site of Bordeaux in existing production
sites,
- Improve the distillation / rectification processes in Lithuania,
- Modernize the production capacities for the Fruits & Wine
part.
The Group implements a responsible environmental policy
in each country where it has production sites. To the Company’s
C apital
expenditures amounts during last
€ 000
3
years
2012
2013
2014
Lithuania
Bulgaria
Poland
Western Europe
Holding company
Other countries
1 118
735
947
1 028
7
229
243
1 547
1 321
1 177
3
275
211
160
2 263
1 986
84
141
Total
4 064
4 565
4 847
P art 2. L egal
38
2.7 Governance and remuneration
2.7.1 Board of Directors and Managing Directors
At the date of the current report, members of the Board
of Directors are as follows:
B oard
of
D irectors C omposition (1/2)
Function
Appointment or last
renewal
End of mandate
Other mandates within the
Group
Other mandates outside the Group
-
Current mandates:
Member of the Board of Directors and Member of the
Investment Committee of Alstria REIT
Member of the Board of Directors and Chairman of the Audit
Committee of SIIC de Paris
Senior Advisor of Westbrook Advisors
Appointed during
the General Meeting
of Shareholders on
30 September 2013
Benoit Hérault
Rita Maria Zniber
General Meeting of
Shareholders to be
Chairman of the
held to approve the
Board of Directors
Independant Director Appointed Chairman
for the year ending
on 16 September
31 December 2018
2014
Director representing
Diana Holding
Appointed during
the General Meeting
of Shareholders on
16 September 2014
General Meeting of
Shareholders to be
held to approve the
for the year ending
31 December 2019
-
Current mandates :
CEO of Diana Holding
Member of the Board of Atlas Bottling Company
Member of the Board of Seven Up
Chairman of the Board of Mr Renouvo
Chairman of the Board of Ebertec
Chairman of the Board of Thalvin
Chairman of the Board of Domaines Ouled Thaleb
Chairman of the Board of Celliers de Meknes
Chairman of the Board of Maassera Brahim Zniber
Chairman of the Board of Domaines Brahim Zniber
Chairman of the Board ofDécouvertes & Loisirs
Administrateur de Société Nouvelle de Volailles
Member of the Board of SES Warren
Manager of Domaine Namir
Manager of Domaine Tala
Manager of Domaine de Triffa
Manager of Gharb Winery
Manager of Domaine Livia
Manager of Riad de la Clémentine
Co-Manager of K'Ozibar
Manager of Biocompost Brahim Zniber
Manager of Peppinière Brahim Zniber
Manager of Akaragro
Manager of Celliers du Gharb
Manager of Viticole du Sais
Co-Manager of Olivim
Jacques
Bourbousson
Co-opted by the
Member of the Audit
Board of Directors General Meeting of
Committee
on 11 February 2013, Shareholders to be
and decision ratified held to approve the
Independant Director
during the General financial statements Member of the Nominations
and Remunerations
Meeting of
for the year ending
Committee
Shareholders on
31 December 2015
30 September 2013
-
B oard
of
P art 2. L egal
Appointment or last
renewal
End of mandate
Appointed during
the General Meeting
Constance Benqué Independant Director
of Shareholders on
30 September 2013
General Meeting of
Shareholders to be
held to approve the
for the year ending
31 December 2018
Appointed during
the General Meeting
of Shareholders on
30 September 2013
General Meeting of
Shareholders to be
held to approve the
for the year ending
31 December 2018
Benoit Ghiot
Mehdi Bouchaara
39
D irectors C omposition (2/2)
Function
Christine
Mondollot
Appointed during
the General Meeting
of Shareholders on
16 September 2014
General Meeting of
Shareholders to be
held to approve the
for the year ending
31 December 2019
Co-opted by the
General Meeting of
Board of Directors
Shareholders to be
on 24 October 2014,
held to approve the
decision to be ratified
Diana Holding
during the next
for the year ending
General Meeting of
31 December 2018
Shareholders
During the meeting of the Board of Directors on 28 July 2014,
M. Krzystof Trylinski stated that he was submitting his resignation
as a member and Chairman of the Board of Directors for personal
reasons. In order to ensure an efficient transition period, M. Krzystof Trylinski agreed to hold its positions until the next General
Meeting of Shareholders due on 16 September 2014. The Board
of Directors had decided to appoint M. Benoît Hérault as Chairman of the Board of Directors . He began its functions starting 16
September 2014.
During the Board of Directors held on 16 September 2014,
Mrs. Rita Zniber was appointed member of the Board as a representative of Diana Holding, thus 1st shareholder of the company.
M. Benoit Ghiot was appointed as an independent member.
The Board of Directors gathered on 24 October 2014, following the recommendations of its Nominations and Remunerations Committee, decided unanimously to co-opt M. Mehdi
Bouchaara as a second member of the Board as a representative
Group
Member of the Nominations
and Remunerations
Committee
Current mandates:
CEO and member of the Board of Directors of Hachette
Filipacchi (SA)
CEO Lagardère Digital France (SAS)
CEOCEO
of Lagardère
Global
Advertising
of Lagardère
Publicité
(SAS)(SAS)
Member of the working
group dedicated to "Strategic
Committee"
CEO and member of the Board of La Place Média (SAS)
Co-manager of Hachette Filipacchi Associés (SNC)
Co-manager of Lagardère Métropoles (SARL)
Standing Invitée of Lagardère Publicité and Member of the
Board of Média Institute (Association)
CEO and member of the Board of la Fondation Elle
Independant member of the Board of Voyageurs du Monde
Independant member of the Board of Fondation Air France
Chairman of the
Nominations and
Remunerations Committee
Current mandates:
Member of the Board of Directors of Fleury Michon
Member of the Board of Directors of Vivarte
Committee"
Other mandates held during the last 5 years:
Director of BHV
CEO of Virgin France & International
CEO of Virgin Mega
Chairman of the Audit
Committee
Current mandates:
CFO of D'Ieteren SA
Member of the Board of Directors and Chairman of the Audit
Committee of Belron SA
Member of the Board of Directors of Volkswagen D'Ieteren
Financial Services SA
Member of the Board of D'Ieteren Treasury SA
Member of the Board of D'Ieteren Vehicle Glass SA
Member of the Board of D'Ieteren Trading BV
Member of the Board of Dicobel SA
Member of the Audit
Committee
Current mandates:
Development and Strategic Adisor for Diana Holding
Committee"
Deputy Director of "Celliers de Meknès"
of Diana Holding and to create a position of Standing Invitee (without right to vote) for M. Serge Heringer as a representative and
expert of Diana Holding. M. Mehdi Bouchaara was also appointed
member of the Audit Committee for which M. Benoit Ghiot was
appointed Chairman replacing M. Benoît Hérault. M. Serge Heringer was also appointed Standing Invitee to the Audit Committee.
It is indicated that the ratification of the co-optation of M.
Mehdi Bouchaara as member of the Board of Directors will be
subject to approval of the shareholders during the next General
Meeting.
Those appointments take into account the role of Diana
Holding as 1st shareholder of the company and are made in
the frame of long-term industrial, commercial and financial
partnerships.
P art 2. L egal
At the date of the current report, Directorship is as follows:
40
veral applications to the Board of Directors for the position of Chief Executive Officer.
M. Jean-Noël Reynaud profil
Before joining the Group in 2014, Jean-Noël Reynaud was Deputy Director of Lactalis Europe. He has 15 years of experience
as Director in particular in Eastern Europe (Coca Cola beverages
Ukraine, Lorenz Bahlsen Snack world, Bols sp zoo). He is also experienced in the wine and liquor markets thanks to several International Managerial positions such as for Remy Cointreau Group.
In addition to French, Japanese, English and German, Jean Noël
Reynaud speaks also Polish.
There is no family relationship between the persons mentioned in this Section.
To the Company’s knowledge, no member of the Board of Directors or the General Management has been the subject:
- of a conviction for fraud in the last five years at least;
- of a bankruptcy, sequestration or liquidation, as either a Director or company representative in the last five years at least;
- of a conviction and/or official public penalty pronounced
by the statutory or regulatory authorities in the last five years at
least.
Furthermore, to the Company’s knowledge, no company representative has been prevented by a court to act
as a member of one of the administrative, management or
supervisory bodies of a public company or from being involved in the management or conduct of business of a public company in the last five years at least.
On 27 March 2014, the Board of Directors chose, subject to the
approval of its position by the chosen applicant, to:
- Dissociate the functions of the Chairman of the Board of Directors from those of the Chief Executive Officer;
- Extend the term of the mandates of M. Krzysztof Trylinski as
member and Chairman of the Board of Directors until the end of
its mandate;
- to appoint M. Jean-Noël Reynaud as Chief Executive Officer
of the company.
On 31 March 2014, the Board of Directors noted the approval
of Jean-Noël Reynaud and confirmed its appointment as Chief
Executive Officer. It is indicated that it was effective starting 5
May 2014.
Besides, during the meeting of the Board of Directors on 28
July 2014, M. Krzystof Trylinski stated that he was submitting his
resignation as a member and Chairman of the Board of Directors
for personal reasons. In order to ensure an efficient transition
period, M. Krzystof Trylinski agreed to hold its positions until
the next General Meeting of Shareholders due on 16 September
2014. The Board of Directors had decided to appoint M. Benoît
Hérault as Chairman of the Board of Directors. He began its functions starting 16 September 2014.
2.7.2 Remuneration of the members of the
Board of Directors and of the Directors
The remuneration granted to the Company’s Directors
and its representatives is listed below and is presented in
accordance with the principles of the AFEP/MEDEF corporate code of governance and current regulations.
Subject to what is stated in this section, no payment shall be
made for departures, for whatever reason, of members of the
Board of Directors, or Directors who represent the company.
Remuneration, options and shares allocated to
each Director and company representative
It is reminded that the Nominations and Remunerations
Committee, in accordance with its mandates, submitted seD irectorship
Function
Jean Noel Reynaud
CEO
Appointment or last
renewal
End of mandate
Group
Manager of Sobieski SARL
Appointed during
Permanent Representative of
the Board of
Belvédère
Unknown period of
Directors of 27 March
CEO of Marie Brizard &
time
2014 - effective on 5
Roger International
May 2014
CEO of Cognac Gautier,
William Pitters and Moncigale
Current mandates: Other positions held during the last 5 years:
CEO of Lorenz Bahlsen Snack World - Poland
CEO of Coca Cola Beverages in Ukraine
Director of Lactalis Europe
P art 2. L egal
41
M. T rylinski R emuneration
M. Krzystof Trylinski
Chairman of the Board - CEO
Due Remuneration allocated during the financial year
Pluriannual Variable Remuneration allocated during the financial year
Value of options allocated during the financial year
Value of free-shares allocated during the financial year
2013
2014
429 136 €
181 379 €
429 136 €
0€
0€
0€
181 379 €
0€
0€
0€
2013
2014
-
424 222 €
-
424 222 €
0€
0€
0€
M. R eynaud R emuneration
M. Jean Noel Reynaud
Chief Executive Officer
M. T rylinski D etailled R emuneration
2013
M. Krzystof Trylinski
Chairman of the Board - CEO
Fixed remuneration
Annual Variable Remuneration
Pluriannual Variable Remuneration
Extra-ordinary Remuneration
Attendance Fees
Benefits in Kind
Total
2014
Due Remuneration
Paid Remuneration
Due Remuneration
Paid Remuneration
429 136 €
0€
0€
0€
0€
0€
429 136 €
429 136 €
0€
0€
0€
0€
0€
429 136 €
181 379 €
0€
0€
0€
0€
0€
181 379 €
181 379 €
0€
0€
0€
0€
0€
181 379 €
M. R eynaud D etailled R emuneration
2013
Chief Executive Officer
Fixed remuneration
Attendance Fees
Benefits in Kind
Total
2014
Due Remuneration
Paid Remuneration
Due Remuneration
Paid Remuneration
-
-
183 556 €
240 666 €
0€
0€
0€
0€
424 222 €
183 556 €
0€
0€
0€
0€
0€
183 556 €
P art 2. L egal
42
A ttendance fees and other remuneration received by the members of the Board of Directors
Current Directors
Shares owned by the members of the Board of Directors
or Executive Directors
2013
M. Benoit Hérault
Chairman of the Board of Directors
Attendance Fees
Other Remunerations
Ms. Rita Maria Zniber
Member of the Board of Directors
Attendance Fees
Other Remunerations
M. Jacques Bourbousson
Attendance Fees
Other Remunerations
Ms. Constance Renqué
Attendance Fees
Other Remunerations
Ms. Christine Mondollot
Attendance Fees
Other Remunerations
M. Mehdi Bouchaara
Attendance Fees
Other Remunerations
2014
-
96 233 €
-
96 233 €
0€
-
0€
-
0€
0€
20 000 €
75 000 €
20 000 €
-
70 000 €
5 000 €
0€
56 250 €
0€
0€
56 250 €
0€
0€
87 500 €
0€
0€
87 500 €
0€
-
8 384 €
-
8 384 €
0€
2013
2014
It is indicated thereafter a detail summary of the transactions
of shares realized by Board members or the Executive Directors
(or closely connected persons) during the financial year ending
31 December 2014, according to the information communicated
to Belvédère:
- Number of shares transmitted: 0 - Number of shares acquired: 2,840,000 shares acquired by
Diana Holding, to which Ms. Rita Maria Zniber and M. Mehdi Bouchaara are close
- Number of shares subscribed :
0
- Number of shares swapped : 0
It is indicated that on 13 March 2015:
- M. Benoit Herault acquired 871 shares of the company;
- Ms. Constance Benque acquired 513 shares of the company;
- M. Benoit Ghiot acquired 1,000 shares of the company;
- CM Consulting, connected to Ms. Christine Mondollot, acquired 412 shares of the company.
At the date of the current report, the following members of
the Board of Directors stated that they owned:
Director left in 2014
- M. Jacques Bourbousson : 2 shares of the company;
- M. Mehdi Bouchaara : 25 shares of the company;
M. Pascal Bazin
Attendance Fees
Other Remunerations
0€
70 000 €
0€
0€
70 000 €
0€
It will be proposed to the shareholders during the next General Meeting to allocate attendance fees for a total amount of
€465,000 to split between the members of the Board of Directors.
Conflicts of interest within the administrative bodies and the
Directorship
To the Company’s knowledge, there is no conflict between the
private interests of the members of the Company’s administrative
bodies and the Company’s interests.
- Mrs. Rita Maria Zniber : 1,300 shares of the company.
On 26 March 2015, Diana Holding, to which Ms. Rita Maria Zniber and M. Mehdi Bouchaara are close, declared to have acquired
1,560,000 shares meaning that it owned 16.6% of the capital or
16.5 % of the voting rights of the company.
Stock options allocated during the year to members of the
Board of Directors or Executive Directors
Not applicable
Stock options exercised during the year by members of the
Board of Directors or Executive Directors
Not applicable
P art 2. L egal
Performance shares allocated to members of the Board of Directors or Executive Directors
43
The Options thus allocated may only be exercised in
stages and in accordance with performance conditions
being achieved under the following conditions:
Not applicable
Stock options granted to and exercised by the ten highest
non-Director employee beneficiaries
Not applicable
It is indicated that the Board of Directors decided on 12 March
2015 to allocate 9,320 free shares and 480,000 stock purchase or
stock subscribe options to some employees and Managers of the
Group.
This decision was authorized by the General Meeting of
shareholders gathered on 16 September 2014. It will enable
to align the interests of the recipient and those of the Group’s
shareholders.
Allocation of free shares
The Board of Directors has thus decided to allocate
20 free shares to each employee of Belvédère SA and its
French subsidiaries, i.e. a total of 9,320 free shares. These
free shares will be definitively acquired following a 2-year
period from the date of their allocation, the only condition being that the member of staff should still be with
the Company at that time – there are no specific performance-related conditions. These shares will be non-transferable for a period of 5 years from the date of acquisition.
Allocation of options subject to performance
conditions
The 480,000 subscription or purchase options (the Options) are to be allocated to 26 Belvédère group managers,
including CEO Jean-Noël Reynaud, who will be allocated
110,000 Options.
- A maximum of 20% of the allocated Options may be exercised in 2015, subject to a specific consolidated operating profit
from continuing operations being recorded based on the Group’s
consolidated accounts for the financial year to 31 December
2014, although a certain number of these Options may nevertheless be exercised if this objective were partially achieved;
- A maximum of 20% of the allocated Options may be exercised in 2016, subject to a specific consolidated ratio (EBITDA/
Sales) being recorded based on the Group’s consolidated accounts for the financial year to 31 December 2015, although a
certain number of these Options may nevertheless be exercised
if this objective were partially achieved; and
- A maximum of 60% of the allocated Options may be exercised in 2018, subject to a specific consolidated ratio (EBITDA/
Sales) being recorded based on the Group’s consolidated accounts for the financial year to 31 December 2017, although a
certain number of these Options may nevertheless be exercised
if this objective were partially achieved.
The Board of Directors will confirm whether these performance conditions have been met, bearing in mind that the allocation plan also requires the holders of these Options to still be
with the Group when these Options are exercised.
As well as the requirement to retain 50% of their shares for
a 2-year period from the corresponding exercise dates of these
Options laid out by the Board of Directors, with which all Option
beneficiaries must comply, Mr Jean-Noël Reynaud will have to retain, as registered shares, at least 20% of the shares resulting from
the exercising of his Options until he leaves his position as CEO,
in accordance with article L.225-185 paragraph 4 of the French
Commercial Code.
Each of these Options will give the holder the right to
subscribe or to purchase 1 Belvédère SA share at a unit price of
€10.64, calculated on the basis of Belvédère’s average opening
price over the 20 trading sessions preceding the date of the
Board of Directors’ meeting.
I nformation
on
O ptions
subject to
P erformance C onditions
Plan # and Date
allocated to
Nature
M. R eynaud (M arch 2015)
Value of the
options in the
financial
statements
Number of
options allocated
Exercise price
Exercice period
20 % in 2015
according to 2014
results
Jean Noel Reynaud
Chief Executive Director
#1
12 March 2015
Subscription
Na *
110,000 options
giving right to
110,000 shares
€10.64
20 % in 2016
according to 2015
results
60 % in 2018
according to 2017
results
* : This plan was set up in March 2015 and its valuation is not yet taken into account in the financial statements for 2014
P art 2. L egal
S ummary
44
of the allocations of options
General Meeting of Shareholders
16 septembre 2014
Plan #2
Plan #1
12 March 2015
Board of Directors
480 000
Number of shares that could be subscribed
Members of the Board or Directors
110 000
20 % starting 2015,
according to 2014 results
20 % starting 2016,
Starting point of the Options
60 % starting 2018,
12 March 2020
Expiry Date
Subscription Price
10,64 €
Exercising features
1 option for 1 share
Number of shares subscribed as of the date of the report
Nil
Cumulated number of Options cancelled or obsolete
Nil
Number of options outstanding as of the date of the report 480 000
E xecutive D irectors :
social status
Employment
Contract
Additional
pension
scheme
Remuneration, compensation or
benefit items due or likely to be
due as a result of taking up,
resigning or changing duties
Krzysztof Trylinski
CEO
No
No
Yes, please refer to notes to the
No
Jean Noel Reynaud
Director
No
No
No, except for legally required
severance payments
No
Amounts
established or provisioned by the
Date of end of
Compensation relating to a
functions within
non-competition clause
the Company
Detailed information corresponding to
benefits granted to Executives Directors figure
in paragraph 5.3 of this
16 September 2014 document relating to
regulated agreements
involving these two Directors.
-
Company (Pensions, Retirement Commitments or Other)
In € 000
Expenses linked to post employment benefits
Expenses linked to post termination benefits
Within the global limit decided by the General meeting of
shareholders and after consultation of its Nominations and Remunerations Committee, the Board of Directors allocate attendance fees to the members of the Board and may allocate to
members of special Committees an additional amount of attendance fees taking into account the time given by the members to
31-Dec-12
31-Dec-13
31-Dec-14
63
na
0
na
0
na
those Committees.
The General meeting of shareholders that met on 16 September 2014 set out the amount of attendance fees at €445,000.
This amount must be shared between the members of the Board
of Directors for the current year.
P art 2. L egal
On 24 October 2014, the Board of Directors decided to allocate the attendance fees as follows:
- €100,000 to the Chairman of the Board
- €45,000 to the other members of the Board
- 25,000 to each Chairman of Special Committees
For 2014, the amount of attendance fees that were not assigned was of €25,000.
There are no other contracts binding the member of the
Board of Directors or the Executive Directors to the Company or its subsidiaries than those detailed in the special
report of Statutory Auditors about regulated agreements
and commitments.
Committees
Since 2013 and particularly since the appointment of
independent Directors, the Board of Directors has introduced several specialized committees. The Company thus
initiated procedures with a view to improve compliance
with best practices in matters of corporate governance.
- The Company’s Board of Directors, at its meeting on 11 February 2013, decided to create an ad hoc committee known as
the “Governance Committee”, whose members were Krzysztof
Trylinski, Chairman and CEO, Frédéric Abitbol (the Company’s
court-appointed administrator) and Jacques Bourbousson,
co-opted as a Director on 11 February 2013.
- The Governance Committee’s remit was to (i) review and
propose potential future independent Directors for the Board
of Directors, (ii) prepare the composition of an audit committee
as well as a remunerations committee, and (iii) propose draft inhouse rules for the Board of Directors, the audit committees and
the remunerations committee. After the completion of its objectives, this Committee was dissolved.
Employees
3
- On 10 October 2014, the Nominations Committee was
merged with the Remunerations Committees created on 30 October 2013 in order to have a unique Committee named: Nominations and Remunerations Committee.
- The Company’s Board of Directors meeting of 11 October
2013 decided to introduce an Audit Committee. The Audit Committee is composed of M. Jacques Bourbousson, M. Mehdi Bouchaara and M. Benoît Ghiot, who was also appointed as Chairman
of the said committee. Serge Heringer is also standing invitee to
the Audit Committee.
Information concerning the service contracts
binding the members of the Board of Directors
to the issuer or to any of its subsidiaries and
providing benefits
during the last
- On 30 September 2013, the Company’s Board of Directors
decided to introduce a Nomination Committee in order to identify candidates for Company Chairman and/or Managing Director.
At the date of the current report, this latter is composed of
Mrs. Christine Mondollot, Mrs. Constance Benque and M. Jacques
Bourbousson, Mrs. Mondollot being Chairman of this Committee.
2.7.3 Functioning of management and supervisory bodies
W orkforce E volution
45
- On 25 June 2014 and 24 October 2014, the Board of Directors decided to constitute a working group called “Strategic
Committee” that is composed of Mrs. Christine Mondollot (also
Chairman of this Committee) and Mrs. Constance Benque and M.
Mehdi Bouchaara. Mr. Serge Heringer is also standing invitee to
this working group.
Corporate governance
Chairman’s report relating to corporate governance and
internal controls is available in the Annual Financial Report.
2.8 Workforce
2.8.1 Workforce Evolution
The table hereafter summarizes the workforce evolution
during the last 3 years:
years
2012
2013
2014
3 142
2 975
2 493
P art 2. L egal
The table hereafter details the workforce breakdown as
at 31 December 2014:
Workforce breakdown as at 31 December 2014
Managers
Employees
Total
Belvédère SA
Sobieski SARL
Holdings
19
1
20
2
2
19
3
22
William Pitters
Cognac Gautier
Marie Brizard
Moncigale
France
15
5
83
20
123
36
30
107
157
330
51
35
190
177
453
MB Espagne
Spain
33
33
42
42
75
75
Sobieski SP zoo
Destylernia Sobieski
Polmos Lancut
Domain Menada Sp z.o.o.
Sobieski Trade
Galerie Alkoholi Sp. z o.o.
Augustowianka
Destylernia Polmos Krakow
Poland
38
20
15
19
74
59
5
8
238
192
230
149
42
475
94
29
17
1 228
230
250
164
61
549
153
34
25
1 466
Belvedere Baltik
Belvedere Prekyba
Dunkeris LT
Vilniaus degtine
Lithuania
2
64
2
67
135
92
110
2
82
2
159
245
Belvedere Distribution SIA
Latvia
1
1
5
5
6
6
Vinimpex
Menada Vineyards
Belvedere Distribution
Domain Menada
Belvedere Capital Management
Belvedere Bulgaria
Bulgaria
4
1
14
14
1
1
35
1
22
22
68
1
1
115
5
23
36
82
2
2
150
Imperial Brands
United-States of America
15
15
19
19
34
34
Dubar (GM Brazil, BVD SA, included)
Brasil
1
1
19
19
20
20
Belvedere Scandinavia
Denmark
3
3
5
5
8
8
Sobieski Trading Shanghai Co.
China
0
2
2
2
2
Sobieski Beverages India
India
9
9
2
2
11
11
Sobieski Ukraina
Ukraina
1
1
0
1
1
TOTAL
18
2 493
2.8.2 Share capital owned by employees
Historically, the company has no knowledge of an important ownership of Belvédère shares by the employees.
In order to motivate employees and managers, especially in
the frame of the strategic plan “BiG 2018”, the General Meeting of
Shareholders approved on 16 September 2014 3 motions:
- Delegation of Authority to the Board of Directors of the company in order to proceed to the allocation of Options (stock pur-
46
chase or stock subscribe) to the benefit of employees, managers
and Directors of the Group and the companies of the Group ;
- Delegation of Authority to the Board of Directors of the company in order to proceed to the allocation of free shares to the
benefit of employees, managers and Directors of the Group and
the companies of the Group ;
- Delegation of Authority to the Board of Directors of the company in order to proceed to one or several capital increase(s) in
cash exclusive to employees participations in a company savings
plan, in conformity with articles L.225-129-6, alinéa 1 of the Commercial Code and of L.3332-1 of “Code du travail”, without preferential subscription rights for existing shareholders
On the basis of those authorizations, the Board of Directors
decided on 12 March 2015 the allocation of 9,320 free shares
and 480,000 stock purchase or subscription options to some
employees and Directors of the Group. It will enable to align the
interests of the recipient and those of the Group’s shareholders.
Allocation of free shares
The Board of Directors has thus decided to allocate 20
free shares to each employee of BELVEDERE SA and its
French subsidiaries, i.e. a total of 9,320 free shares. These
free shares will be definitively acquired following a 2-year
period from the date of their allocation, the only condition being that the member of staff should still be with
the Company at that time – there are no specific performance-related conditions. These shares will be non-transferable for a period of 5 years from the date of acquisition.
Allocation of options subject to performance
conditions
The 480,000 subscription or purchase options (the Options) are to be allocated to 26 Belvédère group managers,
including CEO Jean-Noël Reynaud, who will be allocated
110,000 Options.
Each of these Options will give the holder the right to
subscribe or to purchase 1 Belvédère SA share at a unit price of
€10.64, calculated on the basis of Belvédère’s average opening
price over the 20 trading sessions preceding the date of the
Board of Directors meeting.
Those two allocations (free shares and options) represent a
potential of 1.8% of the capital for the employees and the managers (according to the total number of shares as at 31 December
2014).
P art 2. L egal
47
2.9 Share capital and
shareholding structure
Since 31 December 2012, the number of shares outstanding is
as presented in the table bellow.
2.9.1 Information about share capital
The change in share capital during 2014 is a result of the
following:
- the exercise of 679 warrants (BSA) issued to historical
shareholders for 259 shares,
- the exercise of 30 warrants (BSA) issued to historical
shareholders for 10 shares.
The change in share capital during 2013 is a result of the following:
- exercise of 37,125 BSA 2006 for 37,180 shares,
- exercise of 4,109 BSA A1 for 1,559 shares,
- exercise of 2,681 A2 for 1,017 shares,
- exercise of 184,347 AOBSA for 5,594 shares,
- conversion of FRN bonds into shares representing an issue
of 18,216,154 ordinary shares and 4,819,030 special voting right
shares (totaling 23,035,184 shares),
Changes in the share capital during the last 3
years
Following the recognition by the Board of Directors on
28 April 2015 of a capital raising through the exercise of
equity instruments giving access to the capital (described
hereafter), the share capital of the company amounted to
€52,973,242, divided into 26,486,621 shares with a nominal
value of €2.00. Shares are divided into two categories: ordinary shares and “Shares with Special Voting Rights”.
“Shares with Special Voting Rights”, which were created during
the General Meeting of Shareholders gathered on 28 February
2013, are registered in a managed registration account or in an
issuer registration account. “Shares with Special Voting Rights”
have the same rights as ordinary shares but are deprived of voting rights for resolutions taken in ordinary general meetings
relating to the appointment, reappointment or dismissal of
members of the Company’s Board of Directors, or any resolution
ratifying the Board of Directors’ coopting of a Director.
“Shares with Special Voting Rights” may be converted into ordinary shares exclusively in the cases defined within the Article of
Association. As at 31 December 2014, 3,071 “Shares with Special
Voting Rights” were outstanding.
The Board of Directors recorded a capital increase of €310 on
28 April 2015 following:
- The exercise of 238 warrants (BSA) issued to historical
shareholders for 89 shares
- The exercise of 178 warrants (BSA) issued to historical
shareholders for 66 shares
From which 16 shares had already been issued during 2014,
i.e. a net issue of 139 shares since 1 January 2015.
N umber
of
Date
16-sept-14
16-sept-14
All of the increases in share capital in the Company recorded
since 2009 were mainly due to the exercise of BSA 2004 and BSAR
2006 warrants giving access to the Company’s share capital.
Delegation of authority
At the date of the current report, the following table
summarizes the delegation of authority voted during the
General Meeting of Shareholders on 16 September 2014:
On the basis of those authorizations, the Board of Directors
decided on 12 March 2015 the allocation of 9,320 free shares
and 480,000 stock purchase or subscription options to some employees and Directors of the Group. These allocations reduce the
amount defined during the General Meeting of 16 September
2014 (use of the delegation to the amount of around 1.8% of the
S hares O utstanding E volution
Number of shares outstanding
D elegation
representing a total of 23,080,534 new shares issued during
2013.
of
31 December 2012
31 December 2013
31 December 2014
As at the date of the
Report
3 405 679
26 486 213
26 486 482
26 486 621
A uthority
Delegation of Authority in order to decide…
...the allocation of Options (stock purchase or stock
subscribe) to the benefit of employees, managers and
Directors of the Group and the companies of the
... the allocation of free shares to the benefit of
employees, managers and Directors of the Group and
the companies of the Group
Maximal amount authorised
(nominal value)
Length of the
delegation
Pricing method
2 % maximum
of the share capital
38 months
Exercising price is at minimum equal to
the average price over 20 trading sessions
2 % maximum
of the share capital
38 months
na
P art 2. L egal
share capital of the company for a maximal amount authorized
of 2.0%).
Shares not representing capital
at
31
décembre
2.9.2 Shareholding structure
To the Company’s knowledge, and based on declarations received by the Company, as at 31 December 2014, no
shareholder, whether an individual or a corporate entity,
had informed the Company of an equity interest exceeding
5 % excluding Diana Holding, KKR and SPC LUX.
Nil.
As
48
2014
Number of shares
% Capital
Number of
Voting rights
% of
Voting rights
Public (1)
18 929 904
71,5%
19 172 439
71,7%
Diana Holding (2)
3 480 000
13,1%
3 480 000
13,0%
KKR (3)
2 271 262
8,6%
2 271 262
8,5%
SPC Lux (4)
1 798 193
6,8%
1 798 193
6,7%
7 123
0,0%
-
-
26 486 482
100,0%
26 721 894
100,0%
Shareholders
Treasury shares (5)
TOTAL
(1) : At 31 December 2014, no shareholder, whether an individual or a corporate entity, had informed the Company of an equity
interest exceeding 5 %.
(2) : Threshold exceeded - declared by letter dated 3 October 2014 and published by the AMF on 3 October 2014
(3) : Threshold exceeded - declared by letter dated 1 April 2014 and published by the AMF on 2 April 2014
(4) : Threshold exceeded - declared by letter dated 13 December 2013 and published by the AMF on 13 December 2013
(5) : These shares are deprived of voting rights
As
at
31
décembre
2013
Number of shares
% Capital
Number of
Voting rights
% of
Voting rights
Free Float (1)
24 684 583
93,2%
24 840 422
93,2%
SPC Lux (2)
1 798 193
6,8%
1 798 193
6,8%
3 437
0,0%
-
-
26 486 213
100,0%
26 638 615
100,0%
Shareholders
Treasury shares (3)
TOTAL
(1) : At the date of publication, no shareholder, whether an individual or a corporate entity, had informed the Company of an
equity interest exceeding 5 %.
(2) : Threshold exceeded - declared by letter dated 13 December 2013 and published by the AMF on 13 December 2013
As
at
31
décembre
2012
Number of shares
% Capital
Number of
Voting rights
% of
Voting rights
2 817 501
82,7%
2 818 979
86,0%
Angostura Holding Ltd (1)
148 200
4,4%
296 400
9,1%
Bruce Willis
83 000
2,4%
83 000
2,5%
Treasury shares(2)
281 285
8,3%
-
-
Board members and Executive
Officers(3)
75 693
2,2%
78 401
2,4%
3 405 679
100,0%
3 276 780
100,0%
Shareholders
Free Float
TOTAL
(1) : To the Company’s knowledge, Angostura Holdings Limited is controlled at its highest level by CL Financial Limited, a
company incorporated in the Republic of Trinidad and Tobago
(2) : These shares had no voting rights
(3) : On the basis of information communicated to the Company
P art 2. L egal
Voting rights
Article 27 of the Company’s Articles of Association provides that any holder of fully paid up shares able to prove
that his/her shares have been registered in his/her name
for at least four years shall have the double voting rights
provided for by law.
“Any owner of shares that are paid up in full, who can prove registration in his/her name for the previous four (4) years at least,
may have twice the voting rights as provided for in law. Furthermore, should there be an increase in the capital through the capitalization of reserves, profits or additional paid-in capital, double
the voting rights shall be granted, as soon as they are issued, to
bonus registered shares allocated to a shareholder as new shares,
for which he/she benefits from such a right.
Any share converted into a bearer share or whose ownership
is transferred shall lose the right to a double vote.”
Besides, it is reminded that the share capital of the company
is divided into two categories: ordinary shares and “Shares with
Special Voting Rights”. Article 11 provides details regarding those
laters:
« Shares with Voting Rights have the same rights as ordinary
shares but are deprived of voting rights for resolutions taken in
ordinary general meetings relating to the appointment, reappointment or dismissal of members of the Company’s Board of
Directors, or any resolution ratifying the Board of Directors’ coopting of a Director. »
Agreements liable to result in a change of
control
As at the date of the Registration Document, there was
no agreement liable to result in a change of control.
Shareholding thresholds in 2014
D E C L A R AT I O N O F I N T E N T B Y D I A N A H O L D I N G
( 3 O C TO B E R 2014 ) :
- By mail received on 3 October 2014, the limited liability company governed by Moroccan Law “Diana Holding” 1 (“Domaine Zniber, Ait Harzallah, Province d’El
Hajeb, Wilaya de Meknes Tafilalet, Maroc”) declared that,
on 29 September 2014, it went above the threshold of 10%
of the capital and of the voting rights of the company Belvédère and that it owned 2,840,000 shares of Belvédère
(same amount of voting rights) representing 10.72% of the
capital and 10.63% of the voting rights 2.
- This threshold crossing is a result of the acquisition of shares
on the market.
Diana Holding stated that it owned as 1 October 2014,
3,480,000 Belvédère shares representing the same amount
49
of voting rights i.e. 13.14% of the capital and 13.02% of the
voting rights.
- In the same mail, the following declaration of intent was realized:
and 223-17 of the general regulations of the AMF, “Diana Holding” states for the next 6 months:
by equity and assets of the Group Diana Holding
- That it is not acting in concert with a third party through the
company Belvédère,
shares, according to market conditions, in order to comfort its position as reference shareholder with more than 13% of the capital
at the date of the announcement
would mandate it to take over the company
- That it confirms as a professional player of the wine market
- According to this, outside the nomination of Rita Maria Zniber as a member of the Board of Directors (decided with 94.5%
of voting rights during the General Meeting of Shareholders that
took place on 16 September 2014) it asks to the Board of Directors of Belvédère to co-opt the second member that was proposed on 16 September 2014 and a third member whose identity
will be given shortly.
- That it has no intention to set up an operation referred to in
- That is does not belong to agreements or instruments mentioned in 4° et 4° bis of I of Article L. 233-9 of the Commercial
Code;
- That it has not concluded any agreement regarding the reverse transactions of Belvédère shares or voting rights.
1: Controlled by Zniber Family.
2 : Based on a share capital composed of 26,486,477 outstanding
shares representing 26,721,879 voting rights according to alinéa 2 of Ar-
P art 2. L egal
ticle 223-11 of the AMF rules.
S H A R E H O L D I N G T H R E S H O L D D I S C LO S U R E B Y
D I A N A H O L D I N G ( 8 S E P T E M B E R 20 1 4 ) :
- By mail received on 5 September 2014, the limited liability company governed by Moroccan Law “Diana Holding” 1 (“Domaine Zniber, Ait Harzallah, Province d’El
Hajeb, Wilaya de Meknes Tafilalet, Maroc”) declared that
it went above the threshold of:
- 5% of the capital and of the voting rights of the company
Belvédère and that it owned 1,329,067 shares of Belvédère (same
amount of voting rights) representing 5.02% of the capital and
4.97% of the voting rights 2 on 3 September 2014.
- 5% of the capital and of the voting rights of the company
Belvédère and that it owned 1,543,000 shares of Belvédère (same
amount of voting rights) representing 5.83% of the capital and
5.77% of the voting rights 2 on 4 September 2014.
- These threshold crossings are the result of the acquisitions of
shares on the market.
2: Based on a share capital composed of 26,486,477 outstanding
shares representing 26,721,879 voting rights according to alinéa 2 of Article 223-11 of the AMF rules.
S H A R E H O L D I N G T H R E S H O L D D I S C LO S U R E B Y K K R
( 2 A P R I L 2014 ) :
- By mail received on 1 April 2014, the company“ KKR
& Co. L.P. (c/o Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, New Castle County,
USA) declared that, on 31 March 2014, through the companies of its group, it went above the threshold of 5% of
the capital and of the voting rights of the company Belvédère and that it owned 2,271,262 shares of Belvédère (same
This threshold crossing is a result of the sum of equity participations managed by the companies Echo Holdings L.P. (Echo
Investments I Ltd 2) and Avoca Capital Holdings 3 (both controlled
by KKR & Co. L.P.), which were previously not aggregated due to
dispositions of Article L.233-9 of the Commercial Code.
I nformation
disclosed by
50
shares representing 26,721,598 voting rights according to alinéa 2
of Article 223-11 of the AMF rules.
2: Controlled by Echo Holdings L.P., itself controlled by funds managed
by KKR Asset Management LLC (acting as General Partner and Investment
Manager), which is controlled at the highest level by KKR & Co. L.P.
3: Avoca Credit Opportunities Fund, Absalon Credit Fund Ltd and
Avoca Value Fund are funds managed by Avoca Capital Holdings (acting
as General Partner and Investment Manager), which is controlled at the
highest level by KKR & Co. L.P.
Shareholding thresholds since 1 January 2015
D E C L A R AT I O N O F I N T E N T B Y D I A N A H O L D I N G
( 1 A P R I L 2015 ) :
- By mail received on 1 April 2015, the limited liability
company governed by Moroccan Law “Diana Holding” 1
(“Domaine Zniber, Ait Harzallah, Province d’El Hajeb,
Wilaya de Meknes Tafilalet, Maroc”) declared that, on 26
March 2015, it went above the threshold of 15% of the capital and of the voting rights of the company Belvédère
and that it owned 4.400.000 shares of Belvédère (same
- This threshold crossing is a result of the acquisition of shares
on the market.
- Regarding Article 223-14 III and IV of the general regulations
of the AMF, “Diana Holding” stated that it owned:
- 100.000 warrants (BSA) to be exercised before 23 April 2018
and giving access to around 0.38 Belvédère shares when exercising 3 warrants minimum to the price of €23.82 per share.
- 3.000.000 warrants (BSA), to be exercised before 31 December 2016 and giving access to around 0.03 Belvédère
- In the same mail, the following declaration of intent was realized:
and 223-17 of the general regulations of the AMF, “Diana Holding” states for the next 6 months:
KKR (A pril 2014)
Number of shares
% of shares
Number of
Voting rights
% of
Voting rights
1 198 794
4,53%
1 198 794
4,49%
Avoca Credit Opportunities Fund (3)
583 885
2,20%
583 885
2,19%
Absalon Credit Fund Ltd (3)
399 604
1,51%
399 604
1,50%
Avoca Value Fund (3)
88 979
0,34%
88 979
0,33%
2 271 262
8,58%
2 271 262
8,50%
Shareholders
Echo Investments I Ltd (2)
TOTAL
P art 2. L egal
by equity and assets of the Group Diana Holding;
- That is not acting in concert with a third party through the
company Belvédère;
shares, according to market conditions,
51
rights 2.
1: Controlled by Castel family
2: Based on a capital composed of 26,486,621 shares and 26,748,958
voting rights according to alinéa 2 of Article 223-11 of the AMF rules.
would mandate it to take over the company;
Pacts, shareholders’ agreements and concerted
actions agreements
- That it confirm as a professional player of the wine market
In conformity with Article L.225-100-3 of the Commercial Code, Items likely to have an impact in the event of a
public offer are detailed hereafter.
- According to this, outside the nomination of Rita Maria Zniber as a member of the Board of Directors (decided during the
General Meeting of Shareholders that took place in 16 September
2014) and the co-option of Mehdi Bouchaara as a member of the
Board of Directors (decided during the Board of Directors that
took place in 24 October 2014), it asks to the Board of Directors
of Belvédère to co-opt Serge Heringer as soon as possible, whose
application was submitted in October 2014. Given that Serge Heringer has a status of standing invitee to the Board of Directors
and to the Audit Committee does not give him the possibility to
participate in decisions.
The Articles of Association of the company do not provide voting-caps restrictions.
- That it has no intention to set up an operation referred to in
- That is does not belong to agreements or instruments mentioned in 4° et 4° bis of I of Article L. 233-9 of the Commercial
Code
- That it has not concluded any agreement regarding the reverse transactions of Belvédère shares or voting rights.
shares representing 26,721,879 voting rights according to alinéa 2 of Article 223-11 of the AMF rules.
3: It is indicated that the number of share would be rounded to the
nearest whole number and a compensation would be given in cash
S H A R E H O L D I N G T H R E S H O L D D I S C LO S U R E B Y
D F H O L D I N G ( 13 M AY 2 0 15 ) :
Nil.
Items likely to have an impact in the event of a
public offer
Capital structure of the Company
It is reminded that the share capital of the company is divided into two categories: ordinary shares and “Shares with Special
Voting Rights”. Article 11 provides details regarding those laters:
« Shares with Voting Rights have the same rights as ordinary
shares but are deprived of voting rights for resolutions taken in
ordinary general meetings relating to the appointment, reappointment or dismissal of members of the Company’s Board of
Directors, or any resolution ratifying the Board of Directors’ coopting of a Director. »
Article 11 states that the “Shares with Special Voting Rights”
may be converted into ordinary share in the cases specified by
that Article.
Besides, Article 27 of the Company’s Articles of Association
provides double voting rights
- For any holder of fully paid up shares able to prove that his/
her shares have been registered in his/her name for at least four
years shall have the double voting rights provided for by law.
- Furthermore, should there be an increase in the capital
through the capitalization of reserves, profits or additional paidin capital, double the voting rights shall be granted, as soon
as they are issued, to bonus registered shares allocated to a
shareholder as new shares, for which he/she benefits from such
a right.
Any share converted into a bearer share or whose ownership
is transferred shall lose the right to a double vote.”
Moreover, any individual or corporate entity that comes into
possession, directly or indirectly, alone or jointly, of at least 2.5%
of the issued share capital or voting rights in the Company, or
any multiple of this percentage, shall inform the Company accordingly within 15 days, by registered letter with acknowledge-
P art 2. L egal
52
ment of receipt, addressed to the registered office.
tion by the next Annual General Meeting
If the shares or voting rights exceed the proportion that
should have been disclosed under the abovementioned conditions, they shall be deprived of voting rights under the conditions
laid down in law.
- The General Meeting may delegate powers to the Board of
Directors through annual delegations.
The abovementioned disclosure requirements shall also apply
each time an individual’s or corporate entity’s share of the capital
or voting rights falls below the 2.5% threshold or any multiple
thereof.
Direct or indirect participating interests in the
capital of the Company
The structure of ownership is detailed in previous paragraph.
Owners of any securities conferring special
rights of control and description of those rights
Nil.
Control procedure provided in the event of
potential employee shareholdings with control
rights not exercised by the latter
Nil.
Agreements between shareholders of which the
Company is aware and which may give rise to
restrictions on share transfers and voting rights
The company has no knowledge of agreements between
shareholders which may give rise to restrictions on share
transfers and voting rights.
Rules governing the appointment and replacement of Board members and the amendment of
the Articles of association
In conformity with Article 13 of the Articles of Association of the Company, the members of the Board of Directors shall be appointed or have their terms of office renewed by the Ordinary General Meeting of shareholders.
Their terms of office shall last for six years. The duties of
a Director shall end at the close of the Ordinary General
Meeting called to approve the financial statements for the
previous financial year, held during the year in which the
said Director’s term of office expires. Directors may always
be re-elected. They may be dismissed at any time by the
Ordinary General Meeting.
In conformity with Article L. 225-96 al. 1 of the Commercial
Code, the Articles of Association of the Company can only be
modified by an Extraordinary General Meeting. Nevertheless it is
reminded that:
- As stated in Article 4 of the Articles of Association, the Board
of Directors is authorized to modify the headquarter of the company within the same area or an adjacent area subject to ratifica-
Authority of the Board of Directors in the event
of a public offer
On 16 September 2014, the General Meeting of
Shareholders authorized (resolution #11) the Board of Directors to make acquire by the Company its own shares.
The acquisition, sale or transfer of those shares may be
done, also in case of public offer, through every means,
comprising the acquisition of blocks of shares, in one or
more operations, within the limits offered by the stock
market rules.
Agreements entered into by the Company
that would change or terminate if there were a
change of control of the Company
The Company and/or its subsidiaries have signed agreements including change-of-control clauses that enable the
contractor the possibility to terminate the contract in case
of change of control of the Company.
Agreements providing compensation for
members of the Board of Directors or Executive
Directors in the event of resignation or dismissal without genuine and serious cause, or if
their employment is terminated by reason of a
public tender offer
There is no commitment taken by the company that corresponds to compensation or benefit items due or likely to
be due as a result of termination or change in their mandates active at the date of the current report between the
Company and the members of the Board of Directors or
Executive Directors, and that is likely to have an impact in
the event of a public tender offer.
2.9.3 Potential Capital
Dilution Instruments as at 31 December 2014
As 31 December 2014, the instruments that could give
access to the capital are the followings:
- 585,262 BSA 2004 warrants (transaction memorandum as approved by the AMF by visa no. 04-884 dated 10 November 2004,
see Section 2.1 of the Registration Document);
- 93,010 BSAR 2006 warrants (transaction memorandum as
approved by the AMF by visa no. 06-068 dated 9 March 2006, see
Section 2.1 of the Registration Document).
- 6,849,705 BSA warrants issued to historical shareholders
(transaction memorandum as approved by the AMF by visa no.
13-162 dated 16 April 2013);
P art 2. L egal
- 93,161,762 BSA OS warrants (transaction memorandum as
approved by the AMF by visa no. 13-162 dated 16 April 2013,
completed by an additional memorandum as approved by the
AMF by visa no. 13-665 dated 11 December 2013).
The terms of the BSA 2004 and BSAR 2006 warrants provided
for in the aforementioned transaction memoranda were changed
at the Special General Meetings held on 27 September 2013. The
implementation of the said changes was authorized by the Extraordinary General Meeting of the Company held on 30 September 2013.
- Since the Extraordinary General Meeting of the Company
held on 30 September 2013 that changed certain terms of the
BSA 2004 issued in the frame of the transaction memorandum
as approved by the AMF by visa no. 04-884 dated 10 November
2004, the exercise price of BSA 2004 is set out at €26.20 and will
not change until the end of the exercise period. That period expiry on 24 April 2018. Since a decision of the Board of Directors
on 16 May 2013, the parity is set out at 1 BSA 2004 for 1.1 Belvédère share.
- Since the Extraordinary General Meeting of the Company
held on 30 September 2013 that changed certain terms of the
BSA 2006 issued in the frame of the transaction memorandum as
approved by the AMF by visa no. 06-068 dated 9 March 2006, the
exercise price of BSA 2006 is set out at €25.49 and will not change
until the end of the exercise period. That period expiry on 24
April 2018. Since a decision of the Board of Directors on 16 May
2013, the parity is set out at 1 BSA 2006 for 1.07 Belvédère share.
The updated features of the instruments giving access to capital as at 31 December 2014 are detailed thereafter:
53
Other dilutive instruments issued since 31 Decembre 2014
It is reminded that the Board of Directors gathered on
12 March 2015 decided the allocation of 9,320 free shares
and 480,000 stock purchase or subscription options to
some employees and Directors of the Group.
This decision was authorized by the General Meeting of
shareholders gathered on 16 September 2014. It will enable
to align the interests of the recipient and those of the Group’s
shareholders.
Summary regarding dilutive instruments
The dilutive instruments are summarized in the following table.
Information on the capital of any member of the
Group who is the subject of an option or of a
conditional or unconditional agreement to put it
under option
Nil.
2.9.4 Acquisition of treasury shares by the
Company
In accordance with Articles L.225-209 and L.225-211 of
the Commercial Code, it is indicated that the company
made the following operations in 2014:
- Acquisition of 415,680 shares to the average price of €9.648
under the liquidity contract
I nstruments
giving access to capital as at
31 D ecember 2014
BSA issued in 2004
BSAR issued in 2006
BSA issued to the benefit of historical shareholders (1)
BSA issued to the benefit of historical shareholders (2)
BSA issued to the benefit of holders of subordinated bonds
I nstruments
End of exercise
period
Parity : Number of
shares for 1 BSA
Exercise Price
Payment terms
24 April 2018
24 April 2018
24 April 2016
24 April 2018
31 December 2016
1,10
1,07
0,384615383497979
0,384615383497979
0,027608894
26,20
25,49
23,82
23,82
20,01
Cash
Cash
Cash
Cash
Cash
giving access to capital as of today
Number of shares composing the capital
Potential dilutive effect of stock warrants issued to historical shareholders
Potential dilutive effect of stock warrants issued holders of subordinated bonds
Potential dilutive effect of free shares 2015
Potential dilutive effect of stock warrants issued in 2015 to employees and managers
Total number of potential shares
Dilutive effect
31 December 2012
31 December 2013
31 December 2014 Date of publication
3 405 679
585 262
130 135
26 486 213
643 788
99 521
2 634 771
2 572 093
26 486 482
643 788
99 521
2 634 502
2 572 093
4 121 076
32 436 386
32 436 386
26 486 621
643 788
99 521
2 634 363
2 572 093
9 320
480 000
32 925 705
17.36%
18.34%
18.34%
19.56%
P art 2. L egal
- Sale of 411,494 shares to the average price of €9.710
under the liquidity contract
For 2014, the amount of negotiation fees is null.
As at 31 December 2014, the company owned 7,123 of its own
shares, representing 0.03% of the capital from which 3,686 shares
are owned through the liquidity contract. Each share has a nominal value of €2.00. All shares owned as at 31 December 2014, had
a total value of €252,651 (acquisition price) and were affected for
3,437 shares to the cover of options or free shares plans and for
3,686 shares through the liquidity contract
54
2.10.3 Non-deductible expenses
As regard Article 223 -4- and 223 -5- of the General Tax
Code, it is indicated that the financial statements for year
2014 do not include any non-deductible expenses.
2.10 Other information
2.10.1 Details regarding payment conditions
of suppliers and of customers
Please see tables below.
2.10.2 Research and development activities
Innovation is in the DNA and at the heart of the Group
Belvédère. “We bring value to our clients and consumers
by offering trustworthy, bold and full of flavors brands”.
In order to anticipate and answer to the needs of its consumers, Belvédère’s R&D Department works closely with the functional teams to develop new innovative products. Innovation
process is a key factor of differentiation for the products of the
Group in their inherent markets.
I nformation
regarding balance of payables for suppliers according to expiry date
In € 000
Accouting balance
as at 31 December
Not expired
receivables
Expired
receivables Expiry date < 2
months
Expired
receivables Expiry date > 2
months
Not received
Invoices
2014
40 704
0
1 414
35 259
4 031
2013
51 253
0
6 868
18 060
26 325
I nformation
regarding balance of receivables according to expry date
In € 000
Accouting balance
as at 31 December
Not expired
payables
Expired payables Expiry date < 2
months
Expired payables Expiry date > 2
months
Not received
Invoices
2014
36 673
0
1 414
35 259
0
2013
24 928
0
6 868
18 060
0
P art 2. L egal
55
2.10.4 Results of the company Belvédère SA
over the last 5 years
A rticles 133, 135
and
148
of
D ecree
regarding
C ommercial C ompanies
in €
2010
2011
2012
Share Capital
6 265 356
6 398 076
6 811 358
52 972 426
52 972 964
3 132 678
3 199 038
3 405 679
26 486 213
26 486 482
491 933
248 313
68 080
55 315
4 093 587
(40 463 115) (43 983 535) (25 856 646) (40 026 191)
(4 248 676)
2013
2014
1- Year end Financial Situation
2- Overall result of current operations
Revenues excluding taxes
Profit / Loss before taxes, amortizations and provisions
Income Taxes
Profit / Loss after taxes, amortizations and provisions
Amount of Profit Disributed
(3 132 125)
(2 752 941)
(2 183 276)
(5 461 996)
(2 697 353)
(24 913 961) (47 178 135) (156 812 558) (19 743 063)
(8 616 544)
-
-
-
-
-
(11,92)
(12,89)
(6,95)
(1,30)
(0,06)
(7,95)
(14,75)
(46,04)
(0,75)
(0,33)
-
-
-
-
-
10
9
5
4
11
2 103 485
2 611 164
922 422
1 101 163
1 821 340
657 274
719 037
319 920
339 130
678 130
3- Results of operations for one share of capital
Profit / Loss after taxes but beforeamortizations and provisions
Profit / Loss after taxes, amortizations and provisions
Dividend per share
4-Staff
Number of employees
Staff costs
Amount paid in relation to social benefits
2.10.5 Statutory Auditors
Incumbent Statutory Auditors
Mazars
Member of the Compagnie régionale des commissaires aux
comptes de Versailles,
Represented by Dominique Muller and Romain Maudry,
61, rue Henri Regnault,
92 075 Nanterre.
Appointed during the Ordinary General Meeting gathered on
8 August 2008 for a term of six financial years, replacing the firm
KPMG.
The appointment was renewed during the Ordinary General
Meeting gathered on 16 September 2014.
Thus, the appointment will expire at the end of the Ordinary
General Meeting called to approve the financial statements for
the year ended 31 December 2019.
SAS Renart, Guion & Associés
comptes de Dijon,
Represented by Aurélie Trucy
1, rue du Dauphiné,
21 121 Fontaine-le-Dijon.
Lawfully appointed as Statutory Auditors pursuant to Article L.
823-1 of the French Commercial Code following the resignation
of Didier Roux.
The term of office will expire at the end of the Ordinary General Meeting convened to approve the financial statements for
the year ended 31 December 2014, in accordance with the term
of office of the previous audit firm. As stated in the mandate of
its predecessor, it will be proposed to the next General Meeting
of shareholders to replace it by KPMG SA, 3 cours du Triangle Immeuble Le Palatin 92939 Paris La Defense cedex for the next 6
financial years i.e. expiration at the end of the Ordinary General
Meeting called to approve the financial statements for the year
ended 31 December 2020.
P art 2. L egal
Alternative Statutory Auditors
56
Fees paid to the incumbent Statutory Auditors
for the past two financial years
Mr. Gaël Lamant
Tour Exaltis,
61 Rue Henri Regnault,
92075 Paris La Défense Cedex.
The fees given below represent services performed by
the auditors and their affiliate offices in respect of the
stated years. The reported amounts have been expensed in
the income statement.
Appointed during the Ordinary General Meeting gathered on
16 September 2014 for a term of six financial years, replacing SCP
André & Associés.
In 2014, other works and services directly related to the statutory audit are mainly due to diligences regarding internal control.
The appointment will expire at the end of the Ordinary General Meeting called to approve the financial statements for the
SARL 2C Audit – Adezio Audit
comptes de Nîmes,
Represented by Cedric Ribeiro,
14, Rue Louis Pouzol,
84130 Le Pontet
Appointed by the 30 September 2013 Ordinary General Meeting for a term of six financial years, to replace Marcel Renart,
Guion & Associés.
The term of office will expire at the end of the Ordinary General Meeting convened to approve the financial statements for
the year ended 31 December 2014, in accordance with the term
of office of the previous audit firm. As stated in the mandate of
its predecessor, it will be proposed to the next General Meeting
of shareholders to replace it by SALUSTRO REYDEL, 3 cours du
Triangle Immeuble Le Palatin 92939 Paris La Defense cedex for
the next 6 financial years i.e. expiration at the end of the Ordinary
General Meeting called to approve the financial statements for
the year ended 31 December 2020.
F ees
paid to
S tatutory A uditors
during last
2
years
Dec-13
In € 000
Statutory Audit
Belvédère SA
Subsidiaries
Other work and services
directly related to the
statutory audit
Belvédère SA
Subsidiaries
Sub-total
Other Services
TOTAL
Dec-14
Mazars
%
Renart, Guion
& Associés
%
Mazars
%
Renart, Guion
& Associés
%
1 088
613
475
97%
55%
43%
144
144
-
100%
100%
-
1 065
494
571
66%
31%
36%
120
120
0
99%
99%
0%
25
2%
-
-
516
32%
1
1%
25
3
2%
0%
-
-
516
0
32%
0%
1
0
1%
0%
1 116
100%
144
100%
1 581
99%
121
100%
-
-
-
-
21
-
0
-
1 116
100%
144
100%
1 602
100%
121
100%
P art 2. L egal
57
2.10.6 Stock market performance for Belvédère share
2.10.7 Financial Communication Calendar for
2015
Stock market data for the BELVEDERE share in 2014
are as follows:
Starting 2015, the Company communicated about its financial communication calendar as follows:
- Number of shares outstanding as at 1 January 2014:
26,486,213
- 2014 Annual Revenues: 13 February 2015
- 2014 Annual Results: 12 May 2015
- Opening price as at 2 January 2014: €9.70
- Q1 2015 Revenues: 12 May 2015
- Number of shares outstanding as at 31 December 2014:
26,486,482
- First Semester 2015 Revenues: 7 August 2015
- Closing price as at 31 December 2014: €10.84
- First Semester 2015 Results: 30 September 2015
- Higher price during 2014: €13.07 on 30 September 2014
- Q3 2015 Revenues: 10 November 2015
- Lower price during 2014: €7.66 on 10 July 2014
Announcements will be released after the closure of markets.
B elvédère
share
- S tock
B elvédère
share
- T rading
price evolution during
2014 ( in €)
volumes evolution during
2014 ( in
number of shares )
P art 2. L egal
58
2
bis
ADDITIONAL INFORMATIONTO
2014 MANAGEMENT REPORT
Are presented below additional information or updating
the management report as prepared by the Board of Directors for the year 2014.
2.2.1 bis Evolution of Group’s activities in H1
2015
To facilitate reading and referrals, paragraph numbers
retained in the 2014 Annual Report are maintained, with
simply the « bis » suffix.
Marie Brizard Wine & Spirits announced on August 7th
its unaudited consolidated sales for the first half of the year
to 30 June 2015.
2.2 bis Analysis of results
and of financial structure at
the end of H1 2015
G roup
sales ’ evolution during
F irst H alf
of
On a comparable basis, restated for contracts abandoned in 2014 (essentially sales of third-party vodkas in
Poland) and scope effects (Belarus, India and Galerie Alkoholi in Poland), the Group recorded a +4.5% increase in
sales over the first half of 2015 compared with the first half
of 2014.
2015
In € m
H1 2014
Abandoned
Contracts
Perimeter
changes
H1 2014
restated
Like-for-like
changes
Currency
impacts
H1 2015
221,4
-3,7
-4,5
213,2
7,7
1,8
222,7
4,5%
P art 2. L egal
Key events during the first half of 2015
The first half of 2015 saw the beginning of the implementation of the BiG 2018 strategic plan. A number of
events give credence to the success of this plan and reflect
the implementation of management best practices within
the Group:
- Recuperation of full operational control over the
Group’s activities in Bulgaria;
- Putting in place of an Executive Committee consisting
of experts from the spirits sector with experience in turning around and growing companies;
- Approval of the 2014 accounts without qualification
for first time in 6 years;
- Divestment of Galerie Alkoholi and its 39 liquor stores
in Poland to Carrefour;
- Launch of work to upgrade the vodka production industrial tool in Lithuania, preparations for improvement
work in Poland;
- Renegotiation of procurement contracts for 2015 and
bottle-sourcing contracts enabling the Group to already
secure a significant portion of the total sourcing savings
expected by 2018;
- Introduction of the Group’s products to new geographical regions, notably William Peel in Poland and Lithuania and Fruits and Wine in Poland and Canada;
- Implementation of commercial excellence program
as laid out in the BiG 2018 strategic plan and which has
already begun to bear fruit in terms of sales performance;
- New 10-member Board of Directors;
- Change in the Group’s name to Marie Brizard Wine
& Spirits. Thus, since 5 August 2015, the Group’s name
and ticker have been changed to MBWS. Its ISIN code
remains unchanged (FR0000060873).
Detailed sales by country
F R A N C E : A R E T U R N TO G R O W T H I N T H E S E CO N D
Q UA R T E R O F 201 5
Following a 5.3% decrease in sales in the first quarter,
essentially as a result of delays in orders of bottling services on the wine segment as well as delays in promotional
activities, the second quarter of 2015 saw growth of +1.8%
compared with the second quarter of 2014.
Thus France recorded half-year net sales of €96.9 million, down -1.3% compared with the previous year.
59
Over the first 6 months of 2015, wine activity was up 1%,
driven by the strong performance of Fruits and Wine in anticipation of the summer season and the advertising campaign launched in July. Fruits and Wine remains a strong
leader in its category with a market share of 28.8% (-0.8 pt
vs. the same period of 2014 - Source: IRI P06 2015, BABV).
William Peel, which is continuing to show its strength
and is significantly outperforming its market, has consolidated its leadership position on the French scotch whisky
market (market share of 23.0%, +1.0 pt vs. the same period
of 2014 - Source: Nielsen P06 2015, Scotch Blend -12).
Furthermore, Sobieski, another strategic pillar of Marie
Brizard Wine & Spirits, is now the #2 vodka on the French
market, in line with the objectives announced in the strategic plan.
P O L A N D : B U OYA N T G R O W T H F O R V O D K A A N D
BROADENING OF THE PORTFOLIO OF PRODUC TS
SOLD
In Poland, sales were up 10.5% in the first half once figures are restated for the impact of the end of third-party
vodka sales in 2014 and the divestment of Galerie Alkoholi. Excluding these adjustments, net sales totalled €84.3
million in Poland over the six months to 30 June 2015, up
4.5% compared with the first half of 2014.
Krupnik has confirmed its position as a major player
on the Polish vodka market, with a market share of 13.1%
(+1.3 pt vs. the same period of 2014 - Source: Nielsen P06
2015, Vodka). The introduction of commercial excellence
tools in Poland has already allowed Krupnik vodka to win
back distribution.
Lastly, the Group launched William Peel and Fruits and
Wine in Poland, for which the initial effects on sales should
be felt in the second half of 2015 and especially in 2016.
U N I T E D S TAT E S : F I R S T TA N G I B L E E F F E C T S O F T H E
R E F O C U S I N G O F A C T I V I T I E S O N 9 K E Y S TAT E S
As announced in its BiG 2018 plan, Marie Brizard Wine
& Spirits has decided to maintain national distribution in
the United States whilst focusing its investments on 9 key
states. Thus, and as anticipated, sales in these 9 states over
the first half of 2015 increased by 13.1% compared with
2014, significantly outperforming the market. Sobieski
has a 2.8% market share in the United States (-0.5 pt vs.
the same period of 2014 - Source: Nielsen 13 weeks to
20/06/15, Imported vodkas).
At end-June 2015, net sales in the United States totalled
€9.1 million, up +17.2% compared with the first half of
2014 thanks to a positive currency effect. Restated for this
impact, sales were down -4.1%, in line with the Group’s
forecasts.
P art 2. L egal
Following a decrease in sales during the first quarter
of 2015 (associated with further destocking operations
amongst distributors and a particularly strong first quarter
of 2014 in anticipation of a price increase for Sobieski on
1 April 2014), Marie Brizard Wine & Spirits recorded sales
growth of 12% in the United States in the second quarter
of 2015.
L I T H UA N I A : F U R T H E R S A L E S G R O W T H
In the first half of 2015, net sales totalled €10.6 million
in Lithuania, up 5.2% compared with the same period of
2014. Just like on the Polish market, Marie Brizard Wine
& Spirits successfully launched its William Peel brand in
Lithuania during the second quarter of 2015.
S PA I N : A CC E L E R AT I O N I N G R O W T H O V E R T H E
S E CO N D Q UA R T E R O F 2 0 15
Net sales totalled €5.7 million in Spain over the first half
of 2015, up +1.0% compared with the first half of 2014 and
up 5.4% in the second quarter of 2015.
Although it took place in November 2013, the effects of
the end of the Pulco subcontracting contract at Marie Brizard Spain still impacted sales for the first quarter of 2014.
On a comparable scope basis, sales in Spain in the first half
of 2015 were up +5.8% on the same period of 2014.
B R A Z I L : I N C R E A S E I N S A L E S , E XC LU D I N G T H E
CURRENCY EFFECT
Net sales totalled €2.2 million in Brazil over the 6 months to 30 June 2015, a decrease of -6.7% compared with the
previous year. Restated for the currency effect, sales increased by +3.6%.
Jean-Noël Reynaud, CEO of Marie Brizard Wine & Spirits comments: “Following a first quarter when we were putting
the various elements of BiG 2018 in place, the second quarter
G roup
results ’ evolution during
F irst H alf
of
60
confirmed the pertinence of our strategy. This has been a positive
first half, with sales growing by 4.5%, which ended with a change
in the Group’s name to Marie Brizard Wine & Spirits and marks
the end of the normalisation phase. Marie Brizard Wine & Spirits is henceforth an innovative wine and spirits group that is
rooted in tradition and places the trust shown by its employees,
clients, partners and shareholders at the heart of its strategy. Now
governed by management best practices, we are growing again
and are recognised for our multiregional and multi-category
know-how.
We know our destination and are all determined to reach it
together. The developments that took place during the first half
of 2015 mean that we can address these challenges full of confidence, especially as new opportunities have resulted from the reorganisation of our shareholding structure. It is now up to us to
define and implement them.”
2.2.2 bis Consolidated results for H1 2015
R E T U R N TO A G R O W T H M O M E N T U M , W I T H S A L E S
U P + 4.5% O N A CO M PA R A B L E B A S I S
As already announced, over the first half of 2015 the
Group recorded sales of €222.7 million. On a comparable
scope and restated for contracts abandoned in 2014, sales
were up +4.5% compared with the first half of 2014.
SOLID IMPROVEMENT IN EBITDA, IN LINE WITH
B I G 2018: + 56% V S . H 1 2014
The gross margin for the first half of 2015 was €73.5
million, an improvement of 3.6% compared with the first
half of 2014, giving a gross margin as a percentage of sales
of 33.0% (vs. 32.1% in H1 2014). This improvement was
notably due to the purchasing-cost savings announced in
the Group’s strategic plan (BiG 2018), the effects of which
should be amplified from the 2nd half of the year onward.
Marketing and promotional spending was down €1.6
million compared with the first half of 2014 because of a
2015
€ 000
30 June
2015
Net sales (excluding excise duty)
222 688
30 June
2014
restated *
221 370
Gross margin
73 510
70 978
Gross margin %
33,0%
32,1%
Ebitda excluding IFRIC 21 impact
2 552
1 898
Ebitda
1 788
1 147
Operating profit / loss from continuing ops
(902)
(711)
Operating profit / loss
(2 199)
(2 184)
Attributable net profit / loss
(3 239)
(9 646)
* 2014 figures take into account restatements since 31 December 2014, notably on
excise duty
P art 2. L egal
61
trade discount reallocation on some markets and a better
allocation of promotional actions to take into account the
stronger seasonal sales in the second half.
S U B S TA N T I A L €35.5 M I L L I O N I M P R O V E M E N T I N
T H E N E T C A S H P O S I T I O N V S . 30 J U N E 2014, TO
€38.7 M I L L I O N
As expected, in the first half of 2015 the Group saw an
increase in consultancy and advisory fees, mainly associated with the implementation of the BiG 2018 strategic
plan. In 2014, such spending had mainly taken place over
the second half of the year.
At 30 June 2015, equity capital totalled €196.5 million
and the Group had cash and cash equivalents of €69.0 million and a net cash position of €38.7 million, a €35.5 million increase compared with 30 June 2014.
This substantial improvement was a result of:
Personnel costs excluding retirement provisions were up
by €1.2 million compared with the first half of 2014 and
totalled €31.6 million. This increase was mainly a result
of the hiring of personnel since June 2014, notably within
the holding company, although this was partially offset by
workforce adjustments carried out in Poland and France.
Since 1 January 2015, Marie Brizard Wine & Spirits has
been applying the IFRIC 21 interpretation to its accounts,
which sets the date certain taxes are written down in accounts as the date on which they are required to be paid.
To make it possible to compare the 2014 and 2015 financial
years, the financial statements for the first half of 2014 have
been restated in accordance with IFRIC 21.
This interpretation led the Group to write down a €0.8
million expense in the first half of 2015 and the first half
of 2014.
As a consequence, Marie Brizard Wine & Spirits re corded EBITDA of €1.8 million in the first half of 2015, an
improvement of 56% compared with the same half of 2014.
If IFRIC 21 had not been taken into account, in the first
half of 2015 the Group would have recorded EBITDA of
€2.6 million and would have almost broken even in terms
of its operating profit from continuing operations.
- A €22 million improvement in operating working capital, i.e. a decrease of 16%, to €117 million at 30 June 2015
vs. €139 million at 30 June 2014.
- The repayment of a €31 million carry-back receivable
in February 2015, which was partially offset by the payment of the second dividend of the continuation plan, paid
in March 2015 and totalling €14 million. 2
O U T LO O K F O R T H E S E CO N D H A L F O F 2015
The wine and spirits industry is structurally seasonal,
with second-half sales outstripping first-half sales.
As foreseen in its BiG 2018 strategic plan, in 2015 Marie
Brizard Wine & Spirits launched a number of initiatives aimed at boosting its sales and optimising its cost structure:
In terms of rationalisation:
- Divestment of Galerie Alkoholi in May 2015
- Preparation of the process to sell off other non-strategic assets
In terms of optimisation:
A €6.4 M I L L I O N I M P R O V E M E N T I N T H E
AT T R I B U TA B L E N E T LO S S V S . 3 0 J U N E 2 0 1 4
In the first half of 2015, the Group wrote down non-recurring operating expenses of €3.1 million, essentially associated with the Group’s financial restructuring for €1.3
million and reorganisations carried out in Bulgaria and the
United States. The Group furthermore recorded €1.8 million in non-recurring operating income associated with the
divestment of activities carried out over the period.
The first half of 2015 thus saw an operating loss of
-€2.2 million, similar to the first half of 2014.
- Renegotiation of sourcing contracts
- Implementation of sales excellence tools
- Reorganisation of distribution networks 3
- Reduction in inventory levels and simplification of the
product portfolio
- Launch of work on the vodka distillation project in
Lithuania
In terms of growth:
Taking into account a financial loss of approximately
-€0.2 million and tax expense of €0.4 million, the Group
recorded a €6.4 million improvement in its attributable net
loss compared with the first half of 2014, with this loss totalling -€3.2 million.
- Internationalisation of the Group’s flagship products
(William Peel in Poland and in Lithuania, Fruits and Wine
in Poland and Canada…)
- Launch of new brands (Shotka in Spain)
These various strategic initiatives still only had a limited
P art 2. L egal
impact over the first half of 2015, but should truly prove
their worth over the second half and in coming years.
Marie Brizard Wine & Spirits’ objective is to achieve
2015 EBITDA close to double that recorded in 2014, which
was €5.2 million. It is also reaffirming the financial targets
laid out in BiG 2018.
Jean-Noël R eynaud, CEO of M ar ie Br izard Wine &
Spirits, comments: “The first half of 2015 saw the start of our
strategic plan. The three key areas of BiG 2018 (rationalisation,
optimisation and growth) are all progressing in line with our
expectations, and the improvement in our results will be visible
from the second half of 2015. Our growth is outstripping that of
our peers and our brands perfectly resonate with our markets.
EBITDA improved over the first half of 2015, but this is only the
start and we are determined to accelerate this trend. We knew
that the Group had substantial potential. The recent changes in
our shareholding structure to include wine and spirits industry
experts open up new opportunities to develop our sales and optimise our costs. We will reveal these in a “BiG 2.0” publication in
December. Lastly, work associated with the restructuring of our
equity warrants is currently taking place and should be completed
in the coming months.”
Analysis of activity by geographical region
F R A N C E A N D I N T E R N AT I O N A L C LU S T E R :
E X PA N S I O N O F M A R K E T S H A R E A N D I N C R E A S E I N
E B I T D A M A R G I N E XC LU D I N G M A N A G E M E N T F E E S
The « International cluster » includes Spain, Scandinavia and Marie Brizard & Roger International’s export sales
to countries where the Group has no subsidiaries.
This region is the main contributor to Group revenues
excluding duties.
In France, after a 5.3% decrease in first quarter revenues mainly due to delayed orders under distributor brand
contracts in the wines sector and the deferral of promotional operations, business picked up again in the second
quarter with 1.8% growth over Q2 2014. As a result, first
half 2015 net revenues in France amounted to €96.9m,
down 1.3% on H1 2014.
- Wine revenues increased by 1% in the first half of 2015,
driven by a strong performance from our Fruits and Wine
62
brand in anticipation of the summer season and the publicity campaign launched in July. Fruits and Wine remains
a strong leader in its category, with a 28.8% market share
(down 0.8 percentage points versus H1 2014).
- William Peel, which continues to prove its mettle by
largely outperforming its market, confirmed its number
one position in the French whisky market (23.0% market
share, up 1.0 percentage point versus H1 2014).
- Sobieski, another cornerstone of MBWS’s strategy, became the No. 2 vodka brand on the French market, in line
with the targets announced in the strategic plan.
Excluding the impact of the management fees introduced in late 2014, the France EBITDA margin rose
by 1.0 percentage point.
Spain posted first half 2015 net revenues of €5.7m, up
1.0% versus first half 2014, with second quarter growth of
5.4%. Although terminated in November 2013, the Pulco
subcontracting agreement with MBWS España still impacted first half 2014 revenues. At constant consolidation
scope, Spain first half 2015 revenues rose 5.8% on first half
2014.
Denmark posted net revenues of €1.9m, up 26.6% compared to the first half of 2014.
POLAND: INCREASED MARKET SHARE
Poland first half 2015 net revenues amounted to €84.3m,
up 4.5% over first half 2014. After adjusting for the impact
of the cessation of external vodka brand sales in 2014 and
the sale of Galerie Alkoholi, Poland net revenues were up
10.5% for the first half.
Krupnik consolidated its position as a leading vodka
brand in Poland, with a 13.1% market share (up 1.3 percentage points from H1 2014). The introduction of business
excellence tools in Poland has already boosted sales of
Krupnik vodka.
The Group also launched the William Peel and Fruits
and Wine brands in Poland, a development that is expected to bolster second half revenues before generating its
full impact in 2016.
F rance & I nternational C luster P&L
€000
H1 2015
Revenues
Revenues excluding excise duties
EBITDA
EBITDA margin
113 376
113 376
5 769
5,1%
4 794
H1 2014
restated
115 364
115 364
6 411
5,6%
5 289
H1 2013
Ch.
Ch.
restated 2015 v 2014 2014 v 2013
126 097
-1,7%
-8,5%
126 097
-1,7%
-8,5%
5 163
4,1%
- 0,5 pt
+ 1,5 pt
3 818
-9,4%
38,5%
P art 2. L egal
The 0.7 percentage point improvement in the EBITDA
margin over first half 2014 is mainly due to the streamlining measures implemented in 2014, which involved cutting back the vodka trading business in order to focus on
Group own brands and high value-added products.
U N I T E D S TAT E S : I N I T I A L F R U I T S O F N E W S A L E S
POLICY
As announced in the BiG 2018 strategic plan, Marie Brizard Wine & Spirits has decided to maintain nationwide
sales in the United States while focusing on nine key states.
Accordingly, in line with expectations first half revenues in
these nine states rose by 13.1% compared to H1 2014, largely outperforming the market. Sobieski has a 2.8% share
of the US imported vodka market (down 0.5 percentage
point from H1 2014).
First half 2015 US net revenues came to €9.1m, up 17.2%
over first half 2014 driven by favourable exchange rate developments. Adjusting for changes in exchange rates, revenues were down 4.1%, in line with Group forecasts. After
a decline in first quarter 2015 revenues (related to ongoing
inventory rundown by distributors and particularly high
sales in Q1 2014 in expectation of the upcoming Sobieski
price hike on 1 April 2014), Marie Brizard Wine & Spirits
US revenues rose 12% in the second quarter.
63
The improvement in the EBITDA margin is mainly due
to lower marketing and promotion expenditure, which has
been deferred until the second half of 2015.
L I T H UA N I A : CO N T I N U E D G R O W T H , PA R T I C U L A R LY
IN TERMS OF EBITDA
Lithuania is one of the regions where the Group has a
long-standing presence (the Vilnius Degtine distillery was
acquired in 2003).
The upward trend that began in 2012 is continuing, with
net revenues of €10.6m up 5.2% from first half 2014. As
in Poland, MBWS carried out the successful launch of its
William Peel brand in Lithuania in the second quarter of
2015.
Thanks to the sales strategy implemented across both
domestic and export markets, EBITDA rose by 26.1% from
first half 2014 to €1.1m.
B U LG A R I A : G R O U P R E G A I N S CO N T R O L O F I T S
SUBSIDIARY
First half 2015 was marked by operational and organisational restructuring.
P oland P&L
€000
H1 2015
Revenues
EBITDA
EBITDA margin
190 785
84 338
(126)
-0,1%
(797)
H1 2014
restated
169 793
80 712
(628)
-0,8%
(672)
H1 2013
Ch.
Ch.
restated 2015 v 2014 2014 v 2013
236 215
12,4%
-28,1%
103 036
4,5%
-21,7%
283
0,3%
+ 0,7 pt
-1,1 pt
(1 801)
-18,7%
62,7%
H1 2014
restated
7 787
7 787
(3 324)
-42,7%
(3 365)
H1 2013
Ch.
Ch.
restated 2015 v 2014 2014 v 2013
7 834
17,2%
-0,6%
7 834
17,2%
-0,6%
(3 338)
-42,6%
+ 39,1 pt
- 0,1 pt
(3 378)
88,7%
0,4%
H1 2014
restated
27 986
10 050
907
9,0%
540
H1 2013
Ch.
Ch.
restated 2015 v 2014 2014 v 2013
22 602
2,8%
23,8%
7 512
5,2%
33,8%
726
9,7%
+ 1,8 pt
- 0,7 pt
151
19,6%
257,6%
U nited S tates P&L
€000
Revenues
EBITDA
EBITDA margin
H1 2015
9 127
9 127
(331)
-3,6%
(381)
L ithuania P&L
€000
Revenues
EBITDA
EBITDA margin
H1 2015
28 756
10 576
1 144
10,8%
646
P art 2. L egal
64
B ulgaria P&L
€000
Revenues
EBITDA
EBITDA margin
H1 2015
2 987
2 987
(706)
-23,6%
(821)
H1 2014
restated
2 250
2 250
(878)
-39,0%
(1 029)
H1 2013
Ch.
Ch.
restated 2015 v 2014 2014 v 2013
2 870
32,8%
-21,6%
2 870
32,8%
-21,6%
(317)
-11,0%
+ 15,4 pt
- 28,0 pt
(1 022)
20,2%
-0,7%
H1 2014
restated
3 112
2 370
688
29,0%
595
H1 2013
Ch.
Ch.
restated 2015 v 2014 2014 v 2013
3 328
-6,3%
-6,5%
2 482
-6,7%
-4,5%
651
26,2%
+ 2,0 pt
+ 2,8 pt
517
4,6%
15,1%
B razil P&L
€000
Revenues
EBITDA
EBITDA margin
H1 2015
2 917
2 212
685
31,0%
622
BRAZIL: IMPROVEMENT IN EBITDA MARGIN
First half net revenues fell 6.7% to €2.2m. At constant
exchange rates, revenues were up 3.6%.
2.4 bis Risk factors
2.4.2 bis Business-related risk
Risks relating to the competition
The markets in which the Group operates are highly
competitive and very split on price, service, brand awareness of and quality of products. Those with whom the
Group is in competition are both major international
groups of wines and spirits and local producers and distributors in some markets.
Thus, can be distinguished from global players, globally
present and positioned on high-end markets such as Rémy
Cointreau, Pernod Ricard or Diageo.
The Group is the one nearest multi-regional actors such
as Campari, positioned in the mid-range segments.
Finally, it should be noted that historically Marie Brizard Wine & Spirits is competing with some actors such as
La Martiniquaise, Stock Spirits or Alliance Global present
them more locally on products more accessible in terms of
price.
Commercial dependency and customer risk
In order to assess the risk inherent in the activities of the
Group and in particular the dependence with key clients,
it is stated that:
the first customer of the Group accounted for 12.6% of
sales in fiscal 2014 year,
the top 5 customers of the Group accounted for 32.1%
of sales in fiscal 2014 year,
the top 10 customers of the Group accounted for 39.1%
of sales in fiscal 2014 year.
2.4.4 bis Legal and other risks
CO M M E R C I A L L I T I G AT I O N
Regarding the commercial dispute between Moncigale
company subsidiary of Marie Brizard Wine & Spirits, and
Chamarré, it is specified that the hearing, originally scheduled on 9 October, was postponed to 4 November 2015.
It is also recalled that a risk provision has already been recognized by the Group in respect of this litigation.
L I T I G AT I O N A G A I N S T M R . E R I C K A N TO N Y S K O R A
Regarding the litigation between Mr Skora and Marie
Brizard & Roger International, the company disputes the
merits of all requests made.
On September 29th, 2015, the Commercial Court of
Créteil has ruled in favor of Mr. Skora and condemns Ma-
P art 2. L egal
rie Brizard & Roger International to pay a contractual indemnity revocation of his term as Director General.
The company Marie Brizard & Roger International reserves any right to make an appeal within the statutory period of one month.
UKRAINE
As part of the dispute relating to the sale to a third party outside the Group’s control of Belveder Ukraine LLC’s
assets, the Court of Appeal of Kiev on 16 September made
a decision favorable to the Group, canceling the sale of
these assets. This decision is subject to appeal within 20
days after the decision of the Court (period after receipt
of the corresponding notification not received to date). As
a reminder, the Group had already provisioned the entire
value of these assets.
2.7 bis Governance and remuneration
2.7.1 bis Board of Directors and Managing
Directors
Following the General Meeting of shareholders of the
Company held on June 30, the composition of the Board is
now presented in the following pages.
Additional information about the directors profiles:
Benoit Hérault: Graduated from HEC and Bareau de
Paris, Mr. Herault has significant experience in manage ment and business administration, including as director
of SIIC de Paris and Eurosic, or as Finance Director of
Whitehall funds in Europe, responsible for acquisitions in
Eastern Europe in particular.
Maria R ita Zniber: M rs. Zniber is since April 2014
Head of Diana Holding, first wine group and the 7th
among the largest groups of Morocco. It achieves a turnover of 3 billion dirhams, generates over 6,500 direct
jobs and mainly operates in agribusiness with more than
8,000 hectares of agricultural land. Mrs. Zniber aims to
make Diana holding a major player in the Moroccan
agro-industry while developing international potential.
Constance Benqué: Holder of a DESS in Marketing
and Communication, Mrs. Benqué displays significant experience in the world of media and communication. She
was Vice President of Lagardere Active Advertising during
1999-2006 period and is now President and member of the
Management Board of Lagardere Advertising (700 em-
65
ployees for a turnover of € 1.6 billion).
Chr istine M ondollot: M rs. M ondollot wor ked within the Pernod Ricard group, including five years in the
marketing department. Between 2000 and 2005, she was
President of Kodak Laboratories, Director General of the
Consumer Division. Since 2005, she accompanied some
companies or subsidiaries of large groups in difficulty, particularly in the Galeries Lafayette and Virgin.
Benoit Ghiot: Graduated from the Solvay Brussels
School and Harvard, Mr. Ghiot began his career including
KPMG teams before joining the GIB Group as Financial
Controller. In 2004, he entered the Avis Europe Board as
well as being CFO of Ieteren.
Mehdi Bouchaara: A graduate of the INSEEC Paris
(Institut des Hautes Etudes Economiques et Commerciales), Mr. Bouchaara works in the Diana Holding Group
since 1994, including the functions of Marketing and International Development, Sales Director. In March 2012,
he was appointed Deputy Managing Director in charge of
developing the Group before becoming Strategy and Development Advisor of Diana Holding in March 2014.
Serge Heringer: Financial expert, Mr. Heringer holds
an MBA and the CFA. He is Senior Banker and notably
accompanied the Belvédère Group between 1999 and 2004.
Guillaume de Belair: Graduated from SFAF, French Society of Financial Analysts, Mr. Belair has fifteen years of
professional experience in Investment Banking and Asset
Management, especially within Natixis teams.
Laurence Dequatre: Mrs. Dequatre exercises since 1994
functions within the Finance Department of Castel Group,
in particular as Financial Director of Castel Beer Group
(BGI).
Jean-Pierre Cayard: Mr. Cayard is CEO of La Mar tiniquaise, group founded by his father and now second actor of spirits in France with a turnover of over € 1 billion
(brands Porto Cruz, Label 5 or Glen Moray). He also managed to diversify these activities with Repaires de Bacchus
wine shops or the website Wineandco.
P art 2. L egal
B oard
of
D irectors C omposition
Function
Benoit Hérault
after
30 J une 2015 G eneral M eeting (1/2)
Appointment or last
renewal
End of mandate
Appointed during the
General Meeting of
General Meeting of
Shareholders to be held
Shareholders on
Chairman of the Board of
30 June 2015
to approve the financial
Directors
statements for the year
ending
Appointed Chairman on
31 December 2020
30 June 2015
General Meeting of
Shareholders on
16 September 2014
Rita Maria Zniber
66
Diana Holding
Appointed Vice
Chairman on
30 June 2015
Group
-
Current mandates:
Member of the Board of Directors and Member of the Investment
Committee of Alstria REIT **
Senior Advisor of Westbrook Advisors
General Meeting of
to approve the financial Member of the Nominations and
ending
31 December 2019
Current mandates :
CEO of Diana Holding
Member of the Board of Atlas Bottling Company
Member of the Board of Seven Up
Chairman of the Board of Mr Renouvo
Chairman of the Board of Ebertec
Chairman of the Board of Thalvin
Chairman of the Board of Domaines Ouled Thaleb
Chairman of the Board of Celliers de Meknes
Chairman of the Board of Maassera Brahim Zniber
Chairman of the Board of Domaines Brahim Zniber
Chairman of the Board ofDécouvertes & Loisirs
Administrateur de Société Nouvelle de Volailles
Member of the Board of SES Warren
Manager of Domaine Namir
Manager of Domaine Tala
Manager of Domaine de Triffa
Manager of Gharb Winery
Manager of Domaine Livia
Manager of Riad de la Clémentine
Co-Manager of K'Ozibar
Manager of Biocompost Brahim Zniber
Manager of Peppinière Brahim Zniber
Manager of Akaragro
Manager of Celliers du Gharb
Manager of Viticole du Sais
Co-Manager of Olivim
Constance Benqué
Christine Mondollot
Riverside Management,
represented by
Benoit Ghiot
Mehdi Bouchaara
General Meeting of
Shareholders on
30 June 2015
Current mandates:
CEO and member of the Board of Directors of Hachette Filipacchi (SA)
CEO Lagardère Digital France (SAS)
CEO of Lagardère Global Advertising (SAS)
General Meeting of
Member of the Nominations and
CEO of Lagardère Publicité (SAS)
CEO and member of the Board of La Place Média (SAS)
Co-manager of Hachette Filipacchi Associés (SNC)
Co-manager of Lagardère Métropoles (SARL)
Member of the working group
ending
Standing Invitée of Lagardère Publicité and Member of the Board of
dedicated to "Strategic Committee"
31 December 2020
Média Institute (Association)
CEO and member of the Board of la Fondation Elle (Fondation)
Independant member of the Board of Voyageurs du Monde *
Independant member of the Board of Fondation Air France
General Meeting of
Shareholders on
30 June 2015
General Meeting of
Chairman of the Nominations
and Remunerations Committee
ending
31 December 2020
General Meeting of
Shareholders on
30 June 2015
General Meeting of
ending
31 December 2020
Diana Holding
Co-opted by the Board
of Directors on 24
October 2014, decision
ratified during the
General Meeting of
Shareholders on
30 June 2015
General Meeting of
Shareholders to be held Member of the Audit Committee
ending
31 December 2018
* : Company listed in France
** : Company listed abroad
Chairman of the Audit
Committee
Current mandates:
Member of the Board of Directors of Fleury Michon *
Member of the Board of Directors of Vivarte
Director of BHV
CEO of Virgin France & International
CEO of Virgin Mega
Current mandates:
CFO of D'Ieteren SA
Member of the Board of Directors and Chairman of the Audit Committee
of Belron SA
Member of the Board of Directors of Volkswagen D'Ieteren Financial
Services SA
Member of the Board of D'Ieteren Treasury SA
Member of the Board of D'Ieteren Vehicle Glass SA
Member of the Board of D'Ieteren Trading BV
Member of the Board of Dicobel SA
Current mandates:
Development and Strategic Adisor for Diana Holding
Deputy Director of "Celliers de Meknès"
P art 2. L egal
B oard
of
D irectors C omposition
Function
Serge Heringer
Guillaume de Belair
DF Holding,
represented by
Laurence Dequatre
Jean-Pierre Cayard
Diana Holding
Non Independant
Director
Non Independant
Director
after
67
30 J une 2015 G eneral M eeting (2/2)
Appointment or last
renewal
End of mandate
General Meeting of
Shareholders on
30 June 2015
General Meeting of
ending
31 December 2020
-
General Meeting of
Shareholders on
30 June 2015
General Meeting of
ending
31 December 2020
Member of the
Audit Committee
General Meeting of
Shareholders on
30 June 2015
General Meeting of
ending
31 December 2020
General Meeting of
Shareholders on
30 June 2015
General Meeting of
ending
31 December 2020
2.7.2 bis Remuneration of the members of
the Board of Directors and of the Directors
Regarding Mr. Reynaud:
The fixed remuneration paid in 2014 to Mr. Jean-Noël
Reynaud was prorated based on the date of his arrival in
the Company.
Furthermore, it is stated that Mr Reynaud benefits:
- A variable bonus subject to the achievement of targets
set by the Remuneration Committee and approved by the
Board of Directors, variable remuneration applicable up to
2/3 on the basis of qualitative criteria and up to 1/3 on the
basis of quantitative criteria, particularly criterion related
to EBITDA margin level displayed by the Group.
Group
Current mandates:
None
Member of the Board and Financial Director of
Caisse d'Epargne de Bourgogne et Franche Comté
Managing Director of Russell Investments,
Southern Europe and Africa Area
Managing Director of Natixis Corporate and Investment Bank
-
Current mandates:
Chairman of Panda Equity Research
None
Current mandates:
Directors of Société des Brasseries et Glacières Internationesl (BGI), of
COPAGEF, of SOMINFOR, of BRALICO and of SUMOL + COMPAL
Permanent representative of COPAGEF within SOMDIAA
and of Magrheb Investissement within SFBT
None
Current mandates:
Board member of R.A.B.M.G., of S.P.C.R.G., of Bruggeman, of EABP,
of EAMP and of S.P.C. Littee
Chairman of SIS, of Sogim, of Aveze, of Bardinet, of Busnel, of Casanis,
of Da Silva, of Duval, of Justino Henriques, of NSCR,
of R.M. Saint James
Chairman of Rhumerie du Verso, of Rivière du Mas, of SBANA, of
Sedra, of Saint Raphael and of SVS LM
Member of the
Audit Committee
Manager of Repaire de Bacchus, of SCI Héritier Guyot, of Grand Cruz, of
Grand Cruz Turismo, of Halle aux Vins, of Opteam Spirit and of Uniao
Manager Director of Compagnie Franco Hell, of Ducastaing, of Peureux,
of Glen Morey Distillery, of Glen Turner and of Label 5 First
President of the Management Board of COFEPP and Member of the
Management Board of Glen Livet
Chairman of the Board of Celebrity SRL and of Dilmoor
Member of the Management Board of Sucrerie des Antilles and of
Distillerie de la Tour
Vice Chairman of Barbinet Gelida, Chairman of the Board of Dillon and
of Slaur, Chairman of Bourdouil
Director of S.R.M.G., of Gardel, of Martinho and of SPV
During the year 2014, finally, Mr. Reynaud has not received any benefit in kind.
Contrary to what was disclosed within the 2014 management report, as set out in particular in paragraph 2.7.2
of this document, Mr. Reynaud enjoys an advantage (or
likely to be of ) by reason of the termination or change its
functions, namely the receivership by the Company of an
amount of two hundred and ninety-four thousand euros
(€ 294,000) to enable the payment of amounts relating to
the guarantee set up for his benefit.
It is recalled that this guarantee was the subject of a regulated agreement whose provisions were approved at the
last General Meeting of 30 June 2015.
Regarding Mr. Hérault:
- A deferred bonus subject to the fulfillment of collective
three years performance criteria set by the Remuneration
Committee and approved by the Board of Directors.
The variable compensation is a maximum equal to 100%
of the fixed compensation paid to Mr. Reynaud.
Refer to the tables within following pages.
P art 2. L egal
68
M. H erault D etailled R emuneration
2013
2014
Due Remuneration
Paid Remuneration
Due Remuneration
Paid Remuneration
-
-
0€
0€
0€
0€
96 233 €
0€
96 233 €
0€
0€
0€
0€
96 233 €
0€
96 233 €
M. Benoît Hérault
Chairman of the Board
Fixed remuneration
Attendance Fees
Benefits in Kind
Total
M. H erault S ocial S tatus
Employment
Contract
Additional
pension
scheme
Remuneration, compensation or
benefit items due or likely to be
due as a result of taking up,
resigning or changing duties
No
No
No
Benoît Hérault
CEO
Date of end of
Compensation relating to a
functions within
non-competition clause
the Company
No
-
M. H erault R emuneration
M. Benoît Hérault
Chairman of the Board
2013
2014
-
96 233 €
-
96 233 €
0€
0€
0€
2.7.3 bis Functioning of management and
supervisory bodies
2.8 bis Workforce
Until 27 March 2014, the Board had wished to maintain the uniqueness of the Chairman of the functions of
Chief Executive Officer in order, in a context of collective
proceedings, to avoid dilution of the powers of direction
and responsibility relating thereto.
At end-June 2015, the Group’s wor kforce totaled
2,332, down by 160 people, mainly because of the sale of
some businesses in Poland.
The Board of Directors of 27 March 2014, however, decided to separate the functions of Chairman of the Board
and Chief Executive Officer as part of the implementation
of the new governance of the Company initiated 30 September 2013.
This separation of the duties took effect the 5 May 2014
for arrival of Mr. Jean-Noel Reynaud as new Chief Executive Officer. This dissociation should bring greater operational responsiveness to the Company.
P art 2. L egal
69
3
SOCIAL AND ENVIRONMENTAL
RESPONSIBILITY REPORT
3.1 Information regarding
staff and environmental information and social commitments to sustainable development
Article 225 of the French Act of 12 July 2010, known as the
Grenelle 2 Act, as amended by the Act of 22 March 2012, amends
the French “New Economic Regulations” (NRE) Act and introduces
provisions regarding the publication of information on corporate
social responsibility (CSR).
The Act was supplemented by two implementing decrees,
which have been included in the French Commercial Code:
- the Decree of 24 April 2012, which sets out the application
thresholds for the Act and lists the information to be provided;
- the Decree of 13 May 2013, which specifies the procedures
whereby the independent third-party body performs its verification assignment.
3.1.1 Belvédère worldwide
The Belvédère Group is one of the global operators on
the wines and spirits market, covering both Europe and
the United States with strong local operations. The Group
is building up a valuable portfolio of spirits brands, which
include Sobieski, William Peel and Marie Brizard.
The Belvédère Group is sensitive to its constantly changing
markets, to global diversity, to the rules and customs specific to
each region, and to the rapid change in the global political and
economic environment.
The Belvédère Group’s employees contribute to the international expansion of its businesses while respecting the culture,
customs and history of each country, as well as national, regional
and international laws and regulations.
P art 2. L egal
B elvédère
70
worldwide
Europe
North
America
Asia
South
America
3.1.2 Belvédère: Key Group data
B elvédère K ey G roup D ata
Employees at December 2014
466,7 M€
2014 Group Net Revenues
Geographical breakdown of 2014 revenues
1
2
VODKA
SCOTCH
WHISKY
# 3 IN FRANCE
# 3 IN POLOGNE
KRUPNIK AND SOBIESKI
2 Polish rooted Vodkas
WILLIAM PEEL
# 1 in a leading market in
the World: France
# 9 worldwide
4 STRATEGIC
PILLARS
3
4
LIQUEURS
FLAVORED
WINES
5% Lithuania
4% USA
1% Denmark
6% Others
MARIE BRIZARD
Recognized flavor assemblage know-how
of Marie Brizard
46% France
38% Poland
FRUITS & WINE
# 1 in France
sources AC Nielsen. Impact Databank et Symphony Iri Group
2 493
P art 2. L egal
3.1.3 Our mission statement
71
work in a manner that is respectful of sustainable development and people.
“ We deliver value by providing our customers and
consumers with trustworthy, bold and flavorful brands”
3.1.4 Our values
«A series of values and principles that guide the practices of the “new Belvédère”»
3.1.5 Our strategy
Our aim is to become a major player in the wines and
spirits sector. This ambition is reflected in our “Back in the
Game 2018” strategic plan. The Belvédère Group wants to
A renewed governance process
The Board of Directors, which is chaired by Benoît Hérault, primarily consists of independent members with
complementary expertise who are able to drive Belvédère’s
growth.
The Board of Directors appointed Jean-Noel Reynaud as Chief
Executive Officer of the Belvédère Group in April 2014. Mr Reynaud’s priorities in 2014 were to set up a management team and
to encourage an integrated and properly calibrated operating
process in order to determine and successfully implement the
2018 BiG strategic plan over the coming years.
G roup V alues
R ecent E vents
2015
OCTOBER
2013
APRIL
2013
Completed
retsructuring
of existing debt
throught a debt
to equity swap
of €532m
Creation of an
Audit Committee by the
Board
2013
APRIL
2014
Jean Noël
Reynaud
appointed as
CEO
JULY
2014
Belvédère
shares exited
from
«compartment
spécial»
of Euronext
Paris
SEPTEMBER
2014
Benoît Hérault
nominated
Chairman of
Belvédère
2014
SEPTEMBER
2014
Entry of
Diana Holding
at capital
(13,1% of share
capital)
DECEMBER
2014
Launch of the
New Strategic
Roadmap
2015-2018
BiG 2018 Plan
(Back In
the Game)
2015
P art 2. L egal
72
A sound financial position
It is worth noting that the environmental data only
concerns production facilities and excludes facilities exclusively devoted to sales and marketing.
The Belvédère Group has reduced its debt and reported
an underlying operating profit in 2013, even before the
introduction of the first good management initiatives decided in 2014.
Note 1: Report on Corporate Social Responsability
Note 2 : Only the six largest entities in terms of headcount were included in the
2014 CSR scope
Buoyed by strong brands with strong multi-regional roots, Belvédère is positioning itself as the main challenger on the wine
and spirits market; the Group’s ambitious development is based
on four priorities:
3.1.7 Ethics and exemplarity
Business ethics and exemplarity are the guidelines of
our governance process, and the framework for our social
and environmental responsibility policy. The members of
the Executive Committee and the country Managing Directors are responsible for implementing them in the operating activities.
- Vodka, primarily with Sobieski and Krupnik;
- William Peel on the Scotch whisky market;
- Marie Brizard, with recognised expertise since 1755, on the
spirits market;
1. Business and Ethics Codes
- Fruits & Wine on the flavoured wine-based beverages market.
Our Business and Ethics Codes were adopted in January 2014. These codes set out the basic principles that every
employee must comply with when acting on behalf of the
Group. Each one of us is responsible for applying the codes when performing our duties.
3.1.6 Scope of the report
Given the nature of the Belvédère Group, it is necessary
to organise a “variable-geometry” scope depending on the
subject of the indicators.
Our Business Code specifies that the Belvédère Group has a
zero tolerance policy in terms of breaches of human rights
2. Compliance with laws and regulations in force
Where applicable, it is accepted that companies joining the
Group in Year N on or after 1 January are not included in the
scope of this report. These companies will follow non-financial
reporting procedures from Year N+1.
We pay par ticular attention to the concept of citizenship. The Belvédère Group condemns any illegal,
criminal or morally unacceptable act, and takes rapid and
appropriate measures against such acts.
The entities included within the scope of the 2014 CSR 1 report
form part of the Belvédère Group’s financial scope and are fully
consolidated within the Group’s scope.
The Belvédère Group is committed to complying with the laws
in force and takes appropriate measures to handle any illegal or
criminal act or any act that breaches the Group’s rules and policies.
The subsidiaries were included in the scope in a manner
that is consistent with the size of the aggregate headcount
based on the dual activity criterion (production and marketing), i.e. 83% of the Belvédère Group’s employees in
2014 divided between Poland 2, France (excluding the holding company), Spain, the Baltic states and Brazil.
B ack I n
the
No exception to this commitment will be tolerated, regardless of whether an illegal act is motivated “by Group
interests”, “by Client interests” or committed on the instructions of a line manager.
G ame 2018 S trategic G oals
BACK IN THE GAME 2018
1
UNIQUE
POSITIONING:
a challenger at the
heart of the wines and
spirits market
2
TARGETS FOR 2018:
EBITDA margin of
12% - 15% and core
business growth of
25% - 35%
3
OPERATIONAL
AREAS:
Rationalization,
Optimization,
Growth
4
STRATEGIC
PILLARS:
Vodka, William Peel,
Marie Brizard,
Fruits & Wine
5
KEY MARKETS:
France, Poland/Baltic
States, United States,
Spain, Brazil
P art 2. L egal
Compliance with laws and regulations (including fair business
practices) is a principle:
- expressed by the Belvédère Group in its Business Code,
- reflected in the business reviews performed by senior management and/or by Internal Audit whenever necessary.
3. Customer satisfaction
73
5. Adhesion to the fundamental ILO conventions
All Belvédère Group subsidiaries comply with the fundamental ILO 4 conventions, which specifically cover freedom of association and the right to collective bargaining 5,
the prevention of discrimination in terms of employment
and profession 6 , the prevention of forced or mandatory
labour 7 and the effective abolition of child labour 8.
Note 4: International Labor Organization
The Belvédère Group complies with the principles of
free trade and arm’s length dealing. An ambitious marketing strategy has been introduced in order to achieve customer satisfaction.
The Group develops products that meet customers’ expectations, based on the concept of “customer satisfaction”. Likewise,
the marketing and sales strategy offers attractive products that
meet customers’ various requirements.
We take care to protect and inform our existing and prospective customers.
4. Alcohol in society
Millions of consumers value our products. We therefore
wish to play a positive role in the wines and spirits industry.
Relationships with alcohol differ depending on individuals,
cultures, communities and countries. Some people have made
the choice not to consume alcohol. The Belvédère Group respects
that choice.
We acknowledge that some individuals must not consume
alcohol, such as minors and people with a serious medical condition.
We strongly condemn the excessive consumption of alcohol.
Alcohol abuse is a major concern for a Group such as ours. Such
behaviour harms the reputation of our high-quality products and
the image of our consumers.
The Belvédère Group encourages the reasonable consumption of alcohol via highly targeted communications.
Furthermore, consumers identified as sensitive are provided
with information specifically intended for them, such as the pregnant woman logo on alcohol bottles and the details of allergenic substances listed on the back label for allergy sufferers.
FOCUS
Dubar, our Brazilian subsidiary, which is a member of the
Abrabe organisation 3, promotes the reasonable consumption of
alcohol and seeks to prevent drink-driving (communications via
the company’s website, in bars and restaurants, on the radio, social networks, etc.). 13 advertisements were broadcast on YouTube
(80,000 views) in February 2014.
Note 3: Associação Brasileira de Bebidas
Note 5: See the Chapter on «Our social role», point 3.
Note 7: See Belvédère Group Business and Ethics Codes
3.1.8 Our social role
1. Our employees are our main asset
We want our employees to achieve their full potential.
Accordingly, we aim to create a stimulating and friendly
atmosphere and a safe working environment.
Innovating, fostering dialogue, developing talent and
ensuring employee safety are priority issues. Our employees are our most precious asset. They are our Group’s
DNA and embody the spirit of innovation on which the
Belvédère Group was built.
We want our employees to buy in to our strategy and values.
Accordingly, our employees’ commitment to the Company’s
goals and values has enabled the Group to face the troubled environment of the past few years.
The Group is proud to be an employer that gives everyone the
same opportunities and that encourages its employees to share
their ideas and thus contribute to the Group’s development as
part of an ongoing improvement process.
We are moving forward to achieve our targets together.
2. Our employees’working environment
One of the Belvédère Group’s priorities is to ensure
the conditions for our employees’ health and safety in the
workplace. All Belvédère Group companies comply with
the conditions for health and safety in the workplace.
Health and safety training accounted for 34% of the training hours followed in 2014.
Overtime is only used in emergency situations, and working
hours are customised for parents of young children (remote working or adjusted working hours for women who have chosen to
breastfeed their children).
FOCUS
Our Dubar subsidiary has invested in training and equipment
in order to promote safety in the workplace. We comply with Brazilian standards NR-35 for working at heights, NR-12 on ma-
P art 2. L egal
chines and equipment, and NR-17 on ergonomics.
74
Furthermore, the Belvédère Group set down the values
to which it is committed by working on the publication of
the Group’s Business Code and Ethics Code in 2013. The
codes were circulated to all Group companies in 2014.
3. Dialogue with our employees
Talented individuals work at all levels of the Group’s
organisational structure and must find ways of working
together so that overall performance targets are achieved.
The search for such synergies forms part of the framework
of employee dialogue.
Belvédère establishes an in-depth dialogue with its staff representatives.
This dialogue includes discussions, consultation processes, negotiations and joint initiatives undertaken by staff representative
organisations.
5. Enhancing our employees’skills
Developing our employees is an investment and major
growth driver. We need to support our employees so as to
achieve our ambitions and strategic goals.
All Belvédère Group subsidiaries work on training their employees and pay particular attention to quality and security.
Over 10,000 hours were dedicated to training, 34% of which
were entirely dedicated to health and safety across the 2014 CSR
scope.
FOCUS
The Group’s senior management received very positive feedback when it presented the 2018 BIG strategic plan to our employees and staff representative organisations. This shared experience is representative of the dialogue-based approach favoured
by senior management.
Communicating with our employees is one of our Group’s
priorities.
4. Equal treatment
In terms of employment law, all Belvédère Group subsidiaries comply with statutory provisions relating to gender equality, the employment and social integration of disabled people and the prevention of discrimination.
B reakdown
3.1.9 Our environmental role
1. Overall environmental policy
With regard to environmental protection, the Group has
focused its attention on four priorities.
P R I O R I T Y #1 - R E S P E C T F O R T H E E N V I R O N M E N T
Each subsidiary manages its environmental policy on a
local basis, depending on its business activities and local
laws and regulations. The subsidiaries have the necessary
administrative authorisations and have taken out the mandatory insurance for their business activities.
of headcount
Headcount
France
Spain
Poland
Baltic States
Brazil
Total 2014
CSR scope *
Total year end headcount
453
75
1 279
251
20
2 078
* 2 493 employees work at the Belvédère Group
Breakdown of headcount
by age group
France
Spain
Poland
Baltic States
Brazil
Total 2014
CSR scope
Under 25 years
15
1
29
16
0
61
25 to 34 years
94
9
379
69
5
556
35 to 44 years
117
24
413
79
4
637
45 to 54 years
153
28
291
60
6
538
Over 55 years
74
13
167
27
5
286
Breakdown of headcount
by gender
France
Spain
Poland
Baltic States
Brazil
Total 2014
CSR scope
Women
171
25
414
109
6
725
Men
282
50
865
142
14
1 353
P art 2. L egal
FOCUS
The Brazilian CETESB 9 organisation checks the compliance of
the operating process with current environmental regulations and
grants an operating licence that is valid for two years. The most
recent certification dates from 5 February 2014.
Note 9: Companhia Ambiental do Estado de São Paulo
The Belvédère Group takes measures to prevent environmental risk and pollution.
All Belvédère Group subsidiaries are committed to acting in
compliance with the laws and raising employee awareness about
environmental issues.
FOCUS
Our Polmos Lancut plant in Poland regularly provides environmental protection training sessions for all employees and specific safety training for plant workers, prompted by the directives
issued by the Polish Training Ministry via BEHAPEK, an external company based in Rzeszów.
In addition, employees who are directly involved in the production process must attend an internal training course in accordance with the ISO 10 and HACCP 11 procedures every year.
The training course focuses on reducing the adverse impact of the
production process on the environment by sorting waste, reducing
noise pollution, etc.
75
Besides other measures, Dubar, our Brazilian subsidiary, began
recovering the water from its cooling tower, using specific tanks
for each product (less washing) and adjusting and improving the
rinser.
P R I O R I T Y #3 - T H E WA S T E M A N A G E M E N T P O L I C Y
A large amount of Group waste, including glass and
cardboard boxes, is recyclable. We have looked at improvements in the following areas:
- waste sorting;
- monitoring waste;
- using (nearby and approved) recycling outlets for all the
waste amounts in question.
P R I O R I T Y #4 - PA R T N E R S H I P S W I T H G R O U P
SUPPLIERS
We seek to raise our suppliers’ awareness of protecting
the environment.
FOCUS
A “sustainable development” questionnaire has been sent to
the main suppliers of the Marie Brizard Group 12, with a view
to drawing up a summary of those suppliers’ practices from an
environmental standpoint.
Moncigale prioritises local suppliers that apply environment-friendly principles.
Note 10: International Organization for Standardization
Note 11: Hazard Analysis Critical Control Point
P R I O R I T Y #2 - F O C U S O N WAT E R A N D E N E R G Y
CO N S U M P T I O N
Water is fundamental for the life of individuals, families and local economies. It is also fundamental to our
Company’s long-term future. Water management is a high
priority. Initiatives aimed at managing and reducing the
consumption of water and energy have been reviewed at
all the production facilities. The facilities’ water consumption is monitored and assessed in order to avoid overruns.
Attention is also paid to monitoring industrial waste water
discharges in order to minimise their impact on the environment.
Note 12: MBRI
2. Pollution and waste management
The Belvédère Group is aware of the impact of its activities on the environment and implements processes aimed
at preventing its activities from having an adverse impact
on the atmosphere, water and soil. In addition, the Belvédère Group’s subsidiaries have the authorisations required
for their operations. The Belvédère Group seeks to prevent
environmental risks on a preventive basis.
A water quality monitoring programme has been introduced
at the production facilities.
FOCUS
Energy consumption is also monitored and improvements
sought.
An online conductimeter was installed at our Fondaudège facility in 2014. This enabled us to improve the way the rinse water
flows into the waste water reception tank. This water is then sent
to a treatment centre.
At our Fondaudège facility, weekly water analyses are performed and reported to the DREAL 13 and to Lyonnaise des Eaux.
The related pollution coefficient is monitored on a monthly basis.
Furthermore, some of the most polluted water is separated and
processed at an external waste water treatment plant, in order
to comply with regulations. To prevent any risk of pollution in
the event of a major leak, our Fondaudège facility is technically
capable of shutting itself off from the public network.
The historic drought in the State of São Paulo in 2014 led us to
review the water used in the production process on a local basis.
At our Lormont facility, we monitor the quantitative and qualitative parameters of water discharges, including outflows from
FOCUS
P art 2. L egal
the waste water treatment plant.
Note 13: Regional environment, development and housing departments
In addition to a waste sorting policy implemented at
the various subsidiaries, the Belvédère Group ensures that
waste is managed in compliance with local laws and regulations.
In the more specific case of industrial waste, the subsidiaries
have signed agreements with specialised sub-contractors authorised to collect, transport and treat industrial waste.
In the case of recyclable materials, the Group systematically
looks for recovery outlets in order to reduce the amount of waste.
76
- Glass is 100% recyclable. 7 out of 10 bottles are now recycled.
- Glass can be melted down over and over again in order to
manufacture new glass bottles, with no loss of material, quality
or transparency.
Recycling glass enables us:
- to save energy. A 10% increase in recycled glass in order to
replace virgin raw materials enables an energy saving of 3%;
- to limit CO2 emissions. One tonne of recycled glass saves over
500 kg of CO2;
- to reduce the use of raw materials. We save 1.2 kg of virgin
raw materials for every tonne of cullet used to replace raw materials.
FOCUS
Our Cognac Gautier facility, which is located in the city
centre, limits its impact and remains ICPE 14 classified and therefore subject to authorisation. Apart from the regulatory aspects,
we are committed to sorting our waste and to ensuring its recovery through approved outlets.
Note 14: Facilities classified for environment protection in France
3. Noise and other forms of pollution
- to optimise our logistics process, and so minimise our transport-related carbon footprint. The recycled glass comes from local
collection points that are close to the glass manufacturing plants;
- to extract maximum value from the glass collected before it is
sent to landfill or incinerated.
Furthermore, managing the main sources of energy used
at the Belvédère Group is vital.
The main types of energy used by the Group are:
The Belvédère Group has not identified any noise or
light nuisance that exceeds current standards or incurred
any administrative sanctions relating to this issue. However, the Group remains vigilant, and complies with local
regulations and special restrictions.
In France, the noise pollution standards determined by the
DREAL are complied with. Ear plugs have been provided to all
production employees.
4. Sustainable use of resources
The Belvédère Group monitors the rational use of the
raw materials required for its business activities. Initiatives
are implemented to reduce the consumption of raw materials.
FOCUS
In Brazil, Dubar uses a cardboard box made from recycled
sugar cane to package its products.
An initiative to reduce the weight of bottles involving William
Peel began at the MBRI Group in 2009. We extended this best
practice to our Sir Pitterson bottles in 2014. This initiative enabled us to save 4,665.39 tonnes of glass during the year.
- electricity,
- heating oil,
- natural gas and diesel,
- propane,
- coal.
The consumption of these types of energy during 2014 is set
out in the “Key Indicators” appendix. They represent the main
source of the CO2 emissions generated by the Group in 2014
(which have not been quantified to date).
Renewable energy is consumed via the energy packages in
the countries where we use electricity. We have no specific renewable energy supplies.
The Belvédère Group entities try to limit their energy
consumption, where possible.
FOCUS
To reduce its energy consumption during 2014, our Cognac
Gautier subsidiary:
- installed LED lighting outside and inside the building;
- changed the heating system used in the production process.
In France, we mostly use recycled glass bottles in our production process, since:
Given its subsidiaries’ operating locations, the Belvédère Group has not identified any specific risk to the natu-
P art 2. L egal
ral water resources used.
Water consumption is proportional to production and may
also be used for technical purposes (e.g. cooling systems).
Around 523,604 m³ of water was consumed in 2014.
The Belvédère Group takes care not to cause any chronic or accidental soil pollution at all the facilities that it
operates, by ensuring proper storage and usage conditions
for its raw materials and by managing rain water and the
discharges generated during rain water treatment processes.
FOCUS
Our Mongicale subsidiary and its main transportation company have launched an initiative aimed at raising awareness of
biodiversity. 80% of the transportation company’s vehicle fleet
meets the Euro 6 standard, which is the latest emission standard
to be issued.
The Marie Brizard Group drew up an inventory of direct and
indirect greenhouse gas emissions generated by its plants in 2011.
The purpose of this report was twofold:
- to identify the main emission sources (alcohol, sugar and
glass bottles);
- to plan possible short, medium and long-term reductions.
A review was performed following the greenhouse gas emission
report, primarily on packaging, which is one of the main sources
of greenhouse gas emissions. Accordingly, eco-design initiatives,
such as reducing the weight of some bottles, were initiated with
some of our suppliers.
The gradual reduction in the weight of bottles representing the
largest sales volumes enabled a reduction in the number of supply
trucks and the optimisation of the finished product pallet-packing
process.
5. Climate change and biodiversity
Climate change and the resulting potential regulatory
changes are a challenge in terms of procurement and protecting the production process against weather phenomena.
77
to MBRI’s suppliers, in order to encourage them to use organic
farming and to protect the environment. This measure to raise
supplier awareness, primarily concerning the protection of biodiversity via organic farming, is a best practice that needs to be
extended to the whole Group.
3.1.10 Our social role
Driven by its determination to preserve the Earth’s resources and to protect biodiversity, the Belvédère Group
seeks to produce environmentally-friendly products and to
design the appropriate processes.
1. Regional, economic and social impact of the
Company’s activities
The entire Belvédère Group prioritises local candidates
for every type of position.
In Lithuania, our “AB Vilnius Degtiné” subsidiary is one of the
15 leading contributors to employment in Lithuania on a national
basis.
In Poland, our Sobieski Trade subsidiary is involved in the
economic development of the Witkowo district by creating and
maintaining a large number of jobs.
Likewise, the Polmos Lancut plant is a major employer in Vovoida province in the Lower Carpathian region, which has a high
unemployment rate. The plant impacts local trade and company
start-ups by encouraging employment via the purchase of raw
materials and components.
The Belvédère Group aspires to have a social impact via corporate sponsorship campaigns. This ambition, which was stated in
2014, was illustrated by our involvement in an event showcasing
the Thracian civilisation in Sofia and Paris in 2015.
Our subsidiaries in France support several local voluntary organisations.
2. Relations with stakeholders affected by the
Company’s business activities
In France, MBRI has entered into a partnership with
a work-based assistance service institution near Bordeaux,
in order to sub-contract certain joint packing operations.
FOCUS
In France, audits at our suppliers are performed according
to a determined annual timetable. The social and environmental
aspects are reviewed.
A statement certifying the compliance of their packaging with
the French Environment Code is completed by all our dry goods
suppliers.
Furthermore, a sustainable development questionnaire is sent
Our Fondaudège production facility employs a team of disabled persons on-site as part of this partnership. This team,
which is managed by a workshop supervisor, performs various
joint packing assignments (affixing stickers and tax stamps, pallet
re-packing, etc.)
This kind of professional inclusion enables these individuals to
find out about working in a normal environment.
We also take on students as interns on a regular basis.
P art 2. L egal
3. Sub-contracting and suppliers
Our relations with suppliers and sub-contractors are
based on respect for the values expressed in the Belvédère Group’s Business Code. Generally speaking, when
sub-contractors are used, Management ensures proper
compliance with the laws and sees that sub-contractors
consider the impact of their actions on the environment
and employee relations.
78
3.
CCP3 - pasteurisation of syrups (micro-biological hazard): overseeing pasteurisation levels by monitoring product
temperature.
The CCPs in place enable a hazard to be eliminated or reduced. These essential stages in the production process are monitored according to stringent procedures.
Note 16: International Featured Standard
Note 17: British Retail Consortium
FOCUS
In France, the MBRI production facilities use suppliers who:
- refer to the directives relating to social and environmental
protection;
- work in compliance with the laws, especially with regard to
environmental protection.
Suppliers and sub-contractors must implement a socially responsible policy with regard to the environment.
For example, Moncigale advises its wine suppliers to use sensible farming methods, in order to limit discharges into the soil
and water courses. The Company supports reducing the use of insecticides in vineyards.
4. Consumer food safety
The Belvédère Group develops its products with a view
to constantly exceeding customer expectations. Our guideline is to offer our clients and consumers reliable, bold and
flavoursome brands.
Offering high-quality products involves complying with the
hygiene and health standards in the wines and spirits sector. Our
customers’ safety is not only a priority - it is also a duty.
All the production facilities in France, Lithuania and Poland are
ISO 9001 certified and have adopted an HACCP 15 approach.
Note 15: Hazard Analysis Critical Control Point
FOCUS
In 2014, our Moncigale subsidiary successfully obtained ISO
9001 Version 2008, IFS 16 Version 6 Higher Level, BRC 17 Version
6 Grade B and ECOCERT certifications (including an organic
certification for Fruits & Wine).
The Marie Brizard Group has specifically identified the following three Critical Control Points (or “CCPs”) as part of its hazard assessment method:
1.
CCP1 - filtration (hazard of foreign bodies): overseeing
the effectiveness of the filtration system by monitoring the pressure
difference ;
2.
CCP2 - blow moulding (hazard of foreign bodies):
overseeing the operation of the blower by monitoring the air pressure;
3.1.11 Appendices - Reporting methods
Reporting standards
The non-financial repor ting protocol describes the
procedure for reporting the Belvédère Group’s environmental, staff and social indicators in respect of its two business areas, i.e.
- production;
- marketing of wines and spirits.
This document also constitutes:
- an internal benchmark for individual contributors;
- a benchmark for external data verification.
The Belvédère Group has drawn up its CSR reporting protocol
in accordance with the information identified in Article 225 of the
Grenelle 2 Act of 12 July 2010 and its implementing decree dated
24 April 2012.
This document will be reviewed on an annual basis as part of
an ongoing improvement approach, depending on:
- changes in the Belvédère Group reporting process;
- feedback.
The environmental data is gathered from each business activity and consolidated at Group level. The rules for determining
the CSR scope are specified in the section entitled “CSR Scope”.
For 2014, the environmental data only covers production facilities.
3.1.12 Appendices - Definitions
1. Year-end headcount
The headcount (or employees) corresponds to the individuals who have an employment contract with the entity
(fixed-term or permanent contract, on a full or part-time
basis, including employees on work-study contracts). Interns, temporary staff, service providers, consultants and
other external staff are not recorded in headcount.
Headcount is recorded as the individuals who are physically
present at the end of the period, and not on a full time equivalent
(FTE) basis.
P art 2. L egal
Employees whose contracts expired in the evening of 31
December 2014 are recorded in the headcount present as at
31 December 2014.
2. Absenteeism
Absenteeism refers to employees who have missed one
or several working days in part or in full as a result of:
- parental leave,
- an industrial accident,
- other reasons (excluding illness, leave and industrial accidents).
These absences may be avoidable or unavoidable. The number of days’ absence is counted in working days. In the case of
subsidiaries where the number of days’ absence was reported in
calendar days, the business day calculation was performed by
using a ratio of 5/7 (estimate).
3. Hiring
Hires on fixed-term contracts concern individuals who
accepted a fixed-term contract during the period.
These individuals may be:
- external applicants who have accepted a fixed-term contract
(“hire”);
- temporary staff who have accepted a fixed-term contract
(“hire”);
- individuals on fixed-term contracts who have agreed to a renewal of their fixed-term contract (“re-hire”).
Permanent contract hires concern individuals who have accepted a permanent contract during the period.
These individuals may be:
- external applicants who have accepted a permanent
contract (“hire”);
- temporary staff who have accepted a permanent contract
(“hire”);
- individuals on fixed-term contracts who have accepted a permanent contract (“re-hire”).
4. Lay-offs
Lay-offs concern individuals working for the Company
on permanent or fixed-term contracts where the employer
took the initiative to terminate the employment contract.
Contractual terminations and fixed-term contracts that reach
their expiry date are not included under lay-offs.
5. Industrial accidents
Number of accidents recorded over the year (including travel accidents between home and work). A relapse
resulting from an accident that was already recorded (in
79
Year N or earlier) must not be recorded for a second time.
Likewise, an accident reported in Year N-1 that continues
to result in days of absence in Year N must not be recorded
(as it was already recorded in the previous financial year).
Lastly, any accidents reported over the year are counted, even
before they are formally recognised by the social security organisation (or an equivalent body).
In the event that their recognition is rejected, these accidents are removed if the refusal is received prior to the
close of the data reporting period.
The following formulas have been applied in order to calculate frequency and severity rates:
- FR = number of accidents with recognised lost time during
the year x 1,000,000 / actual hours worked;
- SR = aggregate number of days of absence due to industrial
accidents x 1,000 / actual hours worked.
6. Water consumption
The consumption of water used in the production process and cooling systems has been included in this indicator. It is worth noting that we did not distinguish between
production process water consumption and cooling process water consumption in the 2014 report.
7. Energy
This definition includes direct or primary sources of energy (e.g. gas) and indirect or processed energy (e.g. electricity consumption).
The energy used to propel industrial vehicles (e.g. forklifts) is
included.
The fuel consumption of commercial and company vehicles
is not included.
Likewise, water and energy consumption is not published
when it is included in building rental charges.
Energy consumption is quantified for the production facilities
included in the 2014 CSR report.
P art 2. L egal
80
3.1.13 Appendices - Key indicators
A ppendices : K ey
indicators
Headcount
Unit
2014 CSR scope
Total year-end headcount
Number
2
Total hires
Number
773
Total leavers
Number
568
Number
222
Unit
2014 CSR scope
Payroll as at 31/12/2013
Keuros
36,994.372
Payroll as at 31/12/2014
Keuros
37,206.050
%
+0.57%
Unit
2014 CSR scope
Total theoretical hours worked
Hours
3,513,678.36
Total overtime (paid and unpaid)
Hours
48,488.00
of which lay-offs
Remuneration and change in remuneration
Change
Organisation of working hours
Total actual hours worked
Aggregate number of days of absence
Number of accidents with lost time
recorded over the year
Number of accidents without lost time
Number of occupational illnesses
Industrial accident severity rate
Hours
3,219,226.82
Business days
43,483.30
Number
41
Number
7
Number
0
Number
0.38
Number
12.74
Hours
10,327.15
Other employment indicators
Unit
2014 CSR scope
Disabled persons employed
Number of collective agreements signed
during the year
Number of agreements relating to safety
and/or health in the workplace signed
during the year
Number
41
Number
4
Number
4
Unit
2014 CSR scope
Industrial accident frequency rate
Number of training hours followed
Raw material consumption
Water consumption
m3
523,604.38
Raw material: neutral alcohol
litres
11,172,637.00
Raw material: rye
tonnes
3
10,441.40
Raw material: wine
m
Raw material: sugar
tonnes
4,741.91
Unit
2014 CSR scope
Electricity
kWh
12,311,030.00
Heating oil
m3
193.56
Natural gas
kWh
48,176,518.00
Energy consumption
3,977,776.00
m
3
1,729.85
m
3
5,721.99
Diesel
m
3
234.71
Non-transport diesel
m3
14.99
Unit
2014 CSR scope
Liquefied natural gas
Propane
Other environmental indicators
Provisions for environmental risk
Keuros
0.00
Guarantees for environmental risk
Keuros
425.23
P art 2. L egal
3.2 Independant third-party
report on consolidated social, environmental and societal information published
in the management report
This is a free translation into English of the original report
issued in French, and is provided solely for the convenience of
English speaking readers. This report should be read in conjunction with, and is construed in accordance with French law and
professional auditing standards applicable in FranceFinancial
year ended 31 December 2014
Financial year ended December 31, 2014
To the Shareholders,
As independent third-party, members of Mazars’ network, statutory auditor of Belvédère SA, whose accreditation was accepted by COFRAC under the number 3-1058 1, we hereby present
you our report on the consolidated social, environmental and societal information provided in the management report prepared
for the year ended December 31, 2014, (hereinafter referred to as
“CSR Information”), pursuant to Article L.225-102-1 of the French
Commercial Code (Code de Commerce).
Responsibility of the company
The Board of Directors of Belvédère SA is responsible
for preparing a management report including the CSR
Information required under Article R. 225-105-1 of the
French Commercial Code, in accordance with the reporting criteria of the company (hereafter the “Reporting
Criteria”), a summary of which is provided in the Management Report and available on request of the society
headquarter.
Independance and quality control
Our independence is defined by regulatory texts, the
profession’s Code of Ethics and by the provisions of Article
L. 822-11 of the French Commercial Code. Furthermore,
we have set up a quality control system that includes documented policies and procedures designed to ensure compliance with deontological rules, professional standards
and applicable legal texts and regulations.
Responsibility of the Independant Third-Party
Body
Based on our work, our role is to:
- attest that the required CSR Information is disclosed in the
management report or, that an explanation has been provided if
any information has been omitted, in accordance with the third
81
paragraph of Article R. 225-105 of the French Commercial Code
(Attestation of completeness of the CSR Information);
- provide limited assurance that, on the whole, the CSR
Information is fairly presented, in all material respects, in
accordance with the adopted Reporting Criteria (Fairness
report regarding CSR Information).
Our work was carried out by a team of 7 people between February 2014 and May 2015 for a period of about 6 weeks.
We conducted the work described below in accordance with
the professional standards applicable in France and the legal order dated May 13, 2013 determining the methodology according
to which the independent third party body conducts its mission
and, on the reasoned opinion, in accordance with ISAE 3000 2.
1. Attestation of completeness of the CSR Information
We got acquainted with the direction that the Group
is taking, in terms of sustainability, with regard to the social and environmental, consequences of the company’s
business and its societal commitments and, where appropriate, the actions or programs that stemmed from it.
We compared the CSR Information presented in the management report to the list set forth in Article R. 225-105-1 of the
French Commercial Code.
In the event of omission of some consolidated information,
we checked that explanations were provided in accordance with
the third paragraph of the article R. 225-105 of the French Commercial Code.
We checked that the CSR Information covers the consolidated
scope, which includes the company and its subsidiaries within
the meaning of Article L. 233-1 of the French Commercial Code
(Code de commerce) and the companies that it controls within
the meaning of Article L. 233-3 of the French Commercial Code
(Code de commerce), subject to the limits set forth in the methodological note set out in section 5.1.6 “Scope of the report” of the
Management Report.
Based on our work, and taking into account the limitations
mentioned above, we attest that the required CSR Information
has been disclosed in the management report.
2. Fairness report with respect to CSR Information
N AT U R E A N D S CO P E O F P R O C E D U R E S
We conducted about ten interviews with the persons
responsible for the preparation of CSR Information from
the departments in charge of the process of gathering information and, when applicable, the persons responsible
for internal control and risk management procedures, to:
- assess the appropriateness of the Reporting Criteria in terms
of relevance, completeness, neutrality, clarity and reliability, by
taking into consideration, when relevant, the sector’s best prac-
P art 2. L egal
tices;
- verify the set-up within the Group of a process to collect,
compile, process and check the CSR Information with regard to
its completeness and consistency. We familiarized ourselves with
the internal control and risk management procedures relating to
the compilation of the CSR Information.
82
Information, taken as a whole, has not been fairly presented, in all material respects, in accordance with the Reporting Criteria.
Paris La Défense, 20th May 2015
The Independent Third Party
We determined the nature and extent of tests and controls
depending on the nature and importance of CSR Information in
relation to the characteristics of the Company, the social and environmental issues of its operations, its strategic priorities in relation to sustainable development, and the Industry best practices.
Mazars SAS
Concerning the CSR information that we considered to be the
most significant 3:
- at the level of the consolidating entity and of the entities,
we consulted source documents and conducted interviews to
corroborate the qualitative information (organization, policies,
actions); we implemented analytical procedures on the quantitative and verified, on the basis of sampling techniques, the calculations and consolidation of the information; and we verified
its consistency with the other information contained in the management report;
- at the level of a representative sample of entities 4, selected
based on their activity, their contribution to consolidated indicators, their location and a risk analysis; we conducted interviews
to verify the proper application of procedures and conducted
substantive tests, using sampling basis, to verify the calculations
performed, and reconciled data with supporting evidence.
Dominique Muller
Romain Maudry
Partner
Partner
Emmanuelle Rigaudias
Partner
CSR & Sustainable Development
Note 1: Whose scope is available on the website www.cofrac.fr
Note 2: ISAE 3000 – Assurance engagements other than audits or reviews of
historical financial information
Note 3: Total headcount at the end of the period and breakdown by age, gender and geographical region; Joiners and leavers including redundancies; Number
The selected sites contribution to group data equals to 30 %
of headcount and from 63 % to 84 % of the quantitative environmental information tested.
of lost-time accidents recorded over the year; Number of training course hours
followed; Energy consumption; Water consumption.
Note 4: Marie Brizard ; Destylarnia Sobieski ; Moncigale
Regarding the other consolidated CSR Information, we assessed its fairness and consistency based on our knowledge of
the Group.
Finally, we assessed the relevance of the explanations relating
to, where necessary, the total or partial omission of certain information.
We deem that the sampling methods and sample sizes we
have learned by exercising our professional judgment allow us
to formulate a conclusion providing limited assurance; a higher
level of assurance would have required more extensive work. Because of the use of sampling techniques, and because of other
limits inherent to any information and internal control systems,
the risk of not detecting a material misstatement in the CSR Information cannot be completely eliminated.
Conclusion
Based on our work, we did not identify any material
misstatements that would lead us to believe that the CSR
P art 2. L egal
4
83
2014 CONSOLIDATED STATEMENTS
4.1 2014 consolidated statements and notes
P art 2. L egal
84
C onsolidated I ncome S tatement
€000 unless stated otherwise
Revenues
Note
3
Excise duties
3
Purchases consumed
2014
2013 restated
2012 restated
716 529
856 864
891 900
(249 851)
(317 298)
(340 636)
466 678
539 566
551 264
(319 632)
(371 657)
(382 383)
External charges
4.1
(74 298)
(82 455)
(88 479)
Personnel costs
4.2
(57 937)
(63 903)
(65 961)
Taxes and levies
(8 123)
(8 895)
(8 734)
Depreciation charges
(7 382)
(8 461)
(9 818)
Other operating income
4.3
14 744
11 558
9 225
Other operating expenses
4.3
(13 010)
(15 473)
(14 162)
1 042
279
(9 048)
8 412
32 436
8 023
Non-recurring operating income
4.4
Non-recurring operating expenses
4.4
(23 368)
(68 453)
(83 951)
(13 914)
(35 737)
(84 976)
Income from cash and cash equivalents
4.5
249
165
438
Gross cost of borrowings
4.5
(1 579)
(7 762)
(21 887)
(1 330)
(7 597)
(21 449)
Net cost of borrowings
Other financial income
4.5
6 811
244 640
8 294
Other financial expenses
4.5
(9 705)
(10 873)
(11 406)
(4 224)
226 170
(24 562)
(18 138)
190 432
(109 537)
(60)
(272)
(9 231)
307
211
(18 198)
190 467
(118 558)
Net financial income/(expenses)
Profit/(loss) before tax
Income tax (charge)/income
4.6
Share of earnings of associates
Net profit/(loss) from continuing operations
Profit/(loss) from discontinued operations, net of tax
Net profit/(loss)
(18 198)
190 467
(118 558)
Group share
(19 096)
190 260
(117 792)
(19 096)
190 260
(117 792)
897
207
(766)
897
207
(766)
4.7
-0,72 €
9,97 €
-39,31 €
4.7
-0,72 €
7,60 €
-39,31 €
Net earnings per share, Group share (€)
4.7
-0,72 €
9,97 €
-39,31 €
Diluted net earnings per share, Group share (€)
4.7
-0,72 €
7,60 €
-39,31 €
Weighted average number of shares outstanding
26 479 328
19 077 206
2 996 118
Diluted weighted average number of shares outstanding
32 429 232
25 027 382
2 996 118
of which net profit/(loss) from continuing operations
of which net profit/(loss) from discontinued operations
Minority interests
Net earnings per share from continuing operations, Group share
(€)
Diluted net earnings per share from continuing operations,
Group share (€)
The income statements for the financial years ended 31
December 2012 and 31 December 2013 have been restated
to include the presentation changes set out in Note 12 –
Accounting Rules and Policies.
P art 2. L egal
85
C omprehensive I ncome S tatement
(€000)
Net profit/(loss)
Items that may be reclassified to P/L
Translation differences
Other items
Items not reclassified to P/L
Actuarial differences according to IAS 19 revised
Valuation of financial instruments
Comprehensive income/(loss)
Group share
Minority interests
2014
2013
2012
(18 198)
190 467
(118 558)
(3 679)
(778)
3 805
(63)
(3 679)
(778)
(314)
(517)
203
294
294
(22 191)
(22 985)
793
189 983
189 837
146
The comprehensive income/(loss) amounts are shown
net of tax.
No material amount was reclassified to income for the period.
3 742
(114 816)
(114 437)
(379)
P art 2. L egal
86
C onsolidated B alance S heet
(€000)
ASSETS
Goodwill
Intangible assets
Property, plant and equipment
Financial assets
Investments in associates
Non-current tax receivables
Deferred tax assets
Non-current assets
Inventory and work-in-progress
Trade receivables
Tax receivables
Other current assets
Current assets
Total assets
(€000)
LIABILITIES
Share capital
Premiums
Consolidated reserves
Translation reserves
Consolidated net profit/(loss)
Equity capital (Group share)
Minority interests
Total equity capital
Employee benefits
Other non-current provisions
Long-term borrowings – due in more than one year
Deferred tax liabilities
Non-current liabilities
Current provisions
Long-term borrowings – due in less than one year
Short-term borrowings
Trade and other payables
Tax liabilities
Other current liabilities
Current liabilities
Total liabilities
Note 31 December 31 December 31 December
2014
2013
2012
5.1
5.2
5.3
5.4
29 932
110 900
42 922
1 624
30 646
111 240
51 653
5 767
3 089
4.6
3 393
188 771
70 095
98 982
33 164
21 373
77 184
300 797
5 877
495 445
2 497
204 892
100 196
134 355
31 275
25 869
36 470
328 167
30 768
131 734
79 475
9 002
2 883
27 723
4 373
285 957
89 600
135 228
74
27 138
28 175
280 214
533 059
566 172
5.5
5.6
5.7
5.8
2.0
Note 31 December 31 December 31 December
2014
2013
2012
6.1
6.2
6.3
6.4
4.6
6.6
6.3
6.4
6.4
6.6
2.0
52 973
416 359
(244 204)
(17 545)
(19 096)
188 488
10 696
199 184
6 071
7 473
2 202
38 768
64 227
118 740
3 972
1 112
32 321
56 985
558
77 813
172 761
4 760
495 445
52 972
416 353
(434 138)
(13 968)
190 260
211 479
9 906
221 385
5 132
7 072
2 353
40 731
74 346
129 634
3 523
1 480
13 510
64 310
(946)
100 162
182 040
6 811
138 000
(320 571)
(13 251)
(117 792)
(306 803)
7 801
(299 002)
5 510
9 654
3 375
40 880
3 170
62 589
12 082
540 198
23 818
110 551
20 757
95 178
802 585
533 059
566 172
S tatement
of
P art 2. L egal
87
C ash F lows
(€000)
Total consolidated net profit/(loss)
Less net profit/(loss) from sold or held-for-sale operations
Net profit/(loss) on continuing operations
Income/(loss) from equity associates
Depreciation, amortisation and provisions
Fair value revaluation gains/losses
Impact of discounting
Difference between the fair value/cash obtained on the transfer of shares
Difference between the fair value and book value of the FRN debt
Gains/(losses) on disposals and dilution
Dividend income
FRN and OBSAR debt deposit adjustments
Operating cash flow after net cost of borrowings and tax
Income tax charge (credit)
Operating cash flow before net cost of borrowings and tax
Change in working capital 1 (inventories, trade receivables/payables)
Change in working capital 2 (other items)
Taxes
Cash flows from operating activities
Purchase of minority interests
Purchase of PP&E and intangible assets
Subsidies received
Purchase of financial assets
Increase in loans and advances granted
Decrease in loans and advances granted
Disposal of PP&E and intangible assets
Disposal of financial assets
Other investment and disposal flows
Dividends received
Impact of change in consolidation scope
Cash flow from investment activities
Capital increase
Purchase of treasury shares
Sale of treasury shares
Borrowings received
Borrowings repaid
Net interest paid
Deposit in escrow of first instalment of the Safeguard Plan (FRNs and OBSAR bonds)
Net change in short-term debt
Cash flow from financing activities
Impact of fluctuations in exchange rates
Cash flows from operations sold and sale proceeds
Change in cash and cash equivalents
Opening cash and cash equivalents
Cash reclassifications*
Cash from held-for-sale operations
Closing cash and cash equivalents
2014
2013
2012
(18 198)
190 467
(118 558)
(18 198)
190 467
(307)
20 017
(118 558)
(211)
86 658
(383)
(564)
12 375
(11)
6 021
413
60
1 335
1 808
(30 420)
5 861
(209 803)
1 780
(5)
1 085
(21 325)
272
7 630
(13 423)
58 149
(37 045)
(2 346)
20 566
(55 964)
83 055
(387)
13 281
35 477
(14 448)
(2 783)
15 235
(4 844)
(4 418)
(225)
(3 870)
526
(255)
4 424
474
(4)
(4 473)
973
21 063
(831)
806
1 508
107
106
51
3 500
3 295
13 357
(2 035)
7
73
1 648
1 358
(1 596)
(1 454)
19 058
17 373
810
(6 853)
(5 083)
2 591
(10 194)
(18 656)
(17 291)
(17 336)
(282)
(993)
1 820
40 951
6 990
(2 316)
36 470
(5)
(231)
77 186
40 951
28 175
1 306
30 492
36 470
6 990
28 175
(2 316)
(11)
238
* In 2013, the cash and cash equivalents reclassification corresponds to a bank account previously blocked and released.
(905)
(33 963)
9 232
21 720
(3 011)
2 366
1 016
(2 483)
(2 592)
74
1 967
(18)
(312)
(17 557)
(3 589)
7
7
(22 997)
203
(515)
(3 589)
791
(2)
(104)
897
9 906
52 973
416 359
(263 016)
(254)
188 488
10 696
199 184
5
(2)
7
(22 205)
203
(517)
(3 693)
(18 198)
221 384
330 403
(79)
5 968
2014
(33)
(33)
211 478
(19 096)
1 959
1 959
322 400
2 041
73
189 983
294
(778)
146
190 467
207
(299 002)
13 493
(232)
2 359
9 717
1 648
(114 816)
(63)
3 805
(118 558)
(197 678)
(61)
7 801
(2)
33
33
(19 096)
(221)
(450)
(450)
(2)
6
6
(3 589)
(13 968)
328 444
(2 038)
5 968
322 400
2 041
73
189 837
294
(717)
190 260
(306 803)
13 943
218
2 359
9 717
Transactions with shareholders
1
1
203
(515)
294
10 516
10 516
(10 737)
985
985
1 648
(114 437)
(379)
387
(63)
(766)
3 418
8 630
Minority Total equity
interests
capital
(117 792)
Treasury Total equity
shares and
capital redeemable Group share
share warrants
(11 722)
(206 309)
Transactions with minority interests
Treasury shares and redeemable share warrants
Restructuring of the FRN and OBSAR financial debt
Exercise of redeemable share warrants (via delivery of bonds)
Exercise of redeemable share warrants (for cash)
Discounting of financial instruments
Actuarial differences according to IAS19 revised
(19 096)
(243 953)
52 972
2013
416 353
(6 586)
46 161
2014 net profit/(loss)
(2 038)
278 353
(4 548)
276 330
46 070
(717)
(717)
(13 251)
3 418
3 418
(16 669)
Translation
reserves
P art 2. L egal
17
294
190 260
190 260
(427 627)
294
56
138 000
6 811
Actuarial
difference in
pension
obligations
Actuarial differences according to IAS19 revised
2012
218
1 592
1 374
(117 855)
10 952
9 364
1 588
(63)
(117 792)
(311 364)
413
353
60
Other items
127 048
Premiums Consolidated
reserves
in
6 398
Share capital
C hange
2011
(€000)
88
E quity C apital
P art 2. L egal
CONTENTS – NOTES TO THE FINANCIAL STATEMENTS
Note 1 Note 1.1 Highlights
Note 1.2 Accounting rules and policies
Note 2. Note 3. Note 4. General information: Highlights, accounting rules and principles, changes in consolidation scope
Change in consolidation scope
Segment information
Notes to the income statement
Note 4.1 External expenses
Note 4.2 Personnel costs
Note 4.3 Other operating income and expenses
Note 4.4 Non-recurring operating income and expenses
Note 4.5 Net financial income
Note 4.6 Income tax
Note 4.7 Earnings per share
Note 5. Notes on consolidated assets Note 5.1 Goodwill
Note 5.2 Trademarks and other intangible assets
Note 5.3 Property, plant and equipment
Note 5.4 Financial investments
Note 5.5 Inventory
Note 5.5 Trade and other receivables
Note 5.6 Other current assets
Note 5.7 Cash and cash equivalents
Note 6. Notes on consolidated liabilities and equity capital
Note 6.1 Composition of the share capital and dilutive instruments
Note 6.2 Employee benefits
Note 6.3 Provisions
Note 6.4 Borrowings
Note 6.5 Financial instruments and financial risk factors
Note 6.6 Other liabilities
Note 7. Additional information
Note 7.1 Assets pledged as security and off-balance sheet commitments
Note 7.2 Disputes and contingent liabilities
Note 7.3 Consolidation scope at 31 December 2014
Note 7.4 Related parties
Note 7.5 Statutory Auditors’ fees
Note 7.6 Post-balance sheet events
89
P art 2. L egal
Note 1. General information: Highlights,
accounting rules and principles, changes in
consolidation scope
Belvédère is a société anonyme (French public limited
company) with a Board of Directors incorporated under
French law and specifically subject to the provisions of the
French Commercial Code. Belvédère shares are listed on
Euronext Paris (Compartment B) and the Warsaw Stock
Exchange (WSE).
The Belvédère Group operates in the wines and spirits
sector.
The Group has been the subject of a rehabilitation plan
since the Court decision issued on 9 April 2013.
The company’s registered office is at 7 quai de la Paix,
Beaucaire (30300).
These financial statements were approved by the Board
of Directors on 12 May 2015.
Note 1.1 Highlights
B A C K I N T H E G A M E 2 0 1 8 S T R AT E G I C P L A N
Buoyed by a renewed governance system, a healthier
financial position and powerful brands with a strong multi-national presence, the Group’s priorities in 2014 were
to form a management team and promote an integrated
and calibrated operating system in order to determine and
successfully execute the 2018 BIG strategic plan over the
coming years.
The Belvédère Group has set down its goals in the 2018
“Back in the Game” (BIG) strategic plan. This plan, which
was presented to investors in December 2014, is based
on three operational aspects and is aimed at making the
Group a core challenger in the market.
1) Divestment of non-strategic and loss-making assets
Belvédère aims to sell off non-strategic and loss-generating assets within the timeframe of its strategic plan. These
are primarily wholesale activities in Poland, superfluous
production equipment in Poland and property assets in
Poland and France.
2) Streamlining of core businesses via five priority
programmes
- Modernising industrial facilities;
- Reducing direct purchasing costs;
- Improving the distribution model;
- Simplifying operations;
- Developing key skills.
90
3) Growing revenues
To roll out its growth strategy, Belvédère will rely on:
- The four strategic cornerstones represented by Vodka,
William Peel, Marie Brizard, and Fruits and Wine;
- Six key growth markets: France, Poland, United States,
Spain, Lithuania and Brazil.
These three programmes should enable the Group to
achieve an EBITDA margin of between 12 and 15% within
the plan timeframe.
WORK PERFORMED ON STRENGTHENING THE
O R G A N I S AT I O N A L S T R U C T U R E A N D O P E R AT I O N
O F T H E A CCO U N T I N G A N D F I N A N C I A L
P R O C E D U R E S F O R M I N G PA R T O F T H E CO N T R O L
SYSTEM
In keeping with the change in the governance process
made in 2013:
- Separation of the roles of Chairman of the Board of
Directors and Chief Executive Officer;
- Appointment of independent directors;
- Creation of an Appointments Committee on 30 September 2013;
- Creation of a Remuneration Committee on 30 October
2013;
- Creation of an Audit Committee on 11 October 2013.
The Belvédère Group redefined the organisational structure of its holding company and of all Group entities in
2014.
1) A strengthened senior management team
The Group’s senior management team was strengthened
following the arrival of Jean-Noel Reynaud via the appointment of a Marketing Director, Purchasing Director
and Industrial Director.
The Group’s senior management team recorded the arrival of a Director of Human Resources and a General Secretary in 2015.
Accordingly, the Belvédère Group has set up an Executive Committee responsible for implementing the 2018
BIG strategic plan and for monitoring what are considered
to be the key areas of improvement:
- Continuing to optimise working capital;
- Implementing a consistent and proactive sales policy
based on Category Management;
- Reviewing the marketing positioning of the Group’s
brands;
- Generating significant synergies aimed at maximising
efficiency and operating responsiveness while reducing the
cost structure; Implementing industrial best practices and
pooling the Group’s purchases will be the first drivers for
this area of improvement;
P art 2. L egal
- Pooling know-how and expertise.
2) A strengthened Finance Department
Belvédère SA has given the Group Finance Department
the resources required to handle the preparation and assessment of the financial statements, to control the subsidiaries, to perform the management control process and to
process complex transactions.
The two priority measures aimed at strengthening the
internal control process involved the introduction of:
- An appropriate organisational structure;
- Tools for monitoring operating performance.
Accordingly, the Group Finance Department has added
to its teams by:
- Strengthening the consolidation unit;
- Appointing a Group Management Controller;
- Appointing a Group Treasurer;
- Appointing a Deputy Finance Director.
3) Strengthening the internal control process
During the 2014 financial year, the Group clearly determined the operating rules to be applied at each entity.
These rules specifically concern:
- Delegations of authority: determining commitment authorisation and delegation of authority thresholds depending on the management levels;
- The performance of a comprehensive review, by each
subsidiary, of commitments given and received;
- The performance of a comprehensive review of legal
risk by each subsidiary.
Belvédère’s senior management ensured that these operating rules were formally set down and correctly applied
at each subsidiary throughout the year.
In addition, the Group paid particular attention to all
the factors relating to cash management during the financial year. Accordingly, each entity performed the following
tasks at senior management’s request:
- Drawing up weekly cash position forecasts over a period of 13 weeks;
- Reviewing the bank accounts opened in the subsidiaries’ name and, where applicable, streamlining relationships with banks;
- Applying the working capital management rules determined and monitored by the Group’s Cash Management
Department.
4) Introducing reporting tools
In line with the implementation of the internal controls
described above, the Group Finance Department introduced various monthly and weekly business reports designed to help senior management steer the operating
activities. The main business reports cover the following
topics:
- Weekly 13-week cash position forecasts;
- Monitoring the monthly operating performance;
91
- Identifying legal risk at each entity;
- Identifying the contractual and off-balance sheet commitments made at each entity;
- Identifying delegations of authority.
This information, which is prepared for each entity, is
presented to the members of the Executive Committee on
a monthly basis. The Group then consolidates this data,
in order to obtain a consolidated overview of the Group’s
results with regard to cash position, earnings, risks and
commitments.
5) Internal Audit assignments
Senior management relied on the Internal Audit Department, which was set up in December 2013, with regard to
internal control issues and the performance of investigation assignments.
The priority issues addressed by Internal Audit in 2014
were:
- Determining Group policies and monitoring their application at the subsidiaries;
- Determining the Group reporting process;
- Performing specific audits at the request of senior management;
- Identifying best practices to apply within the Group;
- Identifying business risk;
- Monitoring the action plans aimed at strengthening
the internal control process within the Group.
6) Other
Throughout 2014, Group senior management worked
on raising awareness of the importance of internal control
amongst the subsidiary management teams (meetings with
the Managing Directors, internal control questionnaires,
inclusion of the internal control process in performance
measurement).
The intra-Group cash flows within Belvédère’s entities
were documented at the Finance Department’s initiative.
The twofold goal was the controlling and optimisation of
cash flows (simplification, financial optimisation, etc.).
N OT E 1.2 A CCO U N T I N G R U L E S A N D P O L I C I E S
1. Accounting principles and policies applied
The consolidated financial statements of Belvédère S.A.
and its subsidiaries (the Group) have been prepared in accordance with IFRS (International Financial Repor ting
Standards) as adopted by the European Union and with
IFRS compulsorily applicable as at 31 December 2014.
International accounting standards include IFRS, IAS
(International Accounting Standards) and their interpretations.
The accounting principles and policies applied to the
consolidated financial statements for the year ended 31 December 2014 are identical to those applied to the consoli-
P art 2. L egal
dated financial statements for the previous financial year,
with the exception of IFRS and the corresponding SIC
(Standards Interpretations Committee) and IFRIC (International Financial Reporting Interpretations Committee)
interpretations, for which application is mandatory for financial years beginning on and after 1 January 2014 and
which the Group has not applied in advance.
2. Presentation changes
As part of the standardisation of its accounting practices, the Belvédère Group has changed the presentation of
the following items in its financial statements:
- Revenues: the Group’s revenues are now presented
net of any discounts and commercial benefits granted.
This presentation change only concerns the US subsidiary,
which recognised these costs in its external expenses.
- Excise duties: in accordance with the practices of other
operators in the sector and to improve comparability, the
Belvédère Group has added a line item to its income statement showing revenues excluding excise duties on volumes sold.
The Group retains in inventory the excise duties paid
over the period for products not yet sold and therefore still
included in inventory. These duties will be released from
inventory when the products are sold over subsequent periods.
This new presentation primarily affects the Polish and
Lithuanian entities.
The Group also decided to establish a strict definition of
‘Non-recurring income and expenses’, which is set out in
section 26 of the present Note.
These presentation changes, which have no impact on
the Belvédère Group’s operating profit/(loss), are set out
in section 29 of the present Note – Impact of the change in
presentation.
3. New standards and amendments
The Belvédère Group has reviewed the new amendments, standards and interpretations that came into force
on 1 January 2014.
Accordingly, the Group has applied the following standards as of 1 January 2014:
- IFRS 10 – Consolidated Financial Statements (retrospective application) supersedes IAS 27 – Consolidated and
Separate Financial Statements, which now only covers separate financial statements, and SIC 12 – Consolidation
– Special Purpose Entities.
IFRS 10 defines control as the basis for the consolidation scope, regardless of the percentage of the interest held
in a company.
92
- IFRS 11 – Joint Arrangements (retrospective application) replaces IAS 31 – Interests in Joint Ventures, and SIC
13 – Jointly Controlled Entities.
According to this standard, the recognition of
partnerships must rely on the substance of the agreements
and on an assessment of the resulting rights and obligations. Joint arrangements are recognised in accordance
with the percentage of assets, liabilities, income and expense held by the joint party. Jointly controlled entities are
henceforth only consolidated according to the equity method required by IAS 28 – Investments in Associates and
Joint Ventures, as correspondingly revised (elimination of
the proportional consolidation method).
As the Group already applied the equity method to recognise its interests in jointly controlled entities, none of
these changes has any impact on the financial statements
presented.
- IFRS 12 – Disclosures of Interests in Other Entities,
where an entity owns interests in subsidiaries, joint ventures, associates or structured non-consolidated entities.
The other standards where application became mandatory in the European Union on 1 January 2014 have no impact on the Group’s financial statements. These standards
include:
- Amendments to IFRS 10, IFRS 11 and IFRS 12 – Transition guidance;
- Amendments to IFRS 10, IFRS 11 and IFRS 12 – Investment entities;
- Amendments to IAS 32 – Financial Instruments: Presentation – Offsetting financial assets and financial liabilities;
- Amendments to IAS 36 – Recoverable Amount Disclosures for Non-Financial Assets;
- Amendments to IAS 39 – Novation of Derivatives and
Continuation of Hedge Accounting.
Furthermore, Belvédère has not opted for early application of the following standards, which were adopted by the
European Union on 31 December 2014 but come into force
after the 2014 financial year:
- IFRIC 21 – Levies, the application of which is mandatory for financial years beginning after 17 June 2014. This
interpretation, which relates to the recognition of levies falling within the scope of application of IAS 37 – Provisions,
changes the triggering event used to recognise a liability
relating to the payment of a levy or contribution. The triggering event for the recognition of the liability is now the
date on which the levy falls due. This interpretation applies
retrospectively and its impact would be non-material as at
1 January 2014.
Lastly, the standards and interpretations likely to apply
to the Belvédère Group, which have been published by
the IASB but have not yet been adopted by the European
Union as at 31 December 2014, are as follows:
- IFRS 15 – Revenue from Contracts with Customers;
- IFRS 9 – Financial Instruments (a standard intended
to gradually supersede IAS 39);
- Amendments to IFRS 10 and IAS 28 – Sales or Contributions of Assets between an Investor and its Associate/
P art 2. L egal
Joint Venture;
- Amendments to IAS 16 and IAS 38 – Clarification of
Acceptable Methods of Depreciation and Amortisation;
- Amendments to IAS 16 and IAS 41 regarding Bearer
Plants;
- Amendment to IFRS 11 – Accounting for Acquisitions
of Interests in Joint Operations;
- Amendment to IAS 19 – Employee Contributions;
- Amendment to IAS 27 – Equity Method in Separate
Financial Statements;
- Annual improvements to IFRS, 2012-2014 cycle (published in September 2014);
- Annual improvements to IFRS, 2011-2013 cycle (published in December 2013);
- Annual improvements to IFRS, 2010-2012 cycle (published in December 2013).
The potential impact of the application of these new
standards and amendments on the financial statements is
currently under review.
4. Measurement basis
The financial statements have been prepared according
to the historical cost principle, with the exception of certain asset and liability categories measured at fair value in
accordance with the rules imposed by IFRS.
93
fluencing its exposure or its rights to variable returns from
its involvement with that entity. To assess control, existing
and potential voting rights, which are currently valid or
may be converted in the future, are taken into account.
The financial statements of controlled entities are consolidated from the date when control is obtained until the
date when control ceases.
Full consolidation enables all the assets, liabilities and
income statement items of the companies concerned, and
the share in their income and equity capital attributable
to Belvédère, to be taken into account, after eliminating
intra-Group transactions and income.
All material transactions between consolidated companies, together with any internal income within the consolidated entity (including dividends), are eliminated.
Companies over which the Group has a material influence or exercises joint control, either directly or indirectly, are consolidated using the equity method.
7. Translation method
Translation of the financial statements of subsidiaries
that use a functional currency other than the euro
5. Use of estimates and assumptions
The preparation of IFRS consolidated financial statements requires management to make judgements and estimates and to use assumptions that affect the accounting
principles applied, as well as the valuation of assets, liabilities, income and expenses. Such estimates and assumptions are based on experience and on a set of criteria that
Management considers reasonable and realistic, without
third parties necessarily being in a position to judge those
estimates and assumptions. Actual results may differ from
such estimates.
The underlying estimates and assumptions are reviewed
on an ongoing basis. The impact of these reviews is re corded in the accounting period in which the reviews took
place or in future accounting periods, as applicable.
Information on the main judgements made when applying the accounting principles, and on the main assumptions relating to the use of estimates, is disclosed in the
following notes:
Note 5.1: asset value tests
Note 6.2: valuation of pension commitments
Note 6.5: valuation of financial instruments
6. Consolidation method
Entities controlled directly or indirectly by Belvédère
S.A. are fully consolidated. Control exists where Belvédère
S.A. has the power to direct the entity’s relevant business
activities either directly or indirectly, with a view to in-
The balance sheets of companies whose functional currency is not the euro are converted into euros at the closing exchange rate, while their income statements and cash
flow statements are converted into euros at the average exchange rate for the financial year. The resulting differences
are entered under translation differences in equity capital
until the investments to which they relate are disposed of
or written off.
Goodwill and fair value adjustments arising from the
acquisition of a foreign entity are considered as assets and
liabilities of the foreign entity. They are denominated in
the entity’s functional currency and are converted at the
closing exchange rate.
Transactions denominated in foreign currencies
Transactions denominated in foreign currencies are
converted at the exchange rates in effect on the transaction
date. At the financial year-end, monetary assets and liabilities in foreign currencies shown on the balance sheet are
converted at the closing exchange rate. The resulting differences are entered in the income statement, with the exception of differences arising from transactions equivalent to
net investment transactions, which are directly entered as
translation differences in equity capital.
8. Presentation of current/non-current items
Belvédère presents the assets and liabilities in its
consolidated balance sheet in accordance with a current/
P art 2. L egal
94
non-current classification.
15 years.
An asset is considered as current if it is:
- Used or sold as part of the normal operating cycle;
- Held for transaction purposes over a period of less
than 12 months following the financial year-end;
- A cash management asset whose use is not subject to
restrictions.
Long-term leasehold rights on land in Poland meet the
criteria for recognising an intangible asset under IFRS
and are amortised over the 99-year period of the long-term
lease.
All other assets are classified as non-current.
A liability is considered as current if it is:
- Settled as part of the normal operating cycle;
- Settled within a period of 12 months following the financial year-end.
11. Property, plant and equipment
Land, buildings and plant are valued at their acquisition
cost less accumulated depreciation and any impairment
charges recorded.
Depreciation of property, plant and equipment is calculated according to the straight-line method based on the
component parts and their estimated useful lives.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as
non-current.
9. Business combinations and goodwill
Business combinations are recognised under the acquisition method, pursuant to IFRS 3 revised. Identifiable assets, liabilities and contingent liabilities and non-controlling interests in the acquired entity (minority interests)
are recognised at their acquisition-date fair value after a
maximum 12-month measurement period starting on the
acquisition date.
The difference between 1) the sum of the fair value of
the consideration transferred by the purchaser and the
amount of the minority interests in the acquired entity and
2) the fair value of the identifiable assets and liabilities is
recognised under goodwill. In the event that this difference
is negative (badwill), it is recorded under income (profit)
at the acquisition date.
The transaction expenses incurred by the Group as part
of a business combination, such as business finders’ fees,
legal fees, due diligence fees and other professional and
advisory fees are expensed as they are incurred.
In transactions with minority shareholders, the difference between the price paid and the share of minority interests acquired is directly recorded in equity capital.
10. Trademarks and other intangible assets
Other intangible assets include trademarks, software,
patents, software licensing agreements and long-term
leasehold rights on land in Poland.
Trademarks are not amortised if their useful life can be
considered as indefinite. Trademarks with a finite useful
life in view of their positions on their respective markets
and the valuation of their inherent operating risks are
amortised over their estimated useful life, which is usually
The average depreciation periods applied are as follows:
- buildings (administrative and commercial): 10-50 years
- fixtures and fittings: 3-15 years
- equipment and tools: 5-20 years
- other fixed assets: 3-10 years
If the recoverable value of property, plant and equipment is lower than its net book value, its book value is
written down accordingly.
Assets held under finance leases that substantially transfer the risks and rewards of ownership to the Group are recognised as fixed assets. These fixed assets are depreciated
according to the straight-line method based on their estimated useful life, or the term of the lease if it is shorter.
The corresponding liability is entered under liabilities.
12. Biological assets
IAS 41 provides for the recognition of biological assets
and their production at fair value, subject to the possibility
of obtaining a reliable price reference (e.g. based on an active market).
The Group’s vines (plantations), which are recorded as
fixed assets, meet the definition of biological assets under
IAS 41. Their fair value cannot be reliably measured separately from the value of the land. In fact, the plantations
are physically linked to the land on which they grow and
there is no separate market for these plantations. Consequently, the vines are measured at cost less depreciation
and impairment charges, and no subsequent revaluation is
performed.
13. Impairment of fixed assets
Fixed assets with an indefinite useful life are tested for
impairment at least once a year, and more often if there is
evidence of impairment. Fixed assets with a finite useful
life are tested for impairment whenever there is evidence
of impairment.
P art 2. L egal
The test consists in comparing the recoverable value of
an asset or cash generating unit (CGU) with its book value.
The recoverable value of the CGU is the higher of the
values determined in accordance with the following two
methods:
- The value-in-use calculated by discounting the future
cash flows generated by the asset tested or by the CGU to
which it belongs;
- The fair value less selling costs obtained using the
stock market comparables method, or else by reference to
market values for comparable assets.
Value-in-use is determined on the basis of discounted
future cash flows determined according to the 2018 BIG
strategic plan. The translation of the strategic plan into
cash flows was based on a certain number of key assumptions and judgements aimed at determining the trend in
the markets in which the Group operates. As a result, the
actual cash flows may differ from the estimated forecast
cash flows used in order to determine value-in-use. Discount and long-term growth rates derived from analyses of
the sector in which the Group operates are applied in order
to estimate value-in-use. The discount rates used are posttax rates specific to each geographical region and applied
to post-tax cash flows.
For the purposes of this test, fixed assets that cannot be
tested individually are grouped into CGUs and the goodwill is assigned to the various CGUs (or group of CGUs).
CGUs are uniform groups of assets whose ongoing use
generates cash inflows that are mostly independent of the
cash inflows generated by other asset groups. From a practical standpoint, the Belvédère Group’s CGUs correspond
to the geographical regions identified in the 2018 BIG
plan.
Where the recoverable value of a CGU is lower than its
net book value, the corresponding impairment is assigned
first to goodwill and is recognised in operating profit/
(loss) on the Non-recurring operating expenses line.
Pursuant to IAS 36, the Group assesses the sensitivity
of the values resulting from impairment tests on the CGUs
to which material amounts of goodwill and/or intangible
assets with an indefinite useful life are attached, in relation
to the key assumptions used in these tests (terminal year
operating margin) and to the discount rates and long-term
growth rates applied.
In the case of the assets tested, the assessment consists
in (i) consecutively varying the key assumptions and rates
selected and comparing the simulated recoverable values
obtained with the book value, in order to calculate the
potential impairment for each asset, and (ii) determining
the amount above which the value of the key assumption
would have to be adjusted in order for the recoverable value to be equal to the book value.
95
Trademarks are considered as individual assets and are
tested separately from other assets and separately from the
CGUs. The test on trademarks is initially per formed as
part of the impairment tests (before the tests performed
on the CGUs).
The recoverable value of a trademark is the higher of its
net resale value and its value-in-use. Value-in-use is calculated by discounting the future surplus cash flows generated by the trademark.
An impairment charge is reversed, except in the case of
goodwill, if the information underlying the recoverable
value calculation changes (the increase in the book value
of an asset due to the reversal of an impairment charge is
limited to the book value after amortisation and depreciation that would have been determined if no impairment
charge had been recorded in the first place).
14. Financial instruments
Financial instruments include financial assets and liabilities.
Some financial instruments are valued at fair value. Fair
value is defined as the amount for which an asset could be
exchanged, or a liability settled, between knowledgeable
and willing parties under normal market conditions. Listed
prices on an active market represent the best indication of
financial instruments’ fair value. In the absence of such
listed prices, fair value is determined by applying recognised valuation techniques based on “observable” market
data.
Financial assets held for sale:
Equity investments in non-consolidated companies
are classified in this category. These assets are recognised
at their acquisition cost on the balance sheet when they
are initially recognised. Changes in the fair value are recognised directly in equity capital except in the event of
material or permanent impairment.
Financial derivatives:
The Group uses financial derivatives to hedge its currency and interest rate risk. These financial instruments are
initially recognised at their fair value, which usually corresponds to the transaction price, under other current assets
or liabilities on the balance sheet, and are subsequently
valued at their market value (fair value). Changes in fair
value are entered in the income statement.
Some derivatives can be classified as fair value hedges
(hedges against currency and interest rate risks), or as cash
flow hedges (in the event of future purchases or sales).
P art 2. L egal
Hedge accounting applies to these derivatives if the following criteria are met:
- the hedging relationship is clearly defined and appropriate documentation exists on the date when the transaction is arranged;
- the effectiveness of the hedge can be reliably demonstrated from the outset.
96
rivatives with fixed or determinable payments, which are
not listed on an active market.
They include receivables related to equity investments,
other loans and receivables granted to non-consolidated
entities. These instruments are valued at fair value when
first recognised, and then at amortised cost.
The accounting consequences of hedge accounting are
as follows:
- Fair value hedges
The hedge and the hedged item are valued at their fair
value. Changes in their fair value are symmetrically entered
in the income statement. Where the hedge is effective, the
change in the fair value of the hedging instrument offsets
the opposite change in the fair value of the hedged item.
Trade receivables are measured at fair value when they
are initially recognised, and an impairment charge is recorded when it appears that their recovery is uncertain.
This impairment charge, which is determined on a caseby-case basis, is equal to the initial value of the receivable
excluding tax and the estimated recoverable value.
- Future cash flow hedges
The hedging instrument is valued at fair value. The effective portion of the change in fair value is entered directly in equity capital, while the ineffective portion is entered
in the income statement.
Trade receivables not due that are assigned under a
factoring agreement and that do not meet the IAS 39 deconsolidation criteria are retained under Trade and other
receivables. A payable is recorded in consideration for the
cash received.
The amounts recorded in equity capital are subsequently
taken to the income statement when the hedged transaction is performed.
Loans and debt instruments:
Bank loans and debt instruments are initially measured
at fair value less the transaction costs directly attributable
to the transaction.
15. Trade receivables
16. Inventory
Inventory is valued at the lower of its actual cost price
and its net realisable value. The cost price includes purchase costs, processing costs and other costs incurred
to bring the inventory to its present location and condition. The cost price is usually calculated according to the
weighted average unit cost method.
17. Impairment of financial assets
They are subsequently valued at their amortised cost
using the effective interest rate method.
The effective interest rate is the rate used to accurately
discount the future cash inflows and outflows over the specified term of the financial instrument, or over a shorter
period, where applicable, in order to obtain the net book
value of the financial asset or liability.
A financial asset is impaired if there is objective evidence
that one or several events have had a negative impact on
the asset’s estimated future cash flows.
The impairment of a financial asset valued at amortised
cost corresponds to the difference between its book value
and the value of the estimated future cash flows discounted
at the financial assets’ original effective interest rate.
Composite instruments:
Certain financial instruments contain both debt and
equity components. The different components of these
instruments are recognised under equity capital and debt
instruments respectively, in accordance with IAS 32. Where
the fair value of the composite instrument is broken down
between its debt and equity components, the equity component is defined as the difference between the fair value of
the overall composite instrument and the debt component.
The debt component is calculated as the market value of a
debt instrument that has similar characteristic features but
does not include an equity component.
Loans and receivables:
Loans and receivables are financial assets other than de-
A separate impairment test is carried out on each material financial asset. Other assets are tested in groups that
display similar credit risk characteristics.
Impairment charges are recognised in the income statement.
18. Cash and cash equivalents
Cash and cash equivalents include immediately available cash items: cash at bank, short-term deposits, units
in UCITS that meet the definition of cash equivalents and
short-term investments with a term of less than three months. All cash and cash equivalent components are valued at
fair value through the income statement.
P art 2. L egal
To the extent that they are considered as financing, bank
overdrafts are not included in cash and cash equivalents.
19. Deferred taxes
In accordance with IAS 12, deferred tax is calculated for
all temporary differences between the book values of assets
and liabilities and their tax bases.
The tax rate used is the statutory tax rate in effect at
the date when the temporary difference will reverse, i.e.
usually the tax rate for the current financial year or the rate
forecast for subsequent financial years, if it is known with
certainty.
Deferred tax liabilities are automatically recognised,
while deferred tax assets are only recognised if there is a
reasonable chance that they will be realised in the short
term.
20. Treasury shares
In accordance with IAS 32, treasury shares are deducted
from consolidated equity capital at their acquisition cost.
The income from the disposal of these shares is offset in the
consolidated income statement.
97
In the case of basic and other defined contribution schemes, the Group expenses the contributions payable as they
fall due and no provision is recorded, since the Group has
no commitments in addition to the contributions paid.
In the case of defined benefit schemes, these commitments are covered either by dedicated insurance funds or
by provisions on the balance sheet, and are determined on
the basis of actuarial valuation using the projected unit
credit method, in accordance with IAS 19 revised, while
factoring in staff turnover rates, mortality rates and the foreseeable trend in remuneration. The discount rate used is
determined by the actuaries in their annual report.
The fair value of the plan assets is deducted from the
provisions on the balance sheet.
The income and expense recorded in connection with
defined benefit schemes primarily corresponds to:
- The cost of services rendered during the financial year
and of past services recognised in operating income;
- The unwinding of the discount for the discounted value of the commitments, net of the expected return from
the plan assets, which is recognised in financial income.
Actuarial differences are recognised in items of other
comprehensive income.
21. Provisions
In accordance IAS 37, the Group records provisions as
soon as present obligations (legal or constructive) arising
from past events materialise, it is likely that outflows of resources representing economic benefits will be necessary to
settle those obligations, and the amount of these outflows
can be estimated on a reliable basis.
Provisions primarily include provisions for tax risks and
for employee and commercial disputes.
Where the time value is material, the amount of the provision is calculated by discounting expected future cash
flows at the pre-tax discount rate reflecting the market’s
current assessment of the time value of money and, where
appropriate, the specific risk of the liability. The effects
relating to the unwinding of the discount are recorded in
financial expense.
22. Investment subsidy
The option chosen to present investment subsidies is
their recognition under deferred income, as authorised by
IAS 20.
The subsidy is transferred to income over the useful life
of the asset to which it is attached.
23. Employee benefits
The Group contributes to pension and retirement benefit schemes in accordance with the laws and practices in
each country where it operates.
Actuarial provisions are also recorded for a certain number of benefits, such as long-service awards and anniversary bonuses in various countries.
24. Discontinued operations
In accordance with IFRS 5 – Non-Current Assets Held
for Sale and Discontinued Operations, assets and liabilities
held for sale are presented separately on the balance sheet
at a value that represents the lower of their book value and
their fair value less selling costs. These assets are no longer depreciated. An asset is considered as held for sale if
recovery of its book value is mainly dependent on a sale
transaction rather than on continual use. The asset must be
available for immediate sale and its sale must be highly likely. The balance sheet items relating to discontinued operations are presented on specific lines in the consolidated
annual financial statements. Income statement items relating to these held-for-sale or discontinued operations are
separated out in the financial statements for all the periods
shown, if they are of a material nature for the Group.
25. Revenue recognition
Revenues arising from the sale of products are recognised net of any discounts and commercial benefits
granted and net of sales taxes, if the risks and rewards of
ownership have been transferred to the customer or if the
service has been provided.
Pursuant to IAS 18, some marketing costs, such as joint
advertising campaigns with distributors, the cost of listing
new products or point-of-sale promotional and advertising
initiatives are deducted from revenues, if there is no dis-
P art 2. L egal
tinct service where the fair value can be reliably measured.
98
27. Net financial income
The presentation of Group revenues was changed over
the period via the addition of the new line item showing
revenues excluding excise duties paid by the Group on
products sold over the period.
Net financial income includes the gross cost of debt, income from cash and cash equivalents, other financial income and expenses, and changes in the fair value recorded
for debt instruments.
Excise duties paid by the Group in respect of products
included in Group inventory at the year-end date are retained in inventory.
All interest expenses are recorded in the year when they
are incurred.
28. Earnings per share
The impact of this restatement on the Group’s income
statement is explained in section 29 below.
26. Underlying operating profit/(loss)
Underlying operating profit/(loss) is generated by the
operations in which the Company is involved as part of its
business affairs, as well as by the related activities that it
performs on ancillary basis as an extension of its normal
business activities.
Non-recurring operating income and expenses are excluded from underlying operating profit/(loss) where they
are the result of unusual events or transactions.
Earnings per share are calculated by dividing net profit, Group share, by the average number of shares outstanding during the financial year, after deduction of treasury
shares.
Diluted earnings per share are calculated by taking into
account the impact of dilutive factors on the average number of shares outstanding (treasury warrants, or “BSAR”,
are excluded from the calculation basis).
29. Impact of the presentation change
The presentation changes made by the Group over the
financial year break down as follows:
Accordingly, the following items are considered as
non-recurring:
- Gains or losses on asset disposals;
- Impairment of goodwill and fixed assets;
- Restructuring expenses;
- Items relating to the Group’s financial restructuring.
Gross revenues
Excise duties
Purchases consumed
External charges
Personnel costs
Taxes and levies
2013
published
859 911
859 911
(360 186)
(85 502)
(63 903)
(337 665)
(8 461)
11 558
(15 473)
279
32 436
(68 453)
(35 737)
Commercial
Reclassification
discounts and
of excise duties
benefits US
(3 047)
(317 298)
(11 471)
3 047
328 770
2013 restated
856 864
(317 298)
539 566
(371 657)
(82 455)
(63 903)
(8 895)
(8 461)
11 558
(15 473)
279
32 436
(68 453)
(35 737)
P art 2. L egal
Gross revenues
Excise duties
Purchases consumed
External charges
Personnel costs
Taxes and levies
2012
published
894 935
894 935
(381 889)
(91 515)
(65 961)
(349 864)
(9 818)
9 225
(14 162)
(9 048)
8 023
(83 951)
(84 976)
Note 2. Change in consolidation scope
In 2014
As part of the measures aimed at streamlining the Polish
organisational structure, Hasis, TMT Centrum, Rokicki,
Wawrz yniak II, HZ, Tritex, Redo, M iltihur t and MAAK
were merged with Sobieski Trade during the year.
In France, Distilleries Françaises merged with Marie Brizard as at 31 December 2014, while the Group’s interest
in CI Nolet & Co was sold for a transaction value of €3.5
million.
The three Ukrainian companies, Belvédère Ukraina, Italiano Ukrainian and Boisson Elite, were deconsolidated.
These companies, which have seen their business volumes
shrink considerably, and whose outlook is doubtful, are
the subject of liquidation proceedings announced on 22
January 2014. As the Group has lost control over these entities, they were deconsolidated at the beginning of 2014.
To hedge its exposure to Ukraine, the Group has written
off all its receivables against these entities, which amount
to €4.3 million.
In 2013
There was no change in the consolidation scope during
the 2013 financial year.
Please note the change in the percentage interest held in
the Bulgarian subsidiaries between 31 December 2012 and
31 December 2013.
In 2012
One company was founded in Latvia in May 2012, Bel-
99
Commercial
Reclassification
discounts and
of excise duties
benefits US
(3 035)
(340 636)
(494)
3 035
341 130
2012 restated
891 900
(340 636)
551 264
(382 383)
(88 479)
(65 961)
(8 734)
(9 818)
9 225
(14 162)
(9 048)
8 023
(83 951)
(84 976)
vedere Distribution SIA Latvia, a wholly owned subsidiary
of the Lithuanian company Belvedere Prekyba. This company had no significant business activities in the 1st half
of 2012.
In July 2012, a Belarus company named Galiart Group
was founded via a contribution of assets from Galiart,
another Belarus company. The former company is wholly
owned by the latter. Galiart Group is intended to act as
the holding company for certain Group property assets in
Belarus, and has no business activities.
Discontinued operations
In its strategic plan, the Group announced its desire to
sell non-strategic assets and assets that generate operating
losses. These are primarily wholesale activities in Poland,
superfluous production equipment in Poland and property
assets in Poland and France.
As at 31 December 2014, Belvédère’s Management reviewed the progress of the sale process for each asset identified according to the following criteria:
- Availability of the asset;
- Sale plan initiated by the management team;
- Programme in place for finding a buyer;
- Likelihood of a sale within a period of less than one
year.
The Belvédère Management believes that three assets
meet the above criteria: Galerie Alkoholi, the Polish company, for which the last conditions precedent to the sale
have been lifted, Galiart, the Belarus company, which
was sold in February 2015, and the Fondaudège facility in
France.
As a reminder, the Group must obtain the agreement of
the judge responsible for the execution of the plan in the
P art 2. L egal
100
event of a disposal, as part of its business continuity plan.
There were no discontinued operations during the comparable period comprising financial years 2012 and 2013.
Geographical regions
Note 3. Segment information
(€000)
Third party revenues
Inter-segment revenues
Revenues
Excise duties
Revenues excluding excise duty
The financial information for each segment is presented
in the same manner as the internal reporting process used
to measure the Group’s performance.
Poland
388 631
14 658
403 288
(209 672)
193 616
(1 958)
Western
Europe
232 315
1 277
233 592
Lithuania
Bulgaria
Other
Countries
29 436
5 705
266
5 971
233 592
60 380
755
61 135
(38 607)
22 528
5 971
29 436
(1 572)
27 864
9 309
1 518
(401)
(168)
Holding
Inter- 31 December
2014
Company
segment
62
716 529
4 022
(20 978)
4 084
(20 978)
716 529
(249 851)
4 084
(20 978)
466 678
(7 258)
1 042
Other operating income and expenses
Tax (charge)/income
(14 956)
(4 224)
(60)
Profit/(loss)
(18 198)
5 152
9 875
15 899
30 926
24 446
98 732
14 430
137 608
334
118
8 120
8 572
177
2 239
2 416
1 235
2 163
3 399
762
71
833
29 932
110 900
42 922
183 753
3 912
36 211
8 100
(6 897)
(6 795)
47 726
82 257
(20 452)
(45 467)
(2 829)
46
286
(31 170)
(99 587)
Capital employed
14 385
128 352
13 842
(4 436)
(3 110)
17 389
166 423
Capital expenditure
2 263
(3 001)
1 986
(2 906)
211
(962)
160
(326)
141
(164)
84
(23)
4 847
(7 382)
Western
Europe
257 986
2 303
260 289
Lithuania
Bulgaria
Other
Countries
36 767
Goodwill
Intangible assets
Fixed assets
Working capital
Deferred taxes and non-current liabilities
(€000)
Revenues
Excise duties
Poland
505 154
16 594
521 748
(282 246)
239 502
810
260 289
50 708
1 304
52 012
(33 285)
18 727
6 246
413
6 659
6 659
36 767
(1 768)
34 999
12 490
603
(2 329)
3 284
Holding
Inter- 31 December
Company
segment 2013 restated
3
856 864
43
(20 656)
46
(20 656)
856 864
(317 298)
46
(20 656)
539 566
(14 579)
279
(36 017)
226 170
(272)
307
190 467
Share of profit and loss of associates
Tax (charge)/income
Profit/(loss)
Goodwill
Intangible assets
Fixed assets
5 857
10 275
18 529
34 661
24 446
98 725
17 667
140 838
343
57
8 936
9 336
187
2 124
2 311
1 242
4 390
5 632
755
7
762
30 646
111 240
51 653
193 539
Working capital
36 941
52 816
8 721
(2 317)
(10 170)
36 465
122 456
(25 573)
(46 897)
(2 933)
134
(1 230)
(36 081)
(112 579)
Capital employed
46 029
146 756
15 125
127
(5 768)
1 146
203 415
Capital expenditure
1 321
(3 541)
1 177
(2 746)
243
(1 071)
1 547
(690)
275
(407)
3
(6)
4 565
(8 461)
P art 2. L egal
(€000)
Revenues
Excise duties
Poland
536 293
17 935
554 228
(306 843)
247 385
8 608
Western
Europe
260 208
1 611
261 819
101
Lithuania
Bulgaria
9 104
1 115
10 219
261 819
47 424
3 641
51 065
(32 004)
19 061
10 219
Other
Countries
38 857
46
38 903
(1 788)
37 115
3 962
380
(5 161)
(7 027)
Holding
Inter- 31 December
Company
segment 2012 restated
13
891 899
46
(24 394)
59
(24 394)
891 899
(340 636)
59
(24 394)
551 264
(9 809)
(9 047)
(75 928)
(24 562)
211
(9 231)
(118 557)
Tax (charge)/income
Profit/(loss)
5 972
15 021
21 315
42 309
24 446
114 083
24 417
162 946
350
27
9 810
10 187
362
18 664
19 026
1 484
5 260
6 744
756
9
765
30 768
131 733
79 475
241 976
(345)
48 957
6 928
1 186
(8 344)
(22 829)
25 553
(1 949)
(35 374)
(3 075)
39
810
(128)
(39 677)
Capital employed
40 015
176 529
14 039
20 252
(790)
(22 192)
227 853
Capital expenditure
947
(3 952)
1 034
(3 331)
1 118
(907)
735
(1 103)
229
(515)
7
(9)
4 070
(9 817)
Goodwill
Intangible assets
Fixed assets
Working capital
Belvédère generated net consolidated revenues of €466.7
million in 2014, down 13.5% from 2013.
The revenues set out above take into account the new
presentation rules described in section 2 of Note 1.2 – Accounting principles and policies.
P art 2. L egal
102
Note 4. Notes to the income statement
Note 4.1 External expenses
(€000)
Marketing and promotion
Rental and maintenance
Transport
Other external services
External charges
2014
2013 restated
2012 restated
(18 029)
(13 052)
(11 236)
(31 982)
(74 298)
(24 602)
(14 065)
(14 161)
(29 626)
(82 455)
(27 203)
(14 208)
(15 677)
(31 392)
(88 479)
As a reminder, the Group signed a four-year partnership
agreement with Bruce Willis, the US actor and film producer, for the promotion of Sobieski Vodka in 2009. This
agreement ended in January 2014.
The main changes in external expenses in 2014 mainly consisted of a €6.6 million reduction in marketing expenses. This decrease was primarily due to the full-year
effect of the termination of the representation agreement
with Bruce Willis.
Note 4.2 Personnel costs
2014
2013
2012
Payroll
Social security and personal insurance charges
Retirement provisions
Others
(43 638)
(13 839)
(266)
(194)
(48 643)
(14 747)
(263)
(250)
(50 602)
(15 238)
61
(182)
Personnel costs
(57 937)
(63 903)
(65 961)
(€000)
Group headcount at year-end
31 December 2014
31 December 2013
31 December 2012
2 493
2 975
3 142
Total headcount
The most significant changes over the 2014 financial
year were as follows:
- Restructuring in Poland (-223 people) and Bulgaria
(-96 people);
- The removal of 103 people from the Ukraine headcount
following the deconsolidation of the subsidiary.
Note 4.3 Other operating income and expenses
(€000)
Provisions and reversals
Proceeds from disposals of fixed assets
Income
Expenditure
2014 net
2013 net
2012 net
10 490
(6 992)
3 498
4 254
14 744
(6 018)
(13 010)
(1 764)
1 734
(1 625)
2
(2 294)
(3 917)
(2 362)
(159)
(2 415)
(4 936)
P art 2. L egal
103
Note 4.4 Non-recurring operating income and
expenses
(€000)
Impairment of goodwill, fixed assets and PP&E
Restructuring income and expenses
Gains/losses on asset disposals
Items related to Group financial restructuring
Other non-recurring income and expenditure
(€000)
(€000)
Non-recurring income and expense reflects transactions
of a non-recurring nature, and is excluded from income
from continuing operations to clarify comprehension and
enable comparison between the periods presented.
2014 non-recurring net income broke down as follows:
- The impairment relates to a €0.7 million impairment
charge on a biogas plant in Poland;
- The net restructuring expenses primarily consist of the
costs relating to the closure of entities in India, Belarus
and Ukraine (€5.4 million), the reorganisation of the sales
force in Poland (€1.0 million) and the departure of employees who were not replaced at the French (€0.9 million)
and US (€0.7 million) entities;
- Net income from asset disposals is primarily related to
the disposal of shares in CI Nolet & Co, in an amount of
€1.0 million;
- The main expenses relating to the Group’s financial
restructuring were:
o The fees excluding tax payable to Krzysztof Trylinski in relation to his support contract, which amounted
to €2.3 million. Krzysztof Trylinski provided no services
under this contract in 2014;
o A €3 million charge relating to the impairment
of a stock of vodka acquired by one of the Polish entities in
2013. The assessments performed on this vodka show that
the purchase value of the stock is not in line with observed purchase prices for vodkas in the same category. The
Group reserves the right to initiate proceedings in connection with this purchase;
o Expenses and fees relating to various legal
proceedings, which amounted to €1.7 million.
Income
Expenditure
2014 net
2 439
5 208
765
8 412
(674)
(11 122)
(4 554)
(7 018)
(23 368)
(674)
(8 683)
654
(6 253)
(14 956)
Income
Expenditure
2013 net
32 436
(68 453)
(36 017)
Income
Expenditure
2012 net
8 023
(83 951)
(75 928)
Other operating income amounted to €32.4 million in
2013 and primarily consisted of €21.1 million in proceeds
from the disposal of assets, and of the reversal of a provision for FRN fees amounting to €9.1 million.
Other operating expenses amounted to €68.5 million in
2013, including the €22.8 million net book value of the assets sold, €20.1 million in fees relating to legal proceedings
and €9.2 million in asset impairment charges.
P art 2. L egal
104
Note 4.5 Net financial income
Expenditure
2014
2013
2012
249
(1 579)
(1 579)
249
(1 579)
(1 330)
165
(7 762)
(7 597)
438
(21 887)
(21 449)
Income
Expenditure
2014 net
2013 net
2012 net
Exchange gains/losses
Discounting effects
Other income
100
5 087
915
(262)
(2 305)
(6 934)
(162)
2 783
(6 019)
(5 778)
1 392
564
708
6 811
(205)
(9 705)
504
(2 895)
(88)
(1 946)
30 420
203 942
1 438
233 767
Net financial items
7 060
(11 284)
(4 224)
226 169
(24 561)
(€000)
Income
Interest and similar charges
(€000)
The decrease in the cost of debt compared with previous
periods was primarily due to the Group’s financial restructuring, which took place in 2013. Interest and similar expense amounted to €1.6 million in 2014 and primarily corresponded to the cost of bank overdrafts for some entities.
249
710
(3 112)
Other financial income and expense was primarily affected by foreign exchange gains and losses and by the
impact of discounting the liabilities declared by creditors
(excluding the FRN and bonds with redeemable warrants
[OBSAR]) during the implementation of the rehabilitation
plan and the arrangement of the carry-back receivable.
Note 4.6 Income tax
(€000)
Current tax
Deferred taxes
Income tax expenses
Current taxes
The regions incurring the largest current tax charge are
Brazil (€0.3 million) and the Baltic states (€0.2 million).
The Polish entities recognised a portion of their tax-loss
carry-forward in 2014.
2014
2013
2012
(1 019)
958
(60)
1 566
(1 839)
(272)
(9 163)
(68)
(9 231)
The Group has tax-loss carr y-for wards, primarily in
France (€209.4 million as at 31 December 2014), the US
and Poland.
Given the outlook regarding short-term taxable income, the Group only recognised €0.9 million of its tax-loss
carry-forwards in Poland.
Reconciliation of the effective tax charge with pre-tax
income
(€000)
Total consolidated net income/(loss)
Share of profit/(loss) of associates
Less net profit/(loss) from discontinued operations
Tax (charge)/income
Pre-tax net profit/(loss)
Theoretical tax charge at statutory rate (36.10%)
Permanent tax differences
Provision for taxes
Impact of tax losses brought forward
Recognition/(derecognition) of prior losses not recognised/(recognised)
Impact of goodwill impairment charges
Unrecognised deferred tax
Impact of losses not recognised
Income tax on French companies at different rates
Income tax on foreign companies at different rates
Tax credits
Other impacts
Actual tax expense
2014
2013
2012
(18 198)
190 467
(307)
(118 558)
(211)
60
(18 138)
6 548
(1 870)
989
643
272
190 433
(68 746)
74 218
175
3 451
(906)
(6 631)
(258)
(174)
693
10 097
(16 762)
(714)
(1 230)
146
9 231
(109 538)
39 543
(1 360)
(6 367)
120
(7 314)
(16 871)
11 045
(28 908)
(330)
1 277
(60)
(272)
(67)
(9 231)
P art 2. L egal
105
Unrecognised tax losses primarily belong to the French
sub-group, including €4,833,000 for Belvédère SA and
€1,256,000 for Marie Brizard.
Change in deferred tax asset and liability balances
(€000)
Deferred tax assets
Net deferred tax assets
(€000)
Deferred tax assets
(€000)
Deferred tax assets
2013
Recorded in
the income
statement
Reclassification
Change in
consolidation
Translation
differences
2014
2 497
40 731
(38 234)
2 144
1 186
958
(1 358)
(3 300)
1 957
(1)
31
(32)
111
120
(10)
3 393
38 768
(35 360)
2012
Recorded in
the income
statement
Reclassification
Translation
differences
2013
4 373
40 880
(36 507)
(2 454)
(614)
(1 840)
1 202
1 133
176
(624)
(668)
44
2 497
40 731
(38 234)
2011
Recorded in
the income
statement
Reclassification
Translation
differences
2012
11 006
47 422
(36 416)
(6 849)
(6 781)
(68)
216
239
(23)
4 373
40 880
(36 507)
The deferred tax assets primarily consist of recognised
tax losses and deferred tax arising from temporary differences. Tax-loss carry-forwards are recognised by companies that expect to be able to use these losses in the short
term.
Deferred tax liabilities mostly relate to asset valuation
differences recorded at the time these assets were acquired,
primarily within the Marie Brizard sub-group.
Change in
consolidation
Tax receivables shown on the balance sheet
The amount of the tax receivables shown on the balance
sheet as at 31 December 2014 (€33,164,000) primarily corresponds to Belvédère’s carry-back receivable. The repayment of this receivable (€31,011,000) was obtained on 26
February 2015.
Note 4.7 Earnings per share
Numerator(€000)
Net profit/(loss), Group share
Net profit/(loss) from continuing operations, Group share
Denominator(number of shares)
Number of shares outstanding after dilution
Earnings per share (in €)
Net earnings per share from continuing operations, Group share (€)
Diluted net earnings per share from continuing operations, Group share (€)
2014
2013
2012
(19 096)
(19 096)
190 260
190 260
(117 792)
(117 792)
26 479 328
32 429 232
19 077 206
25 027 382
2 996 118
2 996 118
-0,72 €
-0,72 €
-0,72 €
-0,72 €
9,97 €
7,60 €
9,97 €
7,60 €
-39,31 €
-39,31 €
-39,31 €
-39,31 €
P art 2. L egal
106
Note 5. Notes on consolidated assets
Note 5.1 Goodwill
(€000)
Gross goodwill:
- France
- Poland
- Ukraine
- USA
- Others
Impairment:
- France
- Poland
- Ukraine
- USA
- Others
Net goodwill
(€000)
Gross goodwill:
- France
- Poland
- Ukraine
- USA
- Others
Impairment:
- France
- Poland
- Ukraine
- USA
- Others
Net goodwill
(€000)
Gross goodwill:
- France
- Poland
- Ukraine
- USA
- Others
Impairment:
- France
- Poland
- Ukraine
- USA
- Others
Net goodwill
Opening
31/12/2013
Impairment
186 760
143 216
41 461
327
1 315
441
(156 114)
(118 770)
(35 604)
(327)
(1 315)
(97)
30 646
Opening
31/12/2012
Change in
consolidation
Transfer
Translation
differences
Closing
31/12/2014
(7 483)
(1 420)
(1 015)
(7 156)
(327)
(1 361)
(1 005)
176 842
143 216
31 939
(59)
1 332
(10)
852
6 692
327
1 273
852
1 315
372
(146 910)
(118 770)
(26 787)
1
(462)
59
(88)
(164)
(1 315)
(38)
29 932
Change in
consolidation
Transfer
Translation
differences
Closing
31/12/2013
(855)
10
(122)
186 760
143 216
41 461
327
1 315
441
(156 114)
(118 770)
(35 604)
(327)
(1 315)
(97)
30 646
Translation
differences
Closing
31/12/2012
3 660
187 615
143 216
42 278
349
1 315
457
(156 847)
(118 770)
(36 306)
(349)
(1 315)
(107)
30 768
7 020
Impairment
187 615
143 216
42 278
349
1 315
457
(156 847)
(118 770)
(36 306)
(349)
(1 315)
(107)
30 768
Opening
31/12/2011
183 955
143 216
38 637
357
1 315
430
(107 519)
(80 428)
(25 665)
(1 315)
(111)
76 437
(817)
(22)
(16)
733
702
22
Impairment
Change in
consolidation
Transfer
3 641
(8)
(46 733)
(38 342)
(8 036)
(355)
(46 733)
27
(2 595)
(2 605)
6
4
1 065
P art 2. L egal
107
The goodwill arose from the historical brand acquisi- France
tions made by the Belvédère Group. The three most important acquisitions were Marie Brizard, William Peel, and Assumptions adopted
Berger.
Value adopted
Change in
assumptions
Discount rate
7,80%
+0.5 pt
Growth rate to infinity
2,00%
-0.5 pt
The changes in the consolidation scope set out in the Operating margin
8,46%
-0.5 pt
table below relate to the deconsolidation of the Wawrzynia Impact of combined application of discount rate and growth rate
trademark in Poland as a result of its liquidation.
Simulated Impact on value
value
in use (€000)
8,30%
1,50%
7,96%
Impact of combined application of discount rate and operating margin
I M PA I R M E N T T E S T S O N G O O D W I L L :
(25 409)
In view of the value of the assets as at 31 December
2014, the sensitivity tests show that no impairment charges
would need to be recorded in the event of a change in the
assumptions, as simulated above.
A review of the Group’s assets was performed as at 31
December 2014, in accordance with IAS 36. The cash management plans used for these tests were based on the assumptions presented to investors as part of the 2018 BIG
- Lituanie
strategic plan. The key assumptions used to prepare this
plan specifically include the expected growth rates for the Assumptions adopted
wine and spirits sector and the Group’s ability to successfully implement the initiatives described in the plan pre- Discount rate
sentation under Note 1.1 – Highlights.
Value adopted
Change in
assumptions
9,50%
+0.5 pt
2,00%
-0.5 pt
Operating margin
13,93%
-0.5 pt
Impact of combined application of discount rate and growth rate
Impairment tests were performed on the following reImpact of combined application of discount rate and operating margin
value
in use (€000)
10,00%
1,50%
13,43%
gions in 2014: France, Poland and Lithuania.
No impairment charge was recorded for 2014 on the basis of the goodwill impairment tests.
SENSITIVITY TESTING
- Poland
Assumptions adopted
Value adopted
Change in
assumptions
Discount rate
10,00%
+0.5 pt
2,00%
-0.5 pt
Operating margin
12,57%
-0.5 pt
(15 362)
(12 949)
(11 091)
(26 230)
value
in use (€000)
10,50%
1,50%
12,07%
(5 386)
(4 302)
(3 914)
(9 150)
(9 012)
(1 621)
(1 310)
(1 121)
(2 758)
(2 655)
P art 2. L egal
108
Note 5.2 Trademarks and other intangible assets
(€000)
Concessions and patents
Trademarks
Other intangible assets
Gross
Trademarks
Amortisation and provisions
Net
(€000)
Trademarks
Gross
Trademarks
Net
Opening
31/12/2013
2 257
138 645
21 251
162 153
Acquisitions
Opening
31/12/2012
2 348
154 702
21 243
178 294
Movements and
Change in
reclassifications consolidation
(61)
(8)
231
292
(67)
(128)
(45)
(53)
61
292
Acquisitions
57
275
332
332
Translation
differences
(11)
(11)
2 244
138 475
21 031
161 750
(1 447)
(36 065)
(13 339)
(50 850)
110 900
(853)
38
99
883
29
1
1
6
115
202
324
(29)
(390)
(23)
(11)
(179)
Disposals
Net
charges/impairment
Movements and
Change in
(141)
(15 674)
(41)
(15 856)
(15 856)
Closing
31/12/2014
(6)
(170)
(327)
(503)
(18)
(33)
(339)
(390)
(780)
(32 112)
(13 667)
(46 560)
131 734
Net
charges/impairment
62
(642)
(36 147)
(14 123)
(50 912)
111 240
Disposals
Translation
differences
Closing
31/12/2013
(9)
(383)
(226)
(618)
2 257
138 645
21 251
162 153
131
(3 976)
(520)
(4 366)
8
(58)
64
14
(642)
(36 147)
(14 123)
(50 912)
(4 366)
(605)
111 240
(1) The Danzka trademark was sold for €19,400,000
on 10 April 2013, resulting in a €3,726,000 capital gain.
€15,400,000 was received when the agreement was signed,
while the €4 million balance was placed in an escrow account with Caisse des Depots et Consignations until 10
May 2014 (12 months and 30 days, which corresponds to
the warranty period).
(€000)
Trademarks
Gross
Trademarks
Net
Opening
31/12/2011
2 401
154 283
20 200
176 885
Acquisitions
40
40
(820)
(16 131)
(12 022)
(28 973)
147 912
Disposals
(28)
(28)
28
28
40
Net
charges/impairment
Movements and
Change in
Translation
differences
Closing
31/12/2012
(53)
419
1 031
1 397
2 348
154 702
21 243
178 294
52
(13)
(15 982)
(1 385)
(17 380)
(288)
(236)
(780)
(32 112)
(13 667)
(46 560)
(17 380)
1 161
131 734
P art 2. L egal
109
TRADEMARKS
I M PA I R M E N T T E S T S O N T R A D E M A R K S
The net book value of the trademarks was €102,411,000
as at 31 December 2014. The main trademarks valued were
those of the Marie Brizard sub-group (acquired by the
Group in 2006).
A review of the Group’s assets was performed as at 31
December 2014, in accordance with IAS 36.
The Zawisza trademark was pledged to a bank as security for a loan for a residual principal amount of €1,360,000
as at 31 December 2014.
LEASEHOLD RIGHTS
Long-term leasehold rights on land in Poland meet the
criteria for recognising an intangible asset under IFRS,
and are amortised over the 99-year period of the long-term
lease.
The net value of the long-term leasehold rights recognised under Other intangible assets as at 31 December
2014 amounted to €7,367,000.
The method used to determine the value-in-use of the
trademarks is set out in Note 1.2 – Accounting rules and
policies; Section 10 – Trademarks and other intangible assets.
During the impairment tests on goodwill and trademarks, the long-term growth assumptions used were determined by taking into account the growth rates recorded
over the last few financial years, and the growth prospects
arising from the assumptions in the 2018 BIG plan.
Accordingly, no impairment charges or reversals of provisions for impairment were recorded as at 31 December
2014.
SENSITIVIT Y TEST ON ALL TRADEMARKS:
Assumptions adopted
Discount rate
Operating margin
Value adopted
Value adopted
Polish trademarks Polish trademarks
10.00%
7.80%
2.00%
2.00%
Varies according to trademarks
Change in
assumptions
+0.5 pt
-0.5 pt
-0.5 pt
Impairment
(€000)
(4 893)
(4 105)
(997)
(8 400)
(5 859)
P art 2. L egal
110
Note 5.3 Property, plant and equipment
(€000)
Land
Buildings
Plant, machinery and equipment
Other PP&E
PP&E in progress
Gross
Landscaping
Buildings
Other PP&E
PP&E in progress
Depreciation and provisions
Net
(€000)
Land
Buildings
Other PP&E
PP&E in progress
Gross
Landscaping
Buildings
Other PP&E
PP&E in progress
Net
(€000)
Land
Buildings
Other PP&E
PP&E in progress
Gross
Landscaping
Buildings
Other PP&E
PP&E in progress
Net
Opening
31/12/2013
Acquisitions
Disposals
11 477
91 846
101 589
23 285
992
229 189
166
626
1 133
2 333
297
4 555
(49)
(578)
(2 219)
(3 272)
(1 415)
(61 149)
(87 606)
(27 045)
(321)
(177 537)
Net
charges/impairment
Allocations of
assets in
progress and
reclassification
(483)
(3 366)
(326)
(353)
(260)
(4 788)
(6 118)
Translation
differences
Closing
31/12/2014
(4 360)
(32)
(682)
(1 030)
(118)
(7)
(1 869)
11 079
86 563
96 460
21 483
1 023
216 608
Change in
consolidation
(1 284)
(2 686)
(390)
(3 474)
532
5 391
19
2 468
295
1 247
375
5
457
889
78
4 485
(62)
(2 958)
(3 577)
151
(2)
(6 448)
1 917
1 429
(1 472)
(66 405)
(86 366)
(19 138)
(304)
(173 686)
425
2 149
1 911
51 652
4 555
(1 633)
(6 448)
(2 320)
(2 443)
(440)
42 922
Opening
31/12/2012
Acquisitions
Disposals
Net
charges/impairment
Allocations of
assets in
progress and
reclassification
Change in
consolidation
Translation
differences
Closing
31/12/2013
12 089
93 700
105 516
28 953
2 888
243 148
4
278
1 420
2 158
372
4 233
(337)
(1 308)
(5 318)
(6 751)
(533)
(14 249)
(281)
(663)
(1 100)
(224)
(14)
(2 282)
11 477
91 846
101 589
23 285
992
229 189
159
2
348
767
158
5
1 280
(1 415)
(61 149)
(87 590)
(27 061)
(321)
(177 537)
(1 003)
51 652
Translation
differences
Closing
31/12/2014
87
3 346
1 166
441
33
5 073
12 089
93 700
105 516
28 953
2 888
243 148
(7)
(1 222)
(2 004)
(407)
(1 319)
(59 767)
(88 044)
(14 245)
(298)
(163 673)
3
(162)
1 070
(851)
(1 721)
(1 660)
(98)
(1 911)
(227)
(13 039)
(28)
(15 303)
181
(87)
65
79 475
4 233
(14 249)
(15 303)
(1 501)
Opening
31/12/2013
Acquisitions
Disposals
Net
charges/impairment
Allocations of
assets in
progress and
reclassification
12 123
87 771
103 464
28 314
4 406
236 079
133
700
960
1 352
879
4 024
(254)
(31)
(463)
(1 154)
(126)
(2 028)
(1 212)
(55 542)
(81 095)
(13 323)
(270)
(151 442)
84 637
(2 303)
1 464
(100)
(3 013)
(5 404)
(1 510)
(28)
(10 055)
(3 640)
(1 319)
(59 767)
(88 044)
(14 245)
(298)
(163 673)
(564)
(10 055)
1 433
79 475
10
459
995
4 024
1 914
389
Change in
consolidation
C A P I TA L E X P E N D I T U R E
There was no major capital expenditure in 2014.
Most of the Group’s capital expenditure was assigned to
upgrading and replacing production equipment.
P art 2. L egal
111
Note 5.4 Financial assets
(€000)
31/12/2013 Acquisitions/
increases
Equity shares
Other long-term securities
Escrow deposit
Other investments
Other receivables
Gross
12 458
901
4 031
33 608
5 362
56 360
Equity shares
Other investments
Other receivables
Impairment
(12 344)
(883)
(32 005)
(5 362)
(50 594)
Net
31
224
1
256
Change in
consolidation
Translation
differences
31/12/2014
6 312
(884)
(6)
18 764
17
(130)
5 880
11 178
94
88
33 515
11 161
63 458
5
(18 740)
(63)
(4 240)
(4 333)
(6 308)
883
131
(1 555)
(6 849)
(58)
(31 937)
(11 157)
(61 834)
(4 333)
4 329
30
1 624
Change in
consolidation
Translation
differences
31/12/2013
8
(4)
(59)
(1 306)
5 362
4 064
(36)
12 458
901
4 031
33 608
5 362
56 360
Net charges Reclassification
(4 062)
(280)
(82)
(4 424)
(93)
5 766
(€000)
Disposals/
decreases
256
(4 424)
increases
Disposals/
decreases
Net charges Reclassification
Equity shares
Escrow deposit
Other investments
Other receivables
Gross
12 480
2 494
3 675
35 946
4 031
141
(26)
(1 534)
(3 675)
(1 138)
54 495
4 172
(6 373)
Equity shares
Other investments
Other receivables
Impairment
(12 127)
(1 441)
(32 026)
26
461
(239)
(45 594)
487
(239)
(5 362)
(5 332)
84
(12 344)
(883)
(32 005)
(5 362)
(50 594)
(5 886)
(239)
(1 268)
(15)
5 766
Net
8 901
(€000)
4 172
increases
Equity shares
Escrow deposit
Other investments
Gross
12 446
2 103
40 406
36 419
91 375
Equity shares
Other investments
Impairment
(11 249)
(646)
(4 955)
(16 850)
Net
74 525
Disposals/
decreases
Net charges
(99)
(8)
38
Fair value Reclassification
adjustments
4
59
21
Change in
consolidation
Translation 31/12/2012
differences
26
8
26
(23)
(15)
12 480
2 494
3 675
35 946
54 595
(9)
17
10
18
(12 127)
(1 441)
(32 026)
(45 594)
3
9 002
390
201
430
631
(36 932)
(880)
(37 812)
390
(843)
(812)
(5 081)
(6 736)
631
(37 812)
Equity investments
Non-consolidated companies are either non-trading
companies or companies in the process of being shut
down.
The shares in deconsolidated companies are reincorporated into the balance sheet at the value of their equity
on the date of deconsolidation. A provision for risk is recorded in the event that these companies have negative
equity.
The other non-consolidated equity investments are
stated at their net book value.
(6 736)
(26)
(22 000)
(22 000)
390
(22 000)
(26)
Other financial assets
The net value of Other financial assets amounted to
€1,579,000 as at 31 December 2014.
The main changes in consolidation scope relate to the
deconsolidation of Ukraine (no impact in terms of net value).
P art 2. L egal
112
Breakdown of investments in associates
(€000)
CI Nolet & Co
Distilleries françaises
(€000)
CI Nolet & Co
(€000)
CI Nolet & Co
31 December
2013
Profit/(loss)
3 089
2 497
592
Others
31 December
2014
(3 089)
(2 497)
(592)
31 December
2012
Profit/(loss)
Others
31 December
2013
2 883
2 374
509
307
224
83
(101)
(101)
3 089
2 497
592
31 December
2011
Profit/(loss)
Dividend
paid
31 December
2012
2 723
2 203
521
211
223
(12)
(51)
(51)
2 883
2 374
509
CI Nolet & Co was sold for a transaction value of €3.5
million, which generated a disposal gain of €1 million. Distilleries Françaises was merged with Marie Brizard as at 31
December 2014.
Note 5.5 Inventory
(€000)
31 December 2014
31 December 2013
31 December 2012
26 500
5 062
17 946
29 265
78 773
28 180
6 603
16 657
56 584
108 024
31 430
8 367
19 878
36 838
96 513
(2 535)
(33)
(583)
(5 527)
(8 678)
(2 918)
(1 433)
(419)
(3 058)
(7 828)
(2 831)
(1 422)
(741)
(1 920)
(6 913)
70 095
100 196
89 599
Raw materials
Work in progress
Semi-finished and finished goods
Traded goods
Gross
Raw materials
Work in progress
Traded goods
Impairment
Net
The decrease in inventory during the 2014 financial year
mainly concerned Poland and resulted from working capital optimisation initiatives launched at all Group entities
and stepped up during the second quarter of 2014.
The fall in the gross value of the traded goods inventory
was primarily due to the impact of excise duties. Production was boosted towards the end of 2013 in order to anticipate the early 2014 increase in this levy.
P art 2. L egal
113
Note 5.5 Trade and other receivables
(€000)
31 December
2014
31 December
2013
31 December
2012
109 641
(10 659)
98 982
153 956
(19 601)
134 355
153 449
(18 221)
135 228
Trade and other receivables
Impairment
Net trade receivables
Some Group companies, primarily in France and Poland, have signed direct “reverse factoring agreements”
with their main customers, in order to optimise their trade
receivables item and boost the performance of their key
operating working capital indicators.
The decrease in the trade receivables and related accounts item is also due to the monitoring process introduced by the Group with a view to controlling its working
capital.
- The signing of reverse factoring agreements;
- The streamlining of the invoicing process through digitisation;
- The introduction of a credit management tool.
Some factoring agreements in place in France and Poland meet the deconsolidation conditions specified by IAS
39; the assigned trade receivables are not shown under balance sheet assets. The amount received in consideration
for the receivables not yet due and assigned as at 31 December 2014 was €35.1 million.
Accordingly, trade receivables decreased by €44.3 million over the financial year. The main initiatives implemented were:
- Global negotiations on customer payment terms;
Note 5.6 Other current assets
(€000)
31 December
2014
31 December
2013
31 December
2012
2 706
10 414
224
818
15 790
29 952
2 977
15 937
1
647
14 595
34 157
5 071
14 357
1
347
14 762
34 538
(8 579)
(8 579)
(8 288)
(8 288)
(7 401)
(7 401)
21 373
25 869
27 138
31 December
2014
31 December
2013
31 December
2012
2 860
74 324
77 184
10 615
25 856
36 471
1 705
26 470
28 175
Advances and payments on account
Tax and employee receivables
Derivatives
Short-term deposits
Other receivables
Gross
Other receivables
Impairment
Net
Note 5.7 Cash and cash equivalents
(€000)
Marketable securities
Cash
An analysis of the change in cash and cash equivalents is
provided in the Cash flow statement.
P art 2. L egal
114
Note 6. Notes on consolidated liabilities and
equity capital
Note 6.1 Composition of the share capital and
dilutive instruments
The 7,123 treasury shares held at the end of 2014 comprised 3,437 registered shares and 3,686 bearer shares.
The Group’s treasury shares do not carry any voting
rights or entitlement to receive dividends.
31 December
2014
31 December
2013
31 December
2012
Share capital (€)
Number of shares
Nominal value (€)
52 972 964
26 486 482
2
52 972 426
26 486 213
2
6 811 358
3 405 679
2
Treasury shares
Number of shares
7 123
3 437
281 285
P OT E N T I A L D I LU T I O N
Number of shares comprising share capital
Potential dilution of BSA 2004 / 'BSAR1'
Potential dilution of BSAR 2006 / 'BSAR2'
Potential dilution of BSA Actionnaires 1
Potential dilution of BSA Actionnaires 2
Potential BSA OS
Potential number of shares
Share capital in euros (nominal value of €2)
C H A N G E S TO T H E WA R R A N T T E R M S A N D
CO N D I T I O N S
The Board of Directors meeting on 16 May 2013 increased the parity ratios for exercising the 2004 and 2006
warrants (BSA 2004 and BSA 2006) from 1 to 1.10 and
from 1 to 1.07 respectively, in accordance with statutory
provisions and with the terms of the issuance agreements
relating to these warrants, in order to take account of the
impact of the issuance and free allocation of shareholder
warrants (“BSA Actionnaires”).
Since the Combined Extraordinary and Ordinary General Meeting on 30 September 2013, and following the
authorisation granted by the holders of the 2004 warrants
on 27 September 2013 regarding the amendment of some
of the terms and conditions for the 2004 warrants issued in
the context of the prospectus bearing AMF visa no. 04-884
dated 10 November 2004, the 2004 warrant exercise price
has been set at €26.20 and will not change again until the
end of the exercise period, which was also amended to 24
April 2018, (i.e. a subscription price per share of €23.82,
while the parity ratio of the 2004 warrants has remained as
follows since 16 May 2013: 1 warrant entitles the holder to
subscribe to 1.1 Belvédère shares).
Since the Combined Extraordinary and Ordinary General Meeting on 30 September 2013, and following the
authorisation granted by the holders of the 2006 warrants
on 27 September 2013 regarding the amendment of some
of the terms and conditions for the 2006 warrants issued in
the context of the prospectus bearing AMF visa no. 06-068
dated 9 March 2006, the 2006 warrant exercise price
31 December
2014
26 486 482
643 788
99 521
1 316 852
1 317 650
2 572 093
32 436 386
31 December
2013
26 486 213
643 788
99 521
1 317 116
1 317 655
2 572 093
32 436 386
31 December
2012
3 405 679
585 262
130 135
52 972 964
52 972 426
6 811 358
4 121 076
has been set at €25.49 and will not change again until the
end of the exercise period, which was also amended to 24
April 2018, (i.e. a subscription price per share of €23.82,
while the parity ratio of the 2006 warrants has remained as
follows since 16 May 2013: 1 warrant entitles the holder to
subscribe to 1.07 Belvédère shares).
I S S UA N C E O F S H A R E H O L D E R WA R R A N T S
As provided in the Belvédère S.A. rehabilitation plan,
the Company issued 6,884,078 shareholder warrants (“BSA
Actionnaires”) on 19 April 2013.
The terms and conditions of the subordinated bond
(SB) warrants (“BSA OS”) are detailed in the transaction
memorandum dated 16 April 2013.
S B WA R R A N T S
In accordance with the terms of the Dijon Commercial Court’s ruling dated 26 September 2013 and with a
decision taken on 30 October 2013, the Company issued
93,161,762 SB warrants and recorded the final completion
of this issue. These SB warrants were subscribed by the
holders of the subordinated bonds issued by the Company
via offset against the receivables held by said bondholders against the Company. Accordingly, the subordinated
bonds issued by the Company have been automatically
converted into SB warrants.
P art 2. L egal
Note 6.2 Employee benefits
The commitments amounted to €6,079,000 as at 31 December 2014.
The Group’s commitments relate to retirement benefits,
disability and death annuities (Poland), and long-service
awards (or anniversary bonuses in Poland). These defined
benefit schemes are recognised in accordance with IAS 19
revised.
The three main countries concerned by employee benefits are France, Poland and Spain.
France
1,75%
2%
2,5%
Discount rate
Rate of inflation
Annual salary increases
Staff turnover and mortality
31 December 2014
Spain
Poland
2,0%
2,75%
1,75%
2,5%
3,0%
2.5 - 3.5%
TV/TD
Table 20072009
115
S U M M A R Y O F T H E A S S U M P T I O N S U S E D TO
C A LC U L AT E T H E CO M M I T M E N T S
The basic assumptions for the actuarial calculations
were determined with the help of actuaries in each country.
The assumptions taken into account for 2012, 2013 and
2014 break down as follows for each geographical region:
France
3,0%
2%
2,5%
31 December 2013
Spain
Poland
3,0%
4,0%
3,0%
2,5%
3,0%
4%
Social
security office
TV/TD
PERM/Ftable and
Table 20072000-P
Polish
2009
statistics
office table
Analysis of the charge for the year
(€000)
Cost of services rendered
Discounting expense
Expected return on dedicated investments
Amortisation of actuarial gains and losses
Charge for the year
Change in dedicated investments
(€000)
Opening liability
Cost of services rendered
Discounting expense
Services paid
Actuarial gains and losses
Other adjustments
Closing liability
Change in dedicated investments
(€000)
Opening balance
Employer contributions
Services paid
Expected return
Actuarial differences
Closing balance
Change in balance sheet provision
(€000)
Opening balance
Total expense
Services and contributions paid
Actuarial gains and losses
Other adjustments
Closing balance
France
2,9%
2%
2,5%
31 December 2012
Spain
Poland
2,9%
4%
3,0%
2,5%
3,0%
4%
Social
security office
TV/TD
PERM/Ftable and
Table 20042000-P
Polish
2006
statistics
office table
31 December
2014
783
176
(18)
(681)
260
31 December
2013
236
192
(19)
(460)
(51)
31 December
2012
599
224
(25)
349
1 146
31 December
2014
5 694
783
176
(854)
806
31 December
2012
5 132
599
224
(436)
396
(6)
(67)
6 531
31 December
2013
6 116
236
192
(397)
(93)
(294)
(20)
(46)
5 694
31 December
2014
589
43
(195)
17
31
483
31 December
2013
622
101
(143)
17
(8)
589
31 December
2012
560
138
(162)
25
61
622
31 December
2014
5 132
716
(457)
754
31 December
2013
5 510
310
(361)
31 December
2012
4 575
1 146
(412)
(294)
12
(46)
5 132
4
197
5 510
(6)
(67)
6 071
4
197
6 116
Social
security office
PERM/Ftable and
2000-P
Polish
statistics
office table
P art 2. L egal
116
Note 6.3 Provisions
(€000)
31 December
2013
Charges
Reversal (prov.
used)
Provisions for pensions and employee
benefits (see Note 6.2)
5 132
540
(286)
Employee provisions
Tax provisions
2 813
3 627
632
7 072
1 717
(1 403)
(1 008)
1 286
3 003
(1 403)
(1 008)
(192)
(192)
Employee provisions – due in < 1 year
Other provisions – due in < 1 year
Current provisions
3 380
143
3 523
2 014
(697)
(1 082)
261
(47)
2 014
(697)
(1 082)
261
(47)
3 829
143
3 972
31 December
2012
Charges
Reversal (prov.
used)
Reversal (prov.
not used)
Reclassification
Translation
differences
31 December
2013
benefits (see Note 22)
5 510
616
(666)
(283)
(46)
5 132
Employee provisions
Tax provisions
160
8 765
729
9 654
2 710
(2 525)
91
(2 434)
(22)
(11)
(33)
2 813
3 627
632
7 072
(2)
(2)
(54)
(8)
(62)
3 380
143
3 523
Translation
differences
31 December
2012
197
5 510
(53)
5
(48)
160
8 765
729
9 654
(€000)
Current provisions
(€000)
benefits (see Note 22)
Employee provisions
Tax provisions
Current provisions
2 797
9 285
12 082
1 807
31 December
2011
Charges
Reversal (prov.
used)
4 575
1 039
(301)
133
2 887
24 897
27 917
69
6 364
70
6 503
(30)
3 257
142
3 399
516
9 143
9 659
Reclassification
Variation de
périmètre
751
(57)
-2591
(299)
(2 947)
122
2 832
1 807
Reversal (prov.
not used)
(1 170)
(9 132)
(10 302)
Reversal (prov.
not used)
Reclassification
Translation
differences
31 December
2014
(67)
6 071
2 119
3 627
1 726
7 473
Variation de
périmètre
Variation de
périmètre
(12)
(434)
(22 000)
(22 434)
(80)
(110)
(2 163)
(2 175)
(734)
(210)
(32)
(734)
(210)
(32)
TA X P R O V I S I O N S
E M P LOY E E - R E L AT E D P R O V I S I O N S
Tax provisions have primarily been recognised at the
Belvédère and Marie Brizard entities. The dispute with
the tax authorities relates to the audits on corporation tax,
VAT and other levies for the period between 1 January
2006 and 31 December 2007. These tax audits are set out in
Note 7.2 – Disputes and contingent liabilities.
The combined current and non-current portions of employee-related provisions amounted to €5.9 million as at 31
December 2014. These amounts correspond to provisions
recorded in relation to employment tribunal disputes and
job safeguard schemes.
2 797
9 285
12 082
P art 2. L egal
117
Note 6.4 Borrowings
(€000)
31 December
2014
< 1 year
1 to 5 years
Bonds
Bank loans
Accrued interest on loans
Long-term borrowings
3 294
19
3 313
1 093
19
1 112
2 202
32 321
32 321
31 December
2013
< 1 year
1 to 5 years
Bonds
Bank loans
3 833
1
3 834
1 480
2 353
1 480
2 353
13 510
31 December
2012
< 1 year
1 to 5 years
Bonds
Bank loans
414 156
11 548
117 869
543 573
414 156
8 173
117 869
540 198
23 818
(€000)
(€000)
The portion of long-term borrowings maturing in over
one year (€2,202,000) is included under Long-term loans
– portion maturing in over one year under non-current liabilities on the balance sheet.
2 202
3 375
3 375
The portion of long-term borrowings maturing in less
than one year (€1,112,000) is included under Long-term
loans – portion maturing in less than year under current
liabilities on the balance sheet.
CHANGE IN BORROWINGS
(€000)
31 December 2011
New loans
Repayments
Net change
Exercises of BSAR 2 warrants
(conversion into equity)
31 December 2012
New loans
Repayments
Net change
Conversion of FRN bonds
Conversion of OBSAR bonds
Reclassification as BSA fixed liability
31 December 2013
New loans
Repayments
Reclassifications
31 December 2014
Bonds
453 914
Accrued interest
on OBSAR
convertible
bonds
6 637
(36 678)
(36 678)
6 637
414 156
(2 591)
(2 591)
Accrued
interest on
loans
98 741
(151)
19 128
(6 637)
(336 041)
(73 483)
Long-term
borrowings
571 967
1 257
(39 161)
19 128
(9 717)
99
11 548
810
(6 853)
(33)
117 869
4 774
(2 041)
(2 041)
(336 041)
(66 846)
Employee
profitsharing
151
(9 717)
(9 717)
407 519
Bonds
460 551
Bank
loans
12 524
1 257
(2 332)
99
543 573
810
(9 444)
4 741
(2 041)
(102 965)
(19 678)
(1 587)
(52)
3 833
1 358
(1 596)
(265)
(36)
3 294
1
19
19
(439 006)
(93 161)
(1 587)
(52)
3 834
1 377
(1 596)
(265)
(36)
3 313
P art 2. L egal
118
Note 6.5 Financial instruments and financial
risk factors
FA I R VA LU E O F F I N A N C I A L I N S T R U M E N T S
A CCO R D I N G TO I A S 3 9 C L A S S I F I C AT I O N
(€000)
Assets:
Non-current financial assets
Trade receivables
Asset derivatives
Cash & cash equivalents
Financial assets
and liabilities at
fair value
through profit
or loss
Derivatives
17
Assets held for
sale
24
Assets:
Trade receivables
Asset derivatives
Derivatives
18
Assets held for
sale
114
Assets:
Trade receivables
Asset derivatives
2 202
1 112
32 321
56 985
2 202
1 112
32 321
56 985
Loans,
receivables and
borrowings at
cost less
depreciation
5 766
134 355
25 868
1
36 470
2 353
71 531
1 480
13 510
64 308
2 353
71 531
1 480
13 510
64 308
1
Financial assets
and liabilities at
fair value
through profit
or loss
Derivatives
1 053
Assets held for
sale
354
Loans,
receivables and
borrowings at
cost less
depreciation
31 December
2012
7 595
135 228
27 137
9 002
135 228
27 137
1
28 175
3 375
540 198
23 818
110 551
3 375
540 198
23 818
110 551
1
28 175
Liabilities:
31 December
2013
5 634
134 355
25 868
36 470
Liabilities:
Deferred payables - due in more than one year
(€000)
1 624
98 982
21 149
224
77 184
224
Financial assets
and liabilities at
fair value
through profit
or loss
31 December
2014
1 582
98 982
21 149
77 184
Liabilities:
(€000)
Loans,
receivables and
borrowings at
cost less
depreciation
P art 2. L egal
L I Q U I D I T Y R I S K R E L AT I N G TO G R O U P D E B T
Since the implementation of the rehabilitation plan approved by the Dijon Commercial Court in its judgement
of 19 March 2013, Group debt has decreased significantly,
which enables the risk relating to gearing to be materially
reduced.
The Belvédère Group has announced that it paid the
plan’s administrator, Mr Fréderic Abitbol, the amounts of
the 2nd dividends payable on 19 March 2015 for the seven
Group companies involved (Belvédère SA, Marie Brizard
et Roger International SA, Sobieski SP Zoo, Destylernia
Sobieski SA, Sobieski Trade SP Zoo, Domain Menada SP
Zoo and Fabryka Wodek Polmos Lancut SA).
119
Moncigale’s frozen debt is also the subject of a gradual
repayment schedule.
The 2nd dividend paid by Moncigale was paid to Mr
Torelli, the plan administrator, in April 2015.
During the first half of 2014 the Group drew up cash
flow forecasts which are updated every month based on the
operating plans. These forecasts are designed to provide
visibility across the entire consolidation scope in order to
anticipate and secure the Group’s ability to meet each instalment of the rehabilitation plan.
Furthermore, the Belvédère Group has carried out a
specific review of its liquidity risk and considers that it is in
a position to honour its future instalments.
R I S K R E L AT I N G TO S H A R E S A N D OT H E R
FINANCIAL INVESTMENTS
The Group has no financial investments likely to be exposed to the risk of price fluctuations.
I N T E R E S T R AT E R I S K
• Sensitivity to interest rates
(€000)
31 December
2014
Fixed rate
Floating rate
3 294
19
3 313
32 323
956
19
975
32 323
2 338
31 December
2013
Fixed rate
Floating rate
1 442
2 391
1
727
12 783
Fixed rate
Floating rate
75 834
13 309
959
90 102
338 322
78
23 740
Bonds
Bank loans
Short-term lines of credit
(€000)
Bonds
Bank loans
3 833
1
3 834
13 510
31 December
2012
(€000)
CREDIT RISK
Bonds
OBSAR accrued interest subject to late payment interest
Bank loans
Principal
Accrued interest excluding OBSAR interest outstanding
Generally speaking the Group’s customers are diversified and there is no material risk relating to dependence
on customers.
(€000)
• Maturity of trade receivables
Impairment
(€000)
Impairment
(€000)
Impairment
414 156
13 309
11 548
439 013
104 560
543 573
23 818
2 338
10 589
348 911
31 December
2014
Not
due
< 90 days
overdue
90-180 days
overdue
> 180 days
overdue
109 641
(10 659)
98 982
74 744
74 744
22 319
(13)
22 305
1 069
(259)
810
11 509
(10 386)
1 123
31 December
2013
Not
due
< 90 days
overdue
90-180 days
overdue
> 180 days
overdue
153 956
(19 601)
134 355
100 608
100 608
33 594
(165)
33 429
751
(433)
318
19 002
(19 002)
0
31 December
2012
Not
due
< 90 days
overdue
90-180 days
overdue
> 180 days
overdue
153 449
(18 221)
135 228
118 381
13 238
(186)
13 052
2 721
(740)
1 980
19 110
(17 295)
1 814
118 381
P art 2. L egal
120
Note 6.6 Other liabilities
OT H E R N O N - C U R R E N T L I A B I L I T I E S
(€000)
Non-current Safeguard Plan liabilities (present value)
LT portion of frozen liabilities (rehabilitation plan)
Investment subsidies
Others
The rehabilitation plans for the nine companies in the
Group were approved by the relevant Commercial Courts
in March and April 2013. These plans specifically provide
for the deferred repayment of the liabilities declared by
the creditors (excluding the FRN and OBSAR convertible
bond creditors) over periods of between 6 and 10 years
depending on the companies, for creditors that have not
opted for immediate partial repayment.
31 December
2014
31 December
2013
31 December
2012
61 749
2 465
13
64 227
71 531
2 788
26
74 346
3 145
25
3 170
The dividend instalments payable within one year were
classified under current liabilities in accordance with the
origin of the liabilities, while the fair value of the estimated
future instalments was classified under non-current liabilities.
As the changes made to the terms and conditions of the
debt were material, in accounting terms they implied the
settlement of the existing debt and the issuance of new
debt. This new debt was recorded on the balance sheet at
its fair value on the date when the plans were approved,
and is recognised at amortised cost according to the effective interest rate method. The fair value of the new debt
was determined by calculating the total amount of the future discounted repayments on the date when the former
debt was settled.
OT H E R C U R R E N T L I A B I L I T I E S
(€000)
Advances and down payments
Tax and social security payables (incl. excise duty)
Derivatives
Deferred income
Other payables
31 December
2014
31 December
2013
31 December
2012
1 380
55 114
54
1 611
73 464
54
1 733
79 335
54
1 191
20 074
77 813
1 321
23 712
100 162
3 214
10 842
95 178
P art 2. L egal
121
Note 7. Additional information
Note 7.1 Assets pledged as security and off-balance sheet commitments
SUMMARY OF ASSETS PLEDGED AS SECURIT Y
Country
Nature of obligation
Nature of assets
Asset book value per
consolidated balance
sheet (€000)
31 December 2014
France
Long-term bank loan (€1,360,000 principal)
Zawisza trademark
n/a
Deposit from MBRI to BVD creditor Bonny Mellon
Poland
12 632
Loan granted to Sobieski SP. ZOO
Operating receivables, current account deposit
12 637
Long-term loans ING bank Slaski
Property, operating receivables and trademarks
7 076
Line of credit
Bill of exchange
1 111
Lithuania
Line of credit
Property, warehouse, inventories, operating
receivables, current account deposit, right to use
the Sobieski trademark in Vilnius
25 336
Denmark
Line of credit
Inventories
Security granted to Customs for excise duty (€153m)
343
Off-balance sheet commitments
• Deposits for alcohol duties
In some countries (France, Poland, Lithuania and Denmark) where Group subsidiaries operate, deposits must be
paid to customs as security for the payment of excise duties
on alcohol. These deposits are generally provided by insurance companies and banks on behalf of the companies
concerned.
The maximum amount of the guarantees given to customs in order to cover the payment of excise duties in Poland is currently €153 million.
(€000)
Commitments relating to issuer's operating activities
Commitment to purchase raw materials
(€000)
Lease agreements
• Long-term purchase commitments
Cognac Gautier has entered into five-year commitments
to purchase raw materials for cognac.
William Pitters has entered into five-year commitments
to purchases raw materials for Scotch whisky.
Moncigale has entered into three-year commitments to
purchase wine.
Commitments to purchase vodka have been entered
into in Poland.
31 December
2014
< 1 year
1 to 3 years
> 3 years
245 080
111 030
67 601
66 449
31 December
2014
8 310
P art 2. L egal
• Commitment in Belarus
Belvédère SA owns 98.02% of the shares in FLLC Galiart (“Galiart”), a company incorporated under Belarus
law.
On 7 February 2008, Galiart entered into an agreement
with the Executive Committee of the City of Bobruisk regarding the process for implementing an investment plan
to produce alcoholic beverages in the city of Bobruisk in
the Moguilev region, on the basis of which the parties undertook to implement an investment plan providing for
the opening of an alcoholic beverages production plant in
Bobruisk.
Under the terms of the agreement, Galiart is required to
guarantee the financing of the project, the costs of which
are estimated to be at least €12.9 million. Galiart has not
made any investments at this stage.
This company was sold in February 2015.
• Commitment to Krzysztof Trylinski
Krzysztof Trylinski benefits from a guarantee, which
provides that the Company will compensate him for any
personal loss resulting from the consequences of the signing of a memorandum of agreement between Belvédère
SA and Angostura Holdings Limited on 4 February 2013.
This guarantee was granted for a period of 10 years as from
11 February 2013.
Note 7.2 Disputes and contingent liabilities
TA X AU D I T S I N F R A N C E
Belvédère S.A. together with the other tax group companies were the subject of an accounting audit for tax purposes that began on 19 January 2009. In the case of most of
the subsidiaries concerned, the audit covered corporation
tax, VAT and other levies for the period between 1 January
2006 and 31 December 2007.
The total amount of these adjustments is around €25.4
million (including surcharges and late payment interest),
including €17.9 million of corporation tax, €6.7 million of
withholding tax, €0.6 million of corporation tax social security contributions and €0.2 million of VAT.
The main reason for the adjustment is the rejection of
the deduction of interest relating to a €375 million loan
issued in the form of transferable floating-rate notes, or
“FRNs”. This agreement, which was entered into on 24
May 2006, is governed by the law of New York State.
Amongst the proposed adjustments, the increases related to FRN interest amount to €15.8 million for 2006 and
to €28.1 million for 2007. These adjustments resulted in additional corporation tax (excluding late payment interest)
122
of €15.1 million for 2006 and 2007, as well as additional
withholding tax of €5.3 million for 2006.
A recovery notice for this tax was issued in April 2012.
These adjustments were disputed via claims, including
a request for deferred payment, and then via applications
instituting proceedings in the Montreuil Administrative
Court.
The Montreuil Administrative Court rejected the application submitted by Belvédère in two decisions issued on
29 December 2014.
Belvédère S.A. appealed both judgements via two appeals lodged at the Versailles Administrative Appeal Court
on 25 February 2015.
If it is confirmed, the tax receivable will need to be settled as part of the rehabilitation plan approved by the Dijon
Commercial Court. As matters stand, Belvédère believes
that no plan dividend can be paid to the tax authorities
while these receivables remain contested and have not been
subject to a final ruling.
In view of the foregoing and Belvédère’s confidence in
the favourable outcome of this dispute, no provision has
been recorded in connection with this dispute. A provision
of €3.5 million is still recorded on the balance sheet for the
other adjustment items.
In the event that its appeal is rejected by the Versailles
Administrative Appeal Court, the Group will be required
to pay the amounts due in connection with the aforementioned adjustments relating to 2006 and 2007. In addition,
the Group may be required to repay the amounts received
in connection with the 2008 carry-back, i.e. €10.4 million.
Lastly, in the event that the deduction of the FRN interest
for the subsequent financial years is ruled out, the corresponding adjustments would reduce the French tax group’s
tax-loss carry-forward.
It is appropriate to recall that the request for repayment
of a carry-back receivable was made to the tax authorities
in late 2014, and resulted in the repayment of that receivable in an amount of €31.0 million on 26 February 2015.
CO M M E R C I A L D I S P U T E
On 17 August 2010, Moncigale, an indirect subsidiary of Belvédère, entered into a licensing agreement with
Chamarré regarding the exclusive use, production and
distribution of the “Chamarré” still wine trademark for
a period of 10 years. Under the terms of this agreement,
Moncigale undertook to pay Chamarré an annual royalty
indexed to the volumes sold and revenues generated by the
products sold under the Chamarré trademark, as well as a
guaranteed minimum annual royalty.
P art 2. L egal
On 16 June 2011, the Nîmes Commercial Court instituted safeguard proceedings in favour of Moncigale. These
proceedings were turned into rehabilitation proceedings
by the same Commercial Court on 21 September 2011. The
Court appointed a court administrator to assist the company.
On 9 November 2011, the administrator informed Chamarré of the termination of this agreement pursuant to the
provisions of Article L 622-13 of the French Commercial
Code.
On 30 August 2011, in connection with the rehabilitation proceedings initiated in favour of Moncigale and the
assessment of liabilities carried out on the opening date of
the proceedings, Chamarré filed a notice of claim with the
creditors’ representative for the amount of €10.7 million,
which corresponds to the total amount of the guaranteed
royalties over the ten-year term of the agreement and an estimate of the other liabilities arising from that agreement.
On 6 December 2011, Chamarré filed an additional
“claim for damages” for an amount of €20 million, following notice of the termination of the agreement.
These claims were disputed by the Company, and were
stayed by the Nîmes Commercial Court pending the decision of the Paris Commercial Court. In fact, proceedings
against the bodies in charge of the Moncigale insolvency
proceedings were initiated by the Official Receiver for Chamarré in the Paris Commercial Court via a summons dated
8 February 2013.
Chamarré was placed under court-ordered reorganisation proceedings on 31 May 2012, and its entry into liquidation proceedings was announced on 5 June 2012.
On 29 May, 2013, in parallel with these initial proceedings, Mr Torelli, the Mongicale plan administrator, applied to the Nîmes Commercial Court and the State Prosecutor with a view to terminating Moncigale’s court-ordered
rehabilitation plan and initiating insolvency proceedings
against Moncigale on the grounds of failure to execute the
plan.
The application stated that the plan, as drawn up by the
judgement of 16 April 2013, had not been complied with,
as the company had not paid a monthly amount based on
the accepted and contested liability, as provided for in the
ruling.
The Nîmes Commercial Court ruled on this application
on 21 August 2013 and stayed it pending the outcome of
the proceedings in the Chamarré case.
In a judgement dated 6 February 2014, the Paris Commercial Court ruled that it did not have the appropriate
jurisdiction; as this ruling has now become final, the case
will now be heard in the Nîmes Commercial Court. The
hearing initially scheduled for 9 April 2014 was deferred to
2 July 2014, then to 17 September 2014, and finally to 24
June 2015.
123
DISPUTE WITH ALAIN-DOMINIQUE PERRIN AND
V E R M OT S F I N A N C E
Summons dated 22 February 2013 were served on the
following companies by a bailiff on behalf of Alain-Dominique Perrin and Vermots Finance, ordering those companies to appear before the Dijon Commercial Court in summary proceedings:
(i)
The Company, SCP Valliot-Le Guernevé-Abitbol,
Equitis Gestion and SVI, for the specific purpose of (a)
establishing the manifestly illegal nuisance caused by the
exercise of the voting rights attached to 267,848 shares
by Equitis Gestion at the Extraordinary General Meeting
held on 12 February 2013, pursuant to a trust agreement
dated 4 February 2013, (b) otherwise, of establishing the
imminent harm that would result from the exercise of said
voting rights by Equitis Gestion, and (c) of suspending the
exercise of the voting rights attached to the 267,848 shares
for as long as these were held by Equitis Gestion, as a preventive measure;
(ii) T h e C o m p a n y a n d S C P Va l l i o t - L e G u e r n e vé-Abitbol, specifically for the purpose of having an administrator appointed by the Court to verify the legality
of the counting of postal votes and proxies and to perform
the duties assigned by law, the regulations and the Articles
of Association to the officers presiding over the Company’s
Extraordinary General Meeting convened for the second
time on 28 February 2013.
In orders handed down on 26 February 2013, the Presiding Judge of the Dijon Commercial Court dismissed their
applications and ordered them, under the terms of each of
the orders, to pay the amount of €5,000 to the Company
and SCP Valliot-Le Guernevé-Abitbol as damages for frivolous prosecution.
In statements dated 22 March 2013, Alain-Dominique
Perrin and Vermots Finance appealed the orders issued on
26 February 2013 by the Presiding Judge of the Dijon Commercial Court.
Following the full hearing in the Dijon Appeal Court on
10 April 2014, the case was reserved pending a decision on
12 June 2014.
On 16 April 2015, the Senior Presiding Judge in the
Court of Cassation noted the lapse of the appeals lodged
by Vermots Finance against the two rulings issued by the
Dijon Court of Appeal on 12 June 2014, due to its failure to
submit pleadings within the legal timeframe.
D I S P U T E W I T H T H E AU TO R I T É D E S M A R C H É S
FINANCIERS (FRENCH FINANCIAL MARKETS
AU T H O R I T Y - A M F )
The AMF Sanc tions Commission initiated procee dings against the Company on the grounds of breach of
its obligation to inform the public and failure to report
transactions in its own securities, as well as the crossing of
thresholds, and also against Sobieski SARL and SVI on the
P art 2. L egal
grounds of failure to report transactions in the Company’s
shares. These accusations were disputed by the Company,
Sobieski SARL and SVI.
In a decision issued on 30 April 2014, the AMF Sanctions Commissions upheld the accusations made against
Belvédère, Sobiesk i SARL and SVI, and ordered them
to pay pecuniary fines of €150,000, €45,000 and €15,000
respectively, and ordered the publication of its decision,
which was duly published on the AMF website, in accordance with practice.
124
It is also worth noting that the Krupnik trademark combined with graphic designs has been the subject of separate filings both in Poland and abroad; the validity of these
filings, which relates to the presence of said original visual
components, is not likely to be contested.
Lastly, the cancellation of this word mark does not
prevent the subsidiary from continuing to use its original
Krupnik bottle, which carries a label that is particularly
well known in Poland and other European markets.
B U LG A R I A D I S P U T E
The three companies appealed this decision, and the
proceedings are currently in progress at the Paris Court of
Appeal. The appeal is scheduled to be heard in the Paris
Court of Appeal on 14 January 2016.
A provision was recorded in the 2014 financial statements for the full amount of the aforementioned fines.
At the end of November 2014, the Sofia Court in Bulgaria decided to place the Bulgarian Belvédère Distribution
and Domain Menada subsidiaries under the authority of a
provisional administrator instead of the local management
team, on the basis of highly questionable grounds and with
the support of a magistrate who is subject to disciplinary
proceedings.
KRUPNIK TRADEMARK DISPUTE
Proceedings for unfair competition were initiated
by Destylarnia Sobieski, the Group’s Polish subsidiary,
against Toorank Polska Sp.Z.oo on the grounds of the illegal use of the Krupnik trademark by the latter.
In fact, this subsidiary has produced, sold and distributed a honey-based liqueur under the Krupnik trademark
for many years.
Having observed that Toorank Polska was using the
Krupnik trademark, it sent that company a letter of notice
summoning it to cease such illegal use, which remained without effect.
The subsidiary consequently decided to initiate legal
proceedings on the grounds of unfair competition, relying
on the recognition that the Krupnik trademark has earned
on the Polish market.
In response, Toorank Polska argued that the Krupnik
word mark registered in Destylarnia Sobieski’s name since
1997 was invalid, claiming that the fact that this word is
the sales name for a honey-based liqueur in the Polish language, and was devoid of any distinctive features, meant
that it could not be the subject of an exclusive right benefiting Destylarnia Sobieski via registration as a trademark.
The Polish Trademark Office upheld Toorank Polska’s
arguments and so cancelled the registration of the Krupnik
word mark in a decision dated 3 October 2012. This decision was the subject of an appeal that confirmed its terms,
and then of an appeal to the Polish Supreme Administrative Court, which overturned the appeal; the invalidity of
the trademark must therefore be considered as final.
Notwithstanding, this decision is unlikely to have any
impact on the proceedings launched by the subsidiary,
which were based on the charge, not of counterfeiting, but
of unfair competition; these proceedings are still in progress.
Following numerous legal proceedings and diplomatic
and media interventions, Belvédère regained its rights in
January 2015, and the local management team was able to
return to managing the subsidiaries in question and regain
free access to the premises.
As a reminder, the business activities in Bulgaria account for less than 1% of the Group’s revenues and total
consolidated balance sheet. Belvédère intends to take all
steps to obtain compensation for the losses suffered in Bulgaria.
UKRAINE DISPUTE
Belvédère’s Uk rainian subsidiar y, Belveder Uk raine
LLC, was placed in court-ordered liquidation in January
2014, on the basis of a decision taken by the Kiev Commercial Court following proceedings initiated at the request of
one of the company’s creditors in July 2011.
Belvédère holds around 85% of Belveder Ukraine LLC’s
overall debt.
Belveder Ukraine LLC’s assets (including both shares
in the subsidiaries owned by the company in liquidation
and assets belonging to its subsidiaries, which are now
controlled by the liquidator appointed by the Kiev Commercial Court) were transferred to a third party outside the
Company’s control in November 2014.
Following several proceedings initiated by the Company, the Kiev Court upheld the Company’s claims in early April 2015, and (i) overturned the sale of its assets in
Ukraine, which took place in November 2014, and (ii) ordered the liquidation proceedings to be reopened.
P art 2. L egal
125
Note 7.3 Consolidation scope at 31 December
2014
BELVEDERE S.A.
POLAND
Sobieski
Destylarnia Sobieski
Polmos Lancut
Domain Menada Poland
Sobieski Trade
TMT
Galerie Alkoholi
Augustowianka
Euro Agro Warszawa
Sobieski International
Sommelier
Method Interest
FC
100%
FC
90,06%
FC
97,83%
FC
100%
FC
100,00%
FC
100%
FC
100%
FC
100%
FC
100%
FC
100%
FC
100%
FC
100%
BULGARIA
Vinimpex
Sakar
Domain Menada Bulgaria
Domain Menada Vineyards
Sakar Vineyards
Bulgaria EOOD
Method
FC
FC
FC
FC
FC
FC
FC
FC
Interest
100,00%
100,00%
100,00%
99,39%
100,00%
100,00%
100,00%
100,00%
LITHUANIA
Belvedere Prekyba
Belvedere Baltic
Vilnius Degtine
Method
FC
FC
FC
Interest
60%
80%
68,29%
FRANCE
Marie Brizard
Cognac Gautier
Marie Brizard Spain
William Pitters
Moncigale
SCI Roger
Method
FC
FC
FC
FC
FC
FC
Interest
100%
100%
100%
100%
100%
100%
USA
Sobieski USA
Imperial Brands
Method
FC
FC
Interest
100%
100%
DENMARK
Duty Free
Method
FC
FC
Interest
100%
100%
BRAZIL
Dubar
Method
FC
Interest
100%
OTHER REGIONS
Belvedere Slovensko (Slovakia)
Sobieski Trading Shanghai (China)
Sobieski Beverages India (India)
Galliart (Belarus)
Galliart (Belarus)
SVI (France)
Sobieski Sarl (France)
Belvedere Distribution SIA Latvia
Method
FC
FC
FC
FC
FC
FC
FC
FC
Interest
100%
100%
100%
98,02%
98,02%
100%
100%
60%
FRANCE
Marie Brizard
Cognac Gautier
Marie Brizard Spain
William Pitters
Moncigale
Ci Nolet & Co
SCI Roger
French Distilleries
Method
FC
FC
FC
FC
FC
EM
FC
EM
Interest
100%
100%
100%
100%
100%
25,05%
100%
100%
USA
Sobieski USA
Imperial Brands
Method
FC
FC
Interest
100%
100%
DENMARK
Duty Free
Method
FC
FC
Interest
100%
100%
BRAZIL
Dubar
Method
FC
Interest
100%
UKRAINE
Belvedere Ukraina
Italiano
Boisson Elite
Method
FC
FC
FC
Interest
100%
100%
100%
OTHER REGIONS
Belvedere Slovensko (Slovakia)
Sobieski Trading Shanghai (China)
Sobieski Beverages India (India)
Galliart (Belarus)
Galliart (Belarus)
SVI (France)
Sobieski Sarl (France)
Belvedere Distribution SIA Latvia
Method
FC
FC
FC
FC
FC
FC
FC
FC
Interest
100%
100%
100%
98,02%
98,02%
100%
100%
60%
I N 2013:
BELVEDERE S.A.
POLAND
Sobieski
Destylarnia Sobieski
Polmos Lancut
Domain Menada Poland
Sobieski Trade
TMT
TMT Centrum
Rokicki
Wawrzyniak II
HZ
Hasis
Galerie Alkoholi
Tritex
Redo
Augustowianka
Multihurt
MAAK
Euro Agro Warszawa
Sobieski International
Sommelier
Method
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
FC
Interest
100%
90,06%
97,83%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
BULGARIA
Vinimpex
Sakar
Domain Menada Bulgaria
Domain Menada Vineyards
Sakar Vineyards
Method
FC
FC
FC
FC
FC
FC
FC
Interest
100,00%
100,00%
100,00%
99,39%
100,00%
100,00%
100,00%
LITHUANIA
Belvedere Prekyba
Belvedere Baltic
Vilnius Degtine
Method
FC
FC
FC
Interest
60%
80%
68,29%
P art 2. L egal
126
Note 7.4 Related parties
R E M U N E R AT I O N O F D I R E C TO R S A N D S E N I O R
MANAGEMENT
(€000)
Remuneration received
Expenses related to post-employment benefits
Expenses related to compensation at end of employment
2014
2013
2012
3 312
n/a
n/a
940
n/a
n/a
866(1)
63
n/a
(1) Correction relating to the remuneration paid to Katarzyna Paczesniak by Sobieski SARL in respect of the
2012 financial year. Her remuneration was approved by
the General Meeting of said company’s shareholders on 28
May 2013.
OT H E R R E L AT E D PA R T I E S
Other related parties primarily consist of non-consolidated Group subsidiaries. No material transactions were
performed with these parties.
Note 7.5 Statutory Auditors’ fees
Mazars
Statutory audit, certification, examination of
Company and consolidated financial
statements
Belvédère SA
Subsidiaries
Other procedures directly related to the
statutory audit
Belvédère SA
Subsidiaries
Sub-total audit
Other services (legal, tax, HR, other)
Sub-total other services
Total
2014
€000
2013
2012
1 065
1 088
1 047
66%
97%
494
571
613
475
546
501
31%
36%
28
25
3
1 116
33
12
21
1 080
1 116
1 080
516
516
1 581
21
21
1 602
%
2013
Renart
2014
€000
2013
2012
99%
120
144
136
7%
100%
51%
46%
47%
52%
120
144
136
7%
0%
100%
0%
32%
32%
0%
99%
1%
3%
1%
2%
100%
0%
1%
0%
1%
100%
0%
-
-
121
144
136
0%
0%
0%
8%
0%
0%
0%
0%
100%
100%
100%
100%
100%
121
144
136
8%
100%
100%
2014
The other audits directly relating to the Statutory Auditors’ assignment in 2014 mainly involved audits on the
internal control system.
Note 7.6 Post-balance sheet events
The main post-balance sheet events are as follows:
2012
1
1
2014
%
2013
A L LOT M E N T O F B O N U S S H A R E S A N D S TO C K
O P T I O N S TO E M P LOY E E S A N D M A N A G E R S
At its meeting on 12 March 2015, the Board of Directors
of Belvédère SA (Euronext Paris: BVD) decided to allot
9,320 bonus shares and 480,000 stock options on Belvédère
SA shares to certain Group employees and managers, under the conditions set out below.
R E PAY M E N T O F T H E C A R R Y - B A C K R E C E I VA B L E
Belvédère was informed by the large cap department of
the French Public Finance Department that its request for
the repayment of a receivable had been accepted on 19 February 2015. As a result, the repayment of €31 million was
received on 26 February 2015.
This decision, which was taken with the authorisation
of the General Meeting of Shareholders on 16 September
2014, will enable a better alignment of the interests of the
beneficiaries (employees and managers) with those of the
Belvédère Group’s shareholders.
Allotment of bonus shares
The Board of Directors therefore decided to allot 20
bonus shares to every employee of Belvédère SA and its
French subsidiaries, i.e. a total number of 9,320 bonus
shares. These bonus shares will vest at the end of a two-year
2012
100%
0%
P art 2. L egal
period following their allotment, on the sole condition that
the employee still works at the Company at the end of that
period, and with no specific performance conditions. The
shares will be non-transferable for a period of five years
beginning at the end of the aforementioned vesting period.
127
registered form until the termination of his employment,
in accordance with paragraph 4 of Article L. 225-185 of the
DISPOSAL OF SUBSIDIARIES AND STREAMLINING
OF THE LEGAL STRUCTURE
Allotment of options subject to performance conditions
The 480,000 stock options (the “Options”) have been allotted to 26 managers employed by the Belvédère Group,
including Jean-Noël Reynaud, the Chief Executive Officer,
who has been allotted 110,000 Options.
The Options will give each beneficiar y the right to
subscribe to or purchase one share in Belvédère SA at an
exercise price of €10.64 per share, calculated on the basis
of the average opening price for Belvédère shares over the
last 20 trading sessions prior to the date of the Board of
Directors’ meeting.
The Options allotted may only be exercised in stages,
and subject to the fulfilment of performance conditions
under the following conditions:
- A maximum of 20% of the Options allotted may be
exercised in 2015, subject to the achievement of a determined level of consolidated underlying operating profit/
(loss) for the financial year ended 31 December 2014, on
the basis of the 2014 consolidated financial statements, on
the understanding that a certain number of these Options
could nonetheless be exercised if this target was partially
achieved;
exercised in 2016, subject to the achievement of a determined consolidated EBITDA/revenues margin on the basis
of the 2015 consolidated financial statements, on the understanding that a certain number of these Options could
be exercised if this target was partially achieved;
exercised in 2018, subject to the achievement of a determined consolidated EBITDA/revenues margin on the basis
of the 2017 consolidated financial statements, on the understanding that a certain number of these Options could
be exercised if this target was partially achieved;
The Board of Directors will assess compliance with
these performance conditions, on the understanding that
the condition of employment within the Group at the time
when the Options are exercised has also been provided for
in the allotment plan.
In addition to the obligation to retain 50% of the shares
for a period of two years from the exercise date for the corresponding Options determined by the Board of Directors,
to which all the beneficiaries of the Options will be subject,
Jean-Noël Reynaud will be required to retain at least 20%
of the shares resulting from the exercise of the Options in
The Belvédère Group disposed of its interest in Galiart,
a Belarus company, in February 2015, while the disposal of
Galerie Alkoholi, a Polish company, was approved by the
Dijon Commercial Court on 21 April 2015.
Furthermore, in order to reduce the number of legal
entities that make up the Group, a simplified merger transaction between Marie Brizard & Roger International and
William Pitters International was performed on 8 April
2015.
4.2 Statutory Auditors’ report on the 2014 consolidated financial statements
Pursuant to the assignment entrusted to us by your General Meeting of Shareholders, we hereby present our report for the year ended 31 December 2014 on:
- the audit of Belvédère SA’s consolidated financial statements, as appended to this report;
- the justification of our assessments;
- the specific verification required by law.
The consolidated financial statements have been approved by the Board of Directors. It is our responsibility,
on the basis of our audit, to express an opinion on these
consolidated financial statements.
I - Opinion on the consolidated financial statements
We performed our audit according to the standards
of the profession applicable in France; these standards
require the implementation of procedures enabling reasonable assurance to be obtained that the consolidated financial statements are free of material misstatements. An
audit consists in verifying, through sample tests or other
selection methods, the documents underlying the amounts
and information shown in the consolidated financial statements. It also consists of an assessment of the accounting
principles followed, the significant estimates made and the
presentation of the statements as a whole. We consider that
the evidence we have gathered is sufficient and appropriate
to form the basis for our opinion.
P art 2. L egal
We hereby certify that, with regard to IFRS as adopted within the European Union, the consolidated financial
statements for the financial year are in order and accurate
and give a true and fair view of the assets and liabilities, financial position and earnings of the group made up of the
persons and entities included in the consolidation scope.
Without calling the above opinion into question, we
draw your attention to the following points set out in:
- Note 1.1 “Highlights” in the Notes to the Financial
Statements regarding the “Work performed on strengthening the organisational structure and operation of the
accounting and financial procedures forming part of the
control system”, which describes the work undertaken by
the Company in this context. This information remedies
the shortfalls that led us to express a qualification in our
reports on the previous financial years;
- Sections 2 “Presentation changes” and 3 “New standards and amendments” in Note 1.2 “Accounting rules and
policies”, which respectively set out the changes made to
the presentation of the consolidated income statement and
the new standards of mandatory application;
- Note 4.4 “Non-recurring operating income and expenses”, which includes details of expenses relating to the
Group’s financial restructuring;
- Note 7.2 “Disputes and contingent liabilities” in the
Notes to the Financial Statements, which details the main
disputes and contingent liabilities, in particular the dispute
between various Group companies and the tax authorities.
II – Justification of our assessments
Pursuant to the provisions of Article L. 823-9 of the
French Commercial Code relating to the justification of
our assessments, we would draw the following matters to
your attention:
- As part of our assessment of the accounting principles
and policies applied by your Company, we specifically reviewed the procedures for impairing goodwill and trademarks detailed in section 13 “Impairment of fixed assets”
in Note 1.2 “Accounting rules and policies”, and in Notes
5.1 “Goodwill” and 5.2 “Trademarks and other intangible
assets” to the Financial Statements. We assessed the assumptions used to determine the recoverable value of these
assets for the purpose of comparing them with their book
value. This recoverable value was primarily assessed on the
basis of forecast future cash flows discounted as at the end
of 2014. We did not identify any factors likely to globally
call into question the reasonable nature of the assumptions
adopted by Management as part of the impairment tests.
These assessments were made as part of our audit of the
consolidated financial statements, taken as a whole, and
therefore assisted us in forming our opinion, as expressed
128
in the first part of this report.
III - Specific verification
In accordance with the professional standards applicable in France, we also performed the specific verifications, required by French law, on the information provided
in the Group Management Report.
We have no comment to make on the fair presentation
of that information and on its consistency with the consolidated financial statements.
Fontaine-lès-Dijon and Paris La Défense, 20 May 2015
The Statutory Auditors,
RENART, GUION & ASSOCIES
Aurélie TRUCY
MAZARS Romain MAUDRY
Dominique MULLER
P art 2. L egal
129
4.3 H1 2015 consolidated
income statement
H alf
year
C onsolidated I ncome S tatement
H1 2015
H1 2014
restated(1)
H1 2013
restated(1)
348 020
(125 332)
222 688
(149 178)
(34 671)
(31 755)
(4 846)
(3 085)
5 774
(5 829)
(902)
1 757
(3 054)
(2 199)
76
(735)
(659)
6 362
(5 888)
(185)
(2 384)
(383)
329 129
(107 759)
221 370
(150 392)
(33 396)
(30 312)
(5 287)
(3 609)
6 902
(5 988)
(711)
1 893
(3 366)
(2 184)
126
(791)
(665)
6 200
(12 655)
(7 120)
(9 304)
(115)
(2 767)
(9 417)
402 761
(149 115)
253 646
(177 482)
(40 990)
(32 702)
(5 334)
(4 119)
7 042
(7 691)
(7 629)
21 742
(28 156)
(14 043)
411
(4 496)
(4 085)
157 105
(14 208)
138 812
124 769
(2 738)
101
122 133
(2 767)
(3 239)
(3 239)
(9 417)
(9 646)
(9 646)
122 133
121 886
121 886
472
472
227
227
246
246
-0,12 €
-0,12 €
-0,36 €
-0,36 €
10,08 €
8,75 €
-0,12 €
-0,12 €
-0,36 €
-0,36 €
10,08 €
8,75 €
Weighted average number of shares outstanding
26 475 753
26 428 965
12 089 304
Diluted weighted average number of shares outstanding
32 425 496
26 428 965
13 931 402
Revenues
Excise duties
Purchases consumed
External charges
Personnel costs
Taxes and levies
Gross cost of borrowings
Other financial income
Other financial expenses
Income tax
Profit/(loss) from discontinued operations, net of tax
Net profit/(loss)
Group share
Non-controlling interests
(1)
Note
3
3
4
5
6
6
7
7
8
8
8
8
9
Restated in light of the changes in accounting policy and presentation explained in Note 1 - Accounting policies and methods
H alf
year
P art 2. L egal
130
C onsolidated C omprehensive I ncome S tatement
€000
H1 2015
H1 2014
H1 2013
( 1)
restated ( 1)
restated
Net profit/(loss)
(2 767)
(9 417)
122 133
Cash flow hedging
(1 761)
1 243
485
(3 376)
(3 284)
(3 828)
544
(8 932)
(9 160)
226
118 757
118 723
33
Items that may be reclassified to P/L
Items not reclassified to P/L
(518)
485
(3 376)
Revaluation of liabilities under defined
benefit pension plans
Group share
(1)
Restated in light of the changes in accounting policy and presentation explained in Note 1 - Accounting
policies and methods
The amounts of comprehensive income/(loss) are shown
net of tax.
H alf
year
P art 2. L egal
131
C onsolidated B alance S heet
€000
ASSETS
Goodwill
Intangible assets
Financial assets
Deferred tax assets
Non-current assets
Inventory and work-in-progress
Trade receivables
Tax receivables
Current assets
Total assets
(€000)
LIABILITIES
Share capital
Premiums
Consolidated and other reserves
Employee benefits
Current provisions
Tax liabilities
Current liabilities
Total liabilities
Note
30 June 31 December 31 December
2015
2014
2013
restated(1)
restated(1)
11
12
13
14
30 039
111 119
43 148
1 931
29 932
110 900
42 922
1 624
9
2 998
189 235
80 831
95 100
1 695
27 024
68 995
273 645
2 198
465 078
3 220
188 597
70 095
98 982
33 164
21 373
77 184
300 797
5 877
495 272
15
16
17
18
2
Note
19
20
21
22
9
24
21
22
22
24
2
30 646
111 240
51 653
5 767
3 089
2 308
204 703
100 196
134 355
31 275
25 869
36 470
328 167
532 870
2015
2014
2013
restated(1)
restated(1)
52 974
416 362
(261 444)
(19 389)
(3 239)
185 264
11 261
196 525
6 260
6 048
1 497
37 859
53 131
104 794
3 790
1 075
27 686
58 636
1 417
71 155
163 758
465 078
52 973
416 359
(243 844)
(17 545)
(19 125)
188 817
10 696
199 514
6 071
7 473
2 202
38 768
64 227
118 740
3 972
1 112
32 321
56 985
55
77 813
172 258
4 760
495 272
52 972
416 353
(433 791)
(13 968)
190 272
211 838
9 906
221 744
5 132
7 072
2 353
40 731
74 346
129 634
3 523
1 480
13 510
64 310
(1 494)
100 162
181 491
532 870
(1) Restated in light of the changes in accounting policy and presentation explained in Note 1 - Accounting policies and methods
H alf
year
P art 2. L egal
132
C onsolidated C ash F low S tatement
€000
Total consolidated net profit/(loss)
Less net profit/(loss) from discontinued operations
Net profit/(loss) on continuing operations
Income/(loss) from equity associates
Fair value revaluation gains/losses
Impact of discounting
Difference between the fair value/cash obtained on the transfer of treasury shares
Gains/(losses) on disposals and dilution
Dividend income
Operating cash flow after net cost of borrowings and tax
Income tax charge (credit)
Operating cash flow before net cost of borrowings and tax
Change in working capital 1 (inventories, trade receivables/payables)
Change in working capital 2 (other items)
Taxes
Cash flows from operating activities
30 Juin 2015
6 mois
30 Juin 2014
6 mois
restated(1)
30 Juin 2013
6 mois
restated(1)
(2 767)
(9 417)
122 133
(2 767)
(9 417)
1 634
295
2 970
6 576
122 133
(101)
9 070
14
(28 664)
(124 821)
66
286
2 548
2 485
383
668
3 536
6
(21)
(308)
115
667
473
7 886
8
(14 475)
2 738
4 116
(7 621)
(5 203)
(27 396)
28 543
(520)
31 242
(49 104)
(2 800)
(20 189)
(24 257)
41 441
(589)
8 974
(2 392)
(1 981)
(238)
(4 075)
3 507
19 661
(2 931)
Purchase of PP&E and intangible assets
Purchase of financial assets
Increase in loans and advances granted
(331)
Decrease in loans and advances granted
35
Disposal of PP&E and intangible assets
596
Disposal of financial assets
Other investment and disposal flows
Dividends received
179
Impact of change in consolidation scope
(2 452)
Cash flow from investment activities
Capital increase
7
Purchase of treasury shares
Sale of treasury shares
226
Borrowings received
(1 249)
Borrowings repaid
Net interest paid
(654)
Net change in short-term debt
(4 821)
Cash flow from financing activities
(6 491)
741
Impact of fluctuations in exchange rates
Cash flows from operations sold and sale proceeds
231
(8 490)
Opening cash and cash equivalents
77 184
Cash reclassifications *
300
Cash from held-for-sale operations
Closing cash and cash equivalents
68 995
(8 490)
* In 2013, the cash and cash equivalents reclassification corresponds to a bank account previously blocked and released.
(130)
4 305
270
(8)
3 478
5 531
16 866
7
(489)
47
1 077
(924)
(824)
4 406
3 252
2 808
(169)
(3 937)
(1 958)
(3 209)
155
(1 335)
(11 252)
21 296
36 470
10
28 175
1 306
25 228
(11 252)
50 777
21 296
416 359
3
416 362
52 973
1
52 974
203
1 446
(221)
295
(88)
(2)
(265 720)
203
(3 239)
(221)
(221)
1 243
1 243
(263 016)
330
(262 686)
(3 239)
295
(70)
3
196 525
295
(88)
(2)
185 264
(19 389)
(188)
66
66
66
(1 832)
(1 832)
18
5
11 261
544
10 695
472
72
(254)
199 183
330
199 514
(2 767)
(1 761)
1 243
(3 284)
4
(17 557)
10 695
21
212 351
188 487
330
188 817
(3 239)
(1 832)
1 243
(3 828)
4
10 132
(489)
(8 932)
7
221 384
359
221 744
(9 417)
485
146 356
(254)
21
202 216
226
9 906
227
(1)
9 906
7 834
(17 557)
(13 482)
(721)
294
21
(253 207)
(489)
(9 160)
7
211 477
359
211 836
(9 646)
486
138 521
118 757
53
2 000
9 980
314 221
(299 002)
347
(298 655)
122 133
(3 376)
Total
equity
capital
416 359
52 973
416 359
52 973
(500)
486
(221)
(221)
11
(9 646)
486
(13 968)
(13 968)
(757)
33
7 801
246
(213)
7 801
Noncontrolling
interests
P art 2. L egal
1 January 2015 b/fwd
IFRIC 21 restatement
1 January 2015 b/fwd restated (1)
H1 2015 net profit/(loss)
Other items
Comprehensive income/(loss) for the period
Stock option plan expenses
Changes in consolidation
Other changes
30 June 2015 c/fwd
6
1
294
294
(16 414)
118 723
53
2 000
9 980
314 221
(306 803)
347
(306 457)
121 886
(3 163)
Equity group
share
in
(243 953)
359
(243 594)
(9 646)
(305 393)
9 980
(10 737)
Treasury
shares and
redeemable
share
warrants
(10 737)
C hanges
416 353
408 126
52 959
(3 163)
(3 163)
(13 251)
(13 251)
Translation
reserves
of
52 972
268 151
46 070
121 886
Fair value
adjustments
S tatement
416 353
48
1 927
5
73
Actuarial
gains/losses
year
52 972
138 000
6 811
(427 627)
347
(427 280)
121 886
Consolidat
ed reserves
H alf
H1 2014 net profit/(loss) restated (1)
Other items
Comprehensive income/(loss) for the period restated (1)
30 June 2014 c/fwd restated (1)
138 000
6 811
H1 2013 net profit/(loss) restated (1)
Other items
Comprehensive income/(loss) for the period restated (1)
30 June 2013 c/fwd restated (1)
Premiums
Share
capital
€000
133
S hareholders ’ E quity
P art 2. L egal
N O T E S T O T H E C O N D E N S E D C O N S O L I D AT E D
HALF YEAR FINANCIAL STATEMENTS
Marie Brizard Wine & Spirits (MBWS) is a société anonyme (French public limited company) with a Board of Directors incorporated under French law, and subject in particular to the provisions of the French Commercial Code.
MBWS shares are listed on Euronext Paris (Compartment
B) and the Warsaw Stock Exchange ( WSE). The MBWS
Group operates in the wines and spirits sector.
134
below.
Standards, interpretations and IFRS amendments adopted by the European Union and compulsory from 1 January 2015
- IFRS improvements published in December 2013
(2011-2013 cycle)
- IFRIC 21 - Levies
The Group has been the subject of a rehabilitation plan
since the Court decision issued on 9 April 2013.
The changes and consequences related to IFRIC 21 are
explained in detail in Note 1.2 - Changes in accounting
policies.
The Company’s registered office is located at 19 Boulevard Paul Vaillant Couturier, 40 Quai Jean Compagnon,
Ivry-sur-Seine (94200), France.
The other standards compulsory in the European Union
from 1 January 2015 had no impact on the Group’s financial statements.
The condensed consolidated financial statements for
the six months ended 30 June 2015 were approved by the
Board of Directors on 28 September 2015.
Standards, interpretations and IFRS amendments published but not yet applicable or applied optionally by the
Group
The 30 June 2015 General Meeting resolved to change
the Company’s name from «Belvédère» to «Marie Brizard
Wine & Spirits» and to transfer the registered office to the
following address: 19 Boulevard Paul Vaillant Couturier,
40 Quai Jean Compagnon, 94200 Ivry-sur-Seine, France
Note 1. Accounting policies and methods
Note 1.1 Accounting principles and policies
applied
The condensed consolidated financial statements of
MBWS SA and its subsidiaries (the Group) for the six
months ended 30 June 2015 have been prepared in compliance with IAS 34 - Interim Financial Reporting and with
all standards and interpretations adopted by the European
Union that are compulsorily applicable to financial years
beginning on or after 1 January 2015.
International accounting standards include IFRS, IAS
(International Accounting Standards) and their interpretations.
The condensed financial statements do not contain all of
the information required by IFRS for the presentation of
annual financial statements and should therefore be read in
conjunction with the Group annual consolidated financial
statements for the year ended 31 December 2014 as presented in the 2014 Annual Financial Report, which may be
viewed on the Company website at http://www.mbws.com.
The accounting policies and methods applied to the
condensed consolidated financial statements for the six
months ended 30 June 2015 are identical to those applied
to the consolidated financial statements for the prior year,
with the exception of the new accounting standards listed
Standards adopted:
- IFRS improvements published in December 2013
(2010-2012 cycle);
- Amendments to IAS 19 - Defined Benefit Plans: Employee Contributions;
Standards not yet adopted:
- IFRS 15 – Revenue from Contracts with Customers;
- IFRS 9 – Financial Instruments (a standard intended
to gradually supersede IAS 39);
- Amendments to IFRS 10 and IAS 28 – Sales or Contributions of Assets between an Investor and its Associate/
Joint Venture;
- Amendments to IAS 16 and IAS 38 – Clarification of
Acceptable Methods of Depreciation and Amortisation;
- Amendments to IAS 16 and IAS 41 - Agriculture: Bearer Plants;
- Amendments to IFRS 11 – Accounting for Acquisitions of Interests in Joint Operations;
- Amendments to IAS 1 - Disclosure Initiative;
- IFRS improvements published in September 2014
(2012-2014 cycle).
The potential impact of the application of these new
standards and amendments on the financial statements is
currently under review.
1.2 Changes in accounting policies
Since 1 January 2015, the Group has applied IFRIC 21
- Levies, an interpretation that defines the date on which a
liability related to the payment of a levy or contribution is
to be recognised. The triggering event for the recognition
of the liability is now the date on which the levy falls due.
P art 2. L egal
Given the retrospective application of IFRIC 21 - Levies, the 2013 and 2014 consolidated financial statements
have been adjusted accordingly for the purposes of comparison. The impact of this change in accounting policy is
explained further in section 1.7 – Restatement of comparative information.
1.3 Presentation changes
For the preparation of the 2014 consolidated financial
statements and as part of the drive to harmonise its accounting practices, the MBWS Group changed the presentation of the following items in its financial statements:
- Revenues: Group revenues are presented net of any
discounts and commercial benefits granted. This presentation change only concerns the US subsidiary, which recognised these costs in its external expenses.
135
1.6 Share-based payments
The Group granted stock options and bonus shares to
its managers and employees during the first half of 2015.
Pursuant to IFRS 2, these share-based payments are
measured at the grant date and recognised under personnel costs over the vesting period. This expense, which
represents the fair value of the stock options and bonus
shares, is offset by an equivalent increase in shareholders’
equity.
1.7 Restatement of comparative information
The changes in accounting policy and presentation
made by the Group for the period ended break down as
follows:
See the following page
- Excise duties: in accordance with the practices of sector peers and to improve comparability, the MBWS Group
has added a line item to its income statement showing revenues excluding excise duties on volumes sold.
The Group retains in inventory the excise duties paid
over the period for products not yet sold and therefore still
included in inventory. These duties will be released from
inventory when the products are sold over subsequent periods.
This presentation primarily affects the Polish and Lithuanian entities.
These presentation changes, which have no impact on
the MBWS Group’s operating profit/(loss), are set out in
section 1.7 of the present Note – Restatement of comparative information.
1.4 Underlying valuation principles
The financial statements have been prepared according
to the historical cost principle, with the exception of certain asset and liability categories measured at fair value in
accordance with the rules imposed by IFRS.
1.5 Use of estimates and assumptions
The preparation of IFRS consolidated financial statements requires management to make judgements and estimates and to use assumptions that affect the accounting
principles applied, as well as the valuation of assets, liabilities, income and expenses. Such estimates and assumptions are based on experience and on a set of criteria that
Management considers reasonable and realistic, without
third parties necessarily being in a position to judge those
estimates and assumptions. Actual future results may differ
from such estimates.
The underlying estimates and assumptions are reviewed
on an ongoing basis. The impacts of such reviews are
posted to the accounting period during which the reviews
took place or to future accounting periods if applicable.
The impact on the consolidated income statement results from the fact that the total annual expense related to
certain levies, mainly in France, is no longer spread over
the whole year but fully recognised at the date of the triggering or obligating event (usually 1 January).
Gross revenues
Excise duties
Purchases consumed
External charges
Personnel costs
Taxes and levies
Income tax
Net profit/(loss)
Group share
Gross revenues
Excise duties
Purchases consumed
External charges
Personnel costs
Taxes and levies
Income tax
Net profit/(loss)
Group share
P art 2. L egal
H1 2014
reported
330 525
(163 339)
(34 792)
(30 312)
(99 348)
(3 609)
6 902
(5 988)
40
1 893
(3 366)
(1 433)
(7 120)
(8 553)
(352)
136
Excise duty
restatements
Commercial
discounts
and benefits
US
404 134
(175 525)
(42 363)
(32 702)
(155 677)
(4 119)
7 042
(7 691)
(6 900)
21 742
(28 156)
(13 314)
138 812
125 498
(2 966)
101
122 634
122 634
122 377
256
(751)
237
(513)
(513)
(504)
(10)
(9 417)
(9 417)
(9 646)
227
IFRIC 21
impact
30 Juin
2013
restated
12 947
1 396
94 812
(751)
(751)
(751)
Excise duty
restatements
Commercial
discounts
and benefits
US
(1 373)
(149 115)
(1 957)
1 373
151 072
30 June
2014
restated
329 129
(107 759)
221 370
(150 392)
(33 396)
(30 312)
(5 287)
(3 609)
6 902
(5 988)
(711)
1 893
(3 366)
(2 184)
(7 120)
(9 304)
(115)
(1 396)
(107 759)
(8 904)
(8 904)
(9 142)
237
H1 2013
reported
IFRIC 21
impact
(729)
(729)
(729)
(729)
228
(501)
(501)
(492)
(10)
402 761
(149 115)
253 646
(177 482)
(40 990)
(32 702)
(5 334)
(4 119)
7 042
(7 691)
(7 629)
21 742
(28 156)
(14 043)
138 812
124 769
(2 738)
101
122 133
122 133
121 886
246
P art 2. L egal
137
Restatement of consolidated balance sheets
31/12/2013
ASSETS
Goodwill
Intangible assets
Financial assets
Deferred tax assets
Non-current assets
Current assets
Total assets
LIABILITIES
Share capital
Premiums
Consolidated reserves
Employee benefits
Current provisions
Tax liabilities
Current liabilities
Total liabilities
31 December
2013
reported
30 646
111 240
51 653
5 767
3 089
2 497
204 892
328 167
533 059
31 December
2013
reported
IFRIC
21
impact
(189)
(189)
(189)
IFRIC
21
impact
31/12/2014
31 December
2013
restated
31 December
2014
reported
30 646
111 240
51 653
5 767
3 089
2 308
204 703
328 167
29 932
110 900
42 922
1 624
532 870
3 393
188 771
300 797
5 877
495 445
31 December
2013
restated
31 December
2014
reported
52 973
416 359
(244 204)
(17 545)
(19 096)
188 488
10 696
199 184
6 071
7 473
2 202
38 768
64 227
118 740
3 972
1 112
32 321
56 985
558
77 813
172 761
4 760
495 445
52 972
416 353
(434 138)
(13 968)
190 260
211 479
9 906
221 385
5 132
7 072
2 353
40 731
74 346
129 634
3 523
1 480
13 510
64 310
(946)
100 162
182 040
(548)
52 972
416 353
(433 791)
(13 968)
190 272
211 838
9 906
221 744
5 132
7 072
2 353
40 731
74 346
129 634
3 523
1 480
13 510
64 310
(1 494)
100 162
181 491
533 059
(189)
532 870
The impact on the consolidated balance sheets results
from the application of IFRIC 21.
347
12
359
359
(548)
IFRIC
21
impact
31 December
2014
restated
29 932
110 900
42 922
1 624
(173)
(173)
(173)
IFRIC
21
impact
359
(30)
330
330
(503)
(503)
(173)
3 220
188 597
300 797
5 877
495 272
31 December
2014
restated
52 973
416 359
(243 844)
(17 545)
(19 125)
188 817
10 696
199 514
6 071
7 473
2 202
38 768
64 227
118 740
3 972
1 112
32 321
56 985
55
77 813
172 258
4 760
495 272
P art 2. L egal
138
Note 2. Change in consolidation scope
Note 3. Segment information
In the first half of 2015 the Group sold off non-strategic
and/or loss-making operations in Poland and Belarus, as
announced in the strategic plan.
The segment financial information is presented along
the same lines as the internal reporting used to measure
Group performance.
The companies in question are not included in the first
half 2015 consolidated financial statements.
In addition, William Pitters International merged with
Marie Brizard & Roger International in February 2015.
€000
Revenues
Excise duties
Segment information - income statement
Poland
Lithuania
Bulgaria
Other
countries
Holding
company
Intersegment
28 756
601
29 357
(18 180)
11 177
2 987
95
3 081
12 094
(9 058)
(9 058)
3 081
12 094
(704)
11 390
22
1 903
1 925
115 260
190 785
4 576
195 361
(106 448)
88 913
1 925
(9 058)
4 794
(797)
646
(821)
246
France and
international
cluster
113 376
1 884
115 260
(4 969)
Revenues
Excise duties
Revenues
Excise duties
348 020
(125 332)
222 688
(1 297)
(185)
(383)
(2 767)
France and
international
cluster
115 364
591
115 955
Poland
Lithuania
Bulgaria
Other
countries
Holding
company
Intersegment
27 986
97
28 083
(17 936)
10 147
2 250
144
2 394
13 735
(8 004)
(8 004)
2 394
13 735
(742)
12 993
1
25
26
115 955
169 793
7 146
176 939
(89 081)
87 858
26
(8 004)
5 426
(810)
540
(1 029)
(2 837)
(2 000)
H1 2014
restated(1)
329 129
329 129
(107 759)
221 370
(711)
(1 473)
(7 120)
(115)
(9 417)
Non-recurring income and expenses
Income tax
Profit/(loss)
€000
348 020
(902)
Income tax
Profit/(loss)
€000
H1 2015
France and
international
cluster
126 097
1 225
127 322
Poland
Lithuania
Bulgaria
Other
countries
Holding
company
Intersegment
22 602
1 176
23 778
(15 090)
8 688
2 870
236
3 106
14 976
(7 648)
(7 648)
3 106
14 976
(846)
14 130
1
27
28
127 322
236 215
4 983
241 198
(133 179)
108 019
28
(7 648)
3 968
(1 954)
151
(1 022)
(1 514)
(7 260)
Income tax
Profit/(loss)
H1 2013
restated(1)
402 761
402 761
(149 115)
253 646
(7 629)
(6 414)
138 812
101
(2 738)
122 133
P art 2. L egal
139
Segment information - balance sheet
€000
30 June
2015
France and
international
cluster
Poland
Lithuania
Bulgaria
Other
countries
Holding
company
24 446
98 848
14 521
137 815
5 253
10 050
15 235
30 538
340
125
9 142
9 607
176
2 162
2 338
1 146
2 027
3 174
772
61
833
30 039
111 119
43 148
184 305
41 706
9 883
6 846
(5 618)
3 091
13 203
69 110
(43 571)
(16 185)
(2 692)
46
(277)
(25 313)
(87 992)
Capital employed
135 950
24 237
13 762
(3 235)
5 987
(11 277)
165 423
1 419
(1 238)
404
(1 137)
1 539
(506)
42
(116)
60
(76)
2
(13)
3 466
(3 085)
France and
international
cluster
Poland
Lithuania
Bulgaria
Other
countries
Holding
company
24 446
98 732
14 430
137 608
5 152
9 875
15 899
30 926
334
118
8 120
8 572
177
2 239
2 416
1 235
2 163
3 399
762
71
833
29 932
110 900
42 922
183 753
36 714
3 912
8 100
(6 897)
(6 795)
47 726
82 760
(45 640)
(20 452)
(2 829)
46
286
(31 170)
(99 760)
Capital employed
128 682
14 385
13 842
(4 436)
(3 110)
17 389
166 753
1 986
(2 906)
2 263
(3 001)
211
(962)
160
(326)
141
(164)
84
(23)
4 847
(7 382)
France and
international
cluster
Poland
Lithuania
Bulgaria
Other
countries
Holding
company
24 446
98 725
17 667
140 838
5 857
10 275
18 529
34 661
343
57
8 936
9 336
187
2 124
2 311
1 242
4 390
5 632
755
7
762
30 646
111 240
51 653
193 539
53 364
36 941
8 721
(2 317)
(10 170)
36 465
123 004
(47 086)
(25 573)
(2 933)
134
(1 230)
(36 081)
(112 769)
Capital employed
147 116
46 029
15 124
128
(5 768)
1 146
203 774
Capital expenditure
1 177
(2 746)
1 321
(3 541)
243
(1 071)
1 547
(690)
275
(407)
3
(6)
4 565
(8 461)
Goodwill
Intangible assets
Fixed assets
Working capital
Capital expenditure
€000
Goodwill
Intangible assets
Fixed assets
Working capital
Capital expenditure
€000
Goodwill
Intangible assets
Fixed assets
Working capital
Intersegment
Intersegment
Intersegment
31 December
2014
restated(1)
31 December
2013
restated(1)
P art 2. L egal
140
Note 4. External charges
€000
H1 2015
H1 2014
restated(1)
H1 2013
restated(1)
Marketing and promotion
Rental and maintenance
Transport
Other external services
External charges
(6 122)
(5 632)
(5 363)
(17 554)
(34 671)
(7 719)
(6 611)
(5 250)
(13 817)
(33 397)
(12 834)
(7 009)
(6 746)
(14 401)
(40 990)
(1) Restated in light of the changes in accounting policy and presentation explained in Note 1 Accounting policies and methods
First half marketing and promotion expenditure decreased by €1.6m from first half 2014 mainly due to the
deferral of promotion campaigns until the second half of
2015.
The increase in other external services was mainly due
to the increase in fees, largely related to the provision of
management services for the implementation of the BiG
2018 strategic plan during first half 2015. In the previous
year, most of this expenditure was incurred during the second half.
Note 5. Personnel costs
€000
H1 2015
H1 2014
H1 2013
Payroll
Social security and personal insurance charges
Retirement provisions
Other
Personnel costs
(23 975)
(7 641)
(139)
(23 003)
(7 318)
68
(59)
(30 312)
(24 588)
(7 969)
13
(158)
(32 702)
Total headcount
(31 755)
30 June
2015
30 June
2014
30 June
2013
2 332
2 690
3 074
The increase in personnel costs is mainly due to the recruitment drive carried out chiefly by the holding company
since June 2014 and stepped up in January 2015, partly offset by the impact of restructuring operations in Poland,
Belarus and France.
Note 6. Other operating income and expenses
Other operating income and expenses are analysed as
follows:
€000
Proceeds from disposals of fixed assets
Income
Expenditure
H1 2015
net
H1 2014
net
H1 2013
net
4 443
(3 910)
533
1 331
5 774
(1 919)
(5 829)
(588)
(55)
1 684
17
(786)
915
(476)
(349)
177
(648)
P art 2. L egal
141
Note 7. Non-recurring income and expenditure
€000
Income
Expenditure
H1 2015
net
747
952
58
1 757
(1 201)
(448)
(1 329)
(76)
(3 054)
(454)
504
(1 329)
(18)
(1 297)
Income
Expenditure
1 893
(3 367)
H1 2014
net
(1 474)
Income
Expenditure
21 743
(28 156)
Restructuring income and expenses
Gains/losses on asset disposals
Items related to Group financial restructuring
Other
Non-recurring income and expenditure
€000
€000
Non-recurring operating income and expenditure
consist of non-recurring transactions and are excluded
from underlying operating profit/(loss) in order to improve readability, particularly in terms of drawing comparisons between the periods presented.
H1 2013
net
(6 413)
- Net restructuring costs mainly incurred in Bulgaria
and the US;
- Net proceeds from asset disposals, mainly from the
sale of Galerie Alkoholi and Galiart.
First half 2015 non-recurring income and expenditure
comprised:
- €1,329,000 of expenses related to the Group’s debt restructuring programme, mainly consisting of fees incurred
in connection with various legal proceedings;
Note 8. Net financial income/(expenses)
€000
Income
Interest and similar charges
€000
Exchange gains/losses
Discounting effects
Other financial income and expenses
Other financial income and expenses
The cost of debt was stable compared to first half 2014
and consisted mainly of factoring charges and interest on
bank borrowings.
Other financial income and expense was primarily affected by foreign exchange gains and losses and by the
impact of discounting the liabilities declared by creditors
(excluding the FRN and bonds with redeemable warrants
[OBSAR]) during the implementation of the rehabilitation
plan.
76
Expenditure
H1 2015
net
H1 2014
net
H1 2013
net
76
(735)
(659)
126
(791)
(665)
411
(4 496)
(4 085)
76
(735)
(735)
Income
Expenditure
H1 2015
net
H1 2014
net
H1 2013
net
6 081
(2 837)
(2 974)
3 244
(2 974)
(4 570)
(587)
(2 549)
281
6 362
(77)
(5 888)
204
475
1 251
(6 455)
421
(686)
28 664
124 821
(10 324)
142 896
6 439
(6 623)
(185)
(7 120)
138 812
The improvement in exchange gains/losses compared to
first half 2014 was mainly driven by the positive impact of
changes in the dollar exchange rate on MBWS’s euro loan
to Imperial Brands.
P art 2. L egal
142
Note 9. Income tax
€000
H1 2015
H1 2014
restated(1)
H1 2013
restated(1)
(383)
(115)
(2 738)
Income tax expense
(1) Restated in light of the changes in accounting policy and presentation explained in Note 1 Accounting policies and methods
Note 10. Earnings per share
Net income/(loss) Group share and EPS from continuing operations
Numerator(€000)
Net profit/(loss), Group share
Net profit/(loss) from continuing operations, Group share
Denominator(number of shares)
Number of shares outstanding after dilution
Earnings per share (€)
H1 2015
H1 2014
restated(1)
H1 2013
restated(1)
(3 239)
(3 239)
(9 646)
(9 646)
121 886
121 886
26 475 753
32 425 496
26 428 965
26 428 965
12 089 304
13 931 402
-0,12 €
-0,12 €
-0,12 €
-0,36 €
-0,36 €
-0,36 €
10,08 €
8,75 €
10,08 €
-0,12 €
-0,36 €
8,75 €
Note 11. Goodwill
€000
Gross goodwill:
- France
- Poland
- Ukraine
- USA
- Other
Impairment:
- France
- Poland
- Ukraine
- USA
- Other
Net goodwill
Opening
31/12/2014
176 842
143 216
31 939
1 315
372
(146 910)
(118 770)
(26 787)
(1 315)
(38)
29 932
Impairment
Change in
consolidation
Transfer
Translation
differences
Closing
30/06/2015
11
621
177 474
143 216
32 565
626
11
11
(525)
1 315
378
(147 435)
(118 770)
(27 312)
97
(1 315)
(38)
30 039
(4)
(525)
P art 2. L egal
€000
Gross goodwill:
- France
- Poland
- Ukraine
- USA
- Other
Impairment:
- France
- Poland
- Ukraine
- USA
- Other
Net goodwill
€000
Gross goodwill:
- France
- Poland
- Ukraine
- USA
- Other
Impairment:
- France
- Poland
- Ukraine
- USA
- Other
Net goodwill
Opening
31/12/2013
Impairment
186 760
143 216
41 461
327
1 315
441
(156 114)
(118 770)
(35 604)
(327)
(1 315)
(97)
30 646
Opening
31/12/2012
Change in
consolidation
Transfer
Translation
differences
Closing
31/12/2014
(7 483)
(1 420)
(1 015)
(7 156)
(327)
(1 361)
(1 005)
176 842
143 216
31 939
(59)
1 332
(10)
852
6 692
327
1 273
852
1
(463)
59
(88)
(163)
1 315
372
(146 910)
(118 770)
(26 787)
()
(1 315)
(38)
29 932
Change in
consolidation
Transfer
Translation
differences
Closing
31/12/2013
(855)
186 760
143 216
41 461
327
1 315
441
(156 114)
(118 770)
(35 604)
(327)
(1 315)
(97)
30 646
7 020
Impairment
187 615
143 216
42 278
349
1 315
457
(156 847)
(118 770)
(36 306)
(349)
(1 315)
(107)
30 768
143
(817)
(22)
(16)
733
702
22
10
(122)
The goodwill arose from the historical brand acquisitions made by the Group, the most important of which
were Marie Brizard and William Peel.
Goodwill impairment tests:
In accordance with IAS 36, Group assets at 30 June 2015
were reviewed in order to identify any cash generating
units (CGU) displaying signs of loss of value.
The recoverable value of the CGUs is measured in accordance with the assumptions adopted in the BiG 2018
strategic plan, which are mainly based on expected growth
rates for the wines and spirits market and the Group’s ability to achieve the objectives set down in the plan.
Given that no indication of loss of value was identified,
no impairment testing was carried out at 30 June 2015 and
no additional impairment charges were recorded for the
period.
P art 2. L egal
144
Note 12. Trademarks and other intangible
assets
€000
Trademarks
Gross
Trademarks
Net
€000
Trademarks
Gross
Trademarks
Net
€000
Trademarks
Gross
Trademarks
Net
Opening
31/12/2014
Acquisitions
2 244
138 475
21 031
161 750
53
174
227
(591)
(36 065)
(14 195)
(50 850)
Disposals
Translation
differences
Closing
30/06/2015
2
20
22
4
35
223
262
2 301
138 512
21 406
162 220
(44)
(23)
(61)
(128)
(1)
2
2
(4)
(79)
(84)
(166)
(638)
(36 167)
(14 294)
(51 100)
(128)
24
96
111 119
Net
charges/impairment
Other
changes
Change in
consolidation
Translation
differences
Closing
31/12/2014
(11)
(11)
(6)
(170)
(327)
(503)
2 244
138 475
21 031
161 750
(591)
(36 065)
(14 195)
(50 850)
Net
charges/impairment
(43)
(43)
43
43
Other
changes
110 900
227
Opening
31/12/2013
Acquisitions
Disposals
2 257
138 645
21 251
162 153
62
(61)
(8)
231
292
(67)
(128)
(45)
(53)
(642)
(36 147)
(14 123)
(50 912)
61
Change in
consolidation
38
99
(18)
(33)
(339)
(390)
3
27
29
1
1
6
115
202
324
111 240
292
(29)
(390)
(23)
(11)
(179)
110 900
Opening
31/12/2012
Acquisitions
Disposals
Net
charges/impairment
Other
changes
Change in
consolidation
Translation
differences
Closing
31/12/2013
2 348
154 702
21 243
178 294
57
(141)
(15 674)
(41)
(15 856)
(9)
(383)
(226)
(618)
2 257
138 645
21 251
162 153
131
(3 976)
(520)
(4 366)
8
(58)
64
14
(642)
(36 147)
(14 123)
(50 912)
(4 366)
(605)
111 240
275
332
(780)
(32 112)
(13 667)
(46 560)
131 734
332
(15 856)
Trademarks
At 30 June 2015, the net book value of trademarks was
€102,345,000. The principal trademarks valued were the
Marie Brizard trademarks acquired by the Group in 2006.
The Zawisza trademark was pledged to a bank as security for a loan for a residual principal amount of €1,133,000
at 30 June 2015.
Leasehold
Leasehold rights on land in Poland meet the criteria for
recognising an intangible asset under IFRS and are amortised over the 99-year period of the leasehold.
The net value of the long-term leasehold rights recognised under ‘Other intangible assets’ at 30 June 2015
amounted to €7,459,000.
Impairment tests on trademarks
Given that no indications of loss of value were identified, impairment tests were not performed at 30 June 2015
and the recoverable value of the trademarks was based on
the assumptions applied at 31 December 2014.
P art 2. L egal
145
Note 13. Property, plant and equipment
€000
Opening
31/12/2014
Land
Buildings
Other PP&E
PP&E in progress
Gross
Landscaping
Buildings
Other PP&E
PP&E in progress
Net
€000
Land
Buildings
Other PP&E
PP&E in progress
Gross
Landscaping
Buildings
Other PP&E
PP&E in progress
Net
€000
Land
Buildings
Other PP&E
PP&E in progress
Gross
Landscaping
Buildings
Other PP&E
PP&E in progress
Net
11 079
86 563
96 460
21 483
1 023
216 608
Acquisitions
Disposals
161
549
1 630
880
3 220
(684)
(964)
(619)
(1 472)
(66 405)
(86 366)
(19 138)
(304)
(173 686)
Net
charges/impairment
(2 268)
Translation
differences
Closing
30/06/2015
244
239
40
(150)
373
(37)
429
628
132
4
1 157
11 042
86 712
96 913
22 665
1 758
219 092
Other
changes
3
(25)
11
(1)
(3)
(303)
(568)
(78)
1 647
(26)
(1 198)
(1 212)
(493)
(14)
(2 942)
(12)
(953)
(1 498)
(67 563)
(87 335)
(19 230)
(318)
(175 944)
204
43 148
Translation
differences
Closing
31/12/2014
(4 360)
(32)
(682)
(1 030)
(118)
(7)
(1 869)
11 079
86 563
96 460
21 483
1 023
216 608
367
800
480
42 922
3 220
(620)
(2 942)
361
Opening
31/12/2013
Acquisitions
Disposals
Net
charges/impairment
Other
changes
11 477
91 846
101 589
23 285
992
229 189
166
626
1 133
2 333
297
4 555
(49)
(578)
(2 219)
(3 272)
(1 415)
(61 149)
(87 606)
(27 045)
(321)
(177 537)
Change in
consolidation
(483)
(3 366)
(326)
(353)
(260)
(4 788)
(6 118)
Change in
consolidation
(1 284)
(2 686)
(390)
(3 474)
532
5 391
19
2 468
295
1 247
375
5
457
889
78
4 485
(62)
(2 958)
(3 577)
151
(2)
(6 448)
1 917
1 429
(1 472)
(66 405)
(86 366)
(19 138)
(304)
(173 686)
425
2 149
1 911
51 652
4 555
(1 633)
(6 448)
(2 320)
(2 443)
(440)
42 922
Opening
31/12/2012
Acquisitions
Disposals
Net
charges/impairment
Other
changes
Change in
consolidation
Translation
differences
Closing
31/12/2013
12 089
93 700
105 516
28 953
2 888
243 148
4
278
1 420
2 158
372
4 233
(337)
(1 308)
(5 318)
(6 751)
(533)
(14 249)
(281)
(663)
(1 100)
(224)
(14)
(2 282)
11 477
91 846
101 589
23 285
992
229 189
159
2
348
767
158
5
1 280
(1 415)
(61 149)
(87 590)
(27 061)
(321)
(177 537)
(1 501)
(1 003)
51 652
(1 319)
(59 767)
(88 044)
(14 245)
(298)
(163 673)
79 475
3
(162)
1 070
(851)
(1 721)
(1 660)
(98)
(1 911)
(227)
(13 039)
(28)
(15 303)
4 233
(14 249)
Capital expenditure mainly concerned the upgrading
and replacement of production equipment in Poland, Lithuania and Spain.
(15 303)
181
(87)
65
P art 2. L egal
146
Note 14. Financial assets
€000
Opening
31/12/2014
Equity investments
Escrow deposit
Other investments
Other receivables
Gross
Equity investments
Other investments
Other receivables
Impairment
Acquisitions
/increases
Disposals/
decreases
Net charges
33 515
11 161
63 458
331
331
(35)
(1)
(36)
()
(18 740)
(31 937)
(11 157)
(61 834)
(4)
(18 744)
(45)
1 931
Change in
consolidation
Translation
differences
Closing
31/12/2014
6 312
(884)
(6)
18 764
17
(130)
5 880
11 178
94
88
33 515
11 161
63 458
5
(18 740)
(63)
Acquisitions
/increases
Disposals/
decreases
Net charges
Other
changes
(4 062)
(280)
(82)
(4 424)
(93)
(4 240)
(4 333)
(6 308)
883
131
(1 555)
(6 849)
(58)
(31 937)
(11 157)
(61 834)
4 329
30
1 624
Change in
consolidation
Translation
differences
Closing
31/12/2013
8
(4)
(59)
(1 306)
5 362
4 064
(36)
12 458
901
4 031
33 608
5 362
56 360
Net
5 766
256
(4 424)
(4 333)
€000
Opening
31/12/2012
Acquisitions
/increases
Disposals/
decreases
Net charges
12 480
2 494
3 675
35 946
4 031
141
(26)
(1 534)
(3 675)
(1 138)
54 495
4 172
(6 373)
Net
65
33 879
11 160
63 817
16
Opening
31/12/2013
(12 344)
(883)
(32 005)
(5 362)
(50 594)
68
()
€000
Equity investments
Other investments
Other receivables
Impairment
18 761
17
(48)
(4)
31
224
1
256
(3)
()
(36)
12 458
901
4 031
33 608
5 362
56 360
Closing
30/06/2015
(31 982)
(11 161)
(61 887)
331
Equity investments
Escrow deposit
Other investments
Other receivables
Gross
Translation
differences
(4)
(4)
1 624
Equity investments
Other investments
Other receivables
Impairment
Change in
consolidation
18 764
17
Net
Equity investments
Escrow deposit
Other investments
Other receivables
Gross
Other
changes
Other
changes
(12 127)
(1 441)
(32 026)
26
461
(239)
(45 594)
487
(239)
(5 362)
(5 332)
84
(12 344)
(883)
(32 005)
(5 362)
(50 594)
(5 886)
(239)
(1 268)
(15)
5 766
8 901
4 172
Equity investments:
Equity investments mainly consist of shares in non-operating companies or companies in the process of closure in
which the Group no longer has a controlling interest.
(8)
38
(99)
4
59
21
P art 2. L egal
147
Note 15. Inventories
€000
2015
2014
2013
Raw materials
Work in progress
Traded goods
Gross
Raw materials
Work in progress
Traded goods
Impairment
29 947
6 026
27 344
26 330
89 647
26 500
5 062
17 946
29 265
78 773
28 180
6 603
16 657
56 584
108 024
(2 502)
(32)
(440)
(5 842)
(8 815)
(2 535)
(33)
(583)
(5 527)
(8 678)
(2 918)
(1 433)
(419)
(3 058)
(7 828)
Net
80 831
70 095
100 196
Gross inventories increased by €10.9m during the first
half of 2015. This increase, which mainly affected France, is
due to seasonal stocking up in readiness for summer sales,
particularly of the Fruits and Wine range.
Compared to 30 June 2014, inventories decreased by
€12.0m thanks to optimisation measures implemented over
the past year.
Note 16. Trade receivables
€000
2013
2015
2014
Trade receivables
Impairment
105 904
(10 804)
95 100
Some Group companies, primarily in France and Poland, have signed direct “reverse factoring agreements”
with their main customers, in order to optimise their trade
receivables item and boost the performance of their key
operating working capital indicators.
Gross trade receivables decreased by €3.7m over the first
half of 2015, mainly due to working capital control measures implemented by the Group in 2014.
Net trade receivables were down €6.6m compared to 30
June 2014.
109 641
(10 659)
98 982
153 956
(19 601)
134 355
Some factoring agreements in place in France and Poland meet the deconsolidation conditions specified by IAS
39; the assigned trade receivables are not shown under balance sheet assets. Proceeds from the transfer of receivables
not due at 30 June 2015 amounted to €19.5 million.
P art 2. L egal
148
Note 17. Other current assets
€000
2014
2015
2013
Advances and payments on account
Tax and employee receivables
Derivatives
Short-term deposits
Other receivables
Gross
3 917
14 151
1 450
411
15 631
35 560
2 706
10 414
224
818
15 790
29 952
2 977
15 937
1
647
14 595
34 157
Other receivables
Impairment
(8 536)
(8 536)
(8 579)
(8 579)
(8 288)
(8 288)
Net
27 024
21 373
25 869
Note 18. Cash & cash equivalents
€000
Cash equivalents
Cash
An analysis of the change in cash and cash equivalents
over first half 2015 is provided in the cash flow statement.
30 June
2015
31 December
2014
31 December
2013
21 951
47 044
68 995
2 860
74 324
77 184
10 615
25 856
36 471
Cash and cash equivalents increased by €43.8m compared to 30 June 2014 and amounted to €69.0m at the end
of the period.
Note 19. Shareholders’ equity
Note 19.1 Breakdown of share capital and diluting instruments
2015
2014
2013
Share capital (€)
Number of shares
Par value (€)
52 973 274
26 486 637
2
52 972 964
26 486 482
2
52 972 426
26 486 213
2
Treasury shares
Number of shares
3 437
7 123
3 437
2015
2014
2013
Number of shares comprising share capital
Potential dilution from BSA 2004 / 'BSAR1'
Potential dilution from BSAR 2006 / 'BSAR2'
Potential dilution from BSA Actionnaires 1
Potential dilution from BSA Actionnaires 2
Potential dilution from BSA OS
Potential bonus shares issued
Potential exercise of stock options
Potential number of shares
26 486 637
643 788
99 521
1 316 763
1 317 579
2 572 093
9 320
480 000
32 925 701
26 486 482
643 788
99 521
1 316 852
1 317 650
2 572 093
26 486 213
643 788
99 521
1 317 116
1 317 655
2 572 093
32 436 386
32 436 386
Share capital in euros (par value of €2)
52 973 274
52 972 964
52 972 426
P art 2. L egal
149
Note 19.2 Share-based payments
On 12 March 2015, pursuant to the authorisation
granted by the 16 September 2014 General Meeting of
shareholders, the MBWS Board of Directors resolved to
grant 9,320 bonus shares and 480,000 stock options to particular Group managers and employees.
The Group recorded a €295,000 expense in respect of
stock option and bonus share plans in place at 30 June
2015, with an offsetting credit entry under shareholders’
equity.
Expenses related to share-based payments
€000
unless otherwise stated
Initial number of
options or shares
granted
Initial fair value
H1 2015
expense
12 March 2015 allotment:
Stock options
Bonus shares
480 000
9 320
363
102
(280)
(15)
Total
489 320
465
(295)
Note 20. Employee benefits
The Group’s commitments relate to one-off retirement
compensation, disability and death annuities (Poland),
and long-service awards (or anniversary bonuses in Poland). These defined benefit schemes are accounted for in
accordance with revised IAS 19.
The three main countries concerned by employee benefits are France, Poland and Spain.
At 3 0 J u n e 2 0 1 5 t h e co m m i t m e n t s a m o u nte d to
€6,260,000.
Note 21. Provisions
€000
Opening
31/12/2014
Charges
Reversal
(prov.
used)
Reversal Other changes
(prov. not
used)
Provisions for pensions and employee benefits
(see Note 20)
6 071
175
(35)
3
Social security provisions
Tax provisions
Total other non-current provisions
2 119
3 627
1 726
7 473
(747)
(170)
(383)
(1 130)
Social security – due in < 1 year
Current provisions
3 829
143
3 972
1 347
22
1 369
(1 286)
(101)
(1 387)
(436)
(436)
Translation
differences
Closing
30/06/2015
47
6 260
(121)
(291)
(3)
(3)
1 202
3 627
1 219
6 048
(103)
394
291
(26)
7
(19)
3 325
465
3 790
Change in
consolidation
P art 2. L egal
150
Opening
31/12/2013
Charges
Reversal
(prov.
used)
(prov. not
used)
5 132
540
(286)
751
Tax provisions
2 813
3 627
632
7 072
1 717
(1 403)
(1 008)
1 286
3 003
(1 403)
(1 008)
(192)
(192)
Current provisions
3 380
143
3 523
2 014
(697)
(1 082)
261
(47)
2 014
(697)
(1 082)
261
(47)
3 829
143
3 972
Opening
31/12/2012
Charges
Reversal
(prov.
used)
(prov. not
used)
Translation
differences
Closing
31/12/2013
5 510
616
(666)
(283)
(46)
5 132
Tax provisions
160
8 765
729
9 654
2 710
(2 525)
91
(2 434)
(22)
(11)
(33)
2 813
3 627
632
7 072
(2)
(2)
(54)
(8)
(62)
3 380
143
3 523
(€000)
€000
Current provisions
2 797
9 285
12 082
(57)
(2 591)
(299)
(2 947)
122
2 832
1 807
(1 170)
(9 132)
(10 302)
1 807
Tax provisions:
Change in
consolidation
Translation
differences
Closing
31/12/2014
(67)
6 071
2 119
3 627
1 726
7 473
Change in
consolidation
Social security provisions:
Tax provisions have primarily been recognised at the
MBWS and Marie Brizard & Roger International entities.
The dispute with the tax authorities relates to the audits
on corporation tax, VAT and other levies for the period
between 1 January 2006 and 31 December 2007. These tax
audits are set out in Note 26 – Disputes and contingent
liabilities.
Social security provisions (current and non-current)
amounted to €4.5 million at 30 June 2015 and relate mostly
to employment disputes.
Note 22. Borrowings
Analysis of borrowings by type and maturity
€000
30 June
2015
< 1 year
1-5 years
Bank loans
2 554
18
2 572
1 057
18
1 075
1 497
27 686
27 686
31 December
2014
< 1 year
1-5 years
Bank loans
3 294
19
3 313
1 093
19
1 112
2 202
32 321
32 321
31 December
2013
< 1 year
1-5 years
Bank loans
3 833
1
3 834
1 480
2 353
1 480
2 353
13 510
€000
€000
1 497
2 202
P art 2. L egal
151
Change in borrowings
€000
Bonds
31 December 2012
New loans
Repayments
Net change
Conversion of FRN bonds
Conversion of OBSAR bonds
Reclassification as BSA frozen liability
31 December 2013
New loans
Repayments
Reclassifications
31 December 2014
New loans
Repayments
Reclassifications
30 June 2015
407 519
Accrued
interest on
OBSAR
convertible
bonds
6 637
Bank loans
Accrued
interest on
loans
Long-term
borrowings
414 156
11 548
810
(6 853)
(33)
117 869
543 573
810
(9 444)
4 741
(2 591)
(2 591)
4 774
(2 041)
(2 041)
(336 041)
(66 846)
Bonds
(6 637)
(2 041)
(336 041)
(73 483)
(102 965)
(19 678)
(1 587)
(52)
3 833
1 358
(1 596)
(265)
(36)
3 294
226
(1 249)
329
(45)
2 554
1
19
19
28
(29)
18
(439 006)
(93 161)
(1 587)
(52)
3 834
1 377
(1 596)
(265)
(36)
3 313
254
(1 249)
300
(45)
2 572
Breakdown of borrowings by currency
€000
Bank loans
€000
Bank loans
€000
Bank loans
(*) currencies pegged to the Euro
30 June
2015
Euros
Polish
zlotys
2 554
18
2 572
1 276
18
1 294
1 278
27 686
22 397
5 281
31 December
2014
Euros
Polish
zlotys
Lithuanian
litas (*)
3 294
19
3 313
1 070
1 389
836
1 070
1 389
836
19
19
32 321
23 493
4 699
4 126
4
31 December
2013
Euros
Polish
zlotys
Lithuanian
litas (*)
Other
currencies
3 833
1
3 834
1 528
378
1 608
1 528
378
1 608
319
1
320
13 510
6 599
1 466
5 291
154
Lithuanian
litas (*)
Other
currencies
1 278
8
Other
currencies
P art 2. L egal
152
Analysis of borrowings by rate type
€000
30 June
2015
Fixed rate
Floating rate
2 554
18
2 572
499
18
517
2 055
2 055
27 686
21
27 665
31 December
2014
Fixed rate
Floating rate
3 294
19
3 313
956
19
975
2 338
32 321
32 321
31 December
2013
Fixed rate
Floating rate
3 833
1
3 834
1 442
1 442
2 391
1
2 392
13 510
727
12 783
Bank loans
€000
Bank loans
€000
Bank loans
2 338
Note 23. Risk management
Liquidity risk
Since the launch of the rehabilitation plan approved by
the Dijon Commercial Court in its 19 March 2013 ruling,
the Group’s debt has fallen sharply, thereby considerably
reducing exposure to over-indebtedness.
The MBWS Group has announced that it paid the plan’s
administrator, Mr Fréderic Abitbol, the amounts of the second dividends payable on 19 March 2015 for the seven
Group companies involved (MBWS SA, Marie Brizard &
Roger International SA, Sobieski sp. z o.o., Destylarnia
Sobieski SA, Sobieski Trade sp. z o.o., Domain Menada
sp. z o.o. and Fabryka Wodek Polmos Lancut SA).
Repayment of Moncigale’s frozen debt has also been deferred based on a future repayment schedule. The second
Moncigale dividend was paid to Mr Torelli, the plan administrator, in April 2015.
Since 2014, the Group has used cash flow forecasts, updated on a monthly basis, together with operating plans
that allow it to anticipate and guarantee its ability to settle
each rehabilitation plan instalment.
Group cash and cash equivalents amounted to €69.0m
at 30 June 2015 compared to €25.2m at 30 June 2014. The
Group’s financing arrangements also include short-term
lines of credit and fac toring agreements. The MBWS
Group has carried out a review of its liquidity risk and
considers that it is in a position to honour its future instalments.
Risk relating to shares and other financial investments
The Group has no financial investments likely to be exposed to the risk of price fluctuations.
Credit risk
In general, the Group’s customers are diversified, so
there is no significant risk linked to dependence on particular customers.
P art 2. L egal
153
Note 24. Other liabilities
€000
LT portion of frozen liabilities (rehabilitation plan)
Other
In March and April 2013 the competent commercial
courts approved rehabilitation plans in respect of nine
Group companies. Under these plans, the liabilities claimed by creditors who have not opted for immediate part
payment (excluding FRN and OBSAR debt) are deferred and paid over 6 to 10 years depending on the creditor
concerned.
30 June
2015
31 December
2014
31 December
2013
50 801
2 330
61 749
2 465
13
64 227
71 531
2 788
26
74 346
53 131
The dividend instalments payable within one year were
classified under current liabilities in accordance with the
origin of the liabilities, while the fair value of the estimated
future instalments was classified under non-current liabilities.
Material changes made to the terms of the debt include
the write-off of existing debt and issue of new debt. The
new debt is stated in the balance sheet at fair value as at the
date when the plans were approved and is recorded at the
outstanding balance under the effective interest rate method. The fair value of the new debt has been determined
by calculating the discounted total of future repayments as
at the date when the former debt was written off.
Breakdown of other current liabilities:
€000
Advances and down payments received
Tax and social security payables (incl. excise duty)
Deferred income
Other payables
30 June
2015
31 December
2014
31 December
2013
1 667
42 629
54
1 207
25 598
71 155
1 380
55 114
54
1 191
20 074
77 813
1 611
73 464
54
1 321
23 712
100 162
Note 25. Cash flow statement
Operating working capital 1 (inventories, trade receivables/payables)
Operating working capital increased by €5.2m between
31 December 2014 and 30 June 2015.
On the other hand, compared to 30 June 2014 operating working capital improved by €21.7m due to sharp
decreases in ‘Inventories’ (down €12.0m) and ‘Trade receivables’ (€6.6m).
The main initiatives implemented were:
- Global negotiations on customer payment terms;
- The signing of factoring agreements;
- The streamlining of the invoicing process through digitisation;
- The introduction of a credit management tool;
- Inventory optimisation;
- Renegotiation of supplier payment terms.
P art 2. L egal
154
Note 26. Assets pledged as security and
off-balance sheet commitments
Summary of assets pledged as security
Country
Nature of obligation
Nature of assets
Asset book value
per consolidated
balance sheet
(€000)
30 June 2015
France
Long-term bank loan (€1,133,000 principal)
Zawisza trademark
n/a
Deposit from MBRI to BVD creditor Bonny Mellon
Poland
12 632
Loan granted to Sobieski sp. z o.o.
Operating receivables, current account deposit
12 884
Long-term loans ING bank Slaski
Property, operating receivables and trademarks
5 681
21 798
Security granted to Customs for excise duty (€156m)
Liability guarantee agreement (€477,200) between Sobieski
Trade and Carrefour on sale of Galerie Alkoholi sp. z o.o.
Lithuania
Line of credit
Property, warehouse, inventories, operating receivables,
current account deposit, right to use the Sobieski
trademark in Vilnius
Denmark
Line of credit
Inventories
437
Off-balance sheet commitments
- Alcohol duty deposits
In some countries where Group subsidiaries operate
(namely France, Poland, Lithuania and Denmark), deposits must be paid to Customs as security for payment of
excise duties on alcohol. These deposits are generally paid
in by insurance companies and banks on behalf of the subsidiaries concerned.
In Poland, the maximum deposit paid to date to customs to secure payment of excise duties amounted to
€156m.
€000
Commitment to purchase raw materials
€000
Lease agreements
- Long-term purchase commitments
Cognac Gautier has contracted five-year commitments
to purchase cognac raw materials.
Marie Brizard & Roger International has contracted
five-year commitments to purchase whisky raw materials.
Moncigale has entered into three-year commitments to
purchase wine.
Commitments to purchase vodka have been entered
into in Poland.
30 June
2015
< 1 year
1 to 3 years
> 3 years
195 056
60 218
90 713
44 126
30 June
2015
7 419
P art 2. L egal
- Commitment to Krzysztof Trylinski
Krzysztof Trylinski benefits from a guarantee, which
provides that the Company will compensate him for any
personal loss that may result from the consequences of the
signing of a memorandum of agreement between MBWS
and Angostura Holdings Limited on 4 February 2013. This
guarantee was granted for a period of 10 years from 11 February 2013.
Tax audits in France
MBWS SA together with the other tax group companies
were the subject of an accounting audit for tax purposes
that began on 19 January 2009. For most of the companies concerned, the audit covers corporation tax, VAT and
other taxes for the period from 1 January 2006 until 31 December 2007.
The total amount of these adjustments is around €25.4m
(including surcharges and late payment interest), including €17.9m of corporation tax, €6.7m of withholding tax,
€0.6m of corporation tax social security contributions and
€0.2m of VAT.
The main reason for the adjustment is the rejection of
the deduction of interest relating to a €375m loan issued
in the form of transferable floating-rate notes, or “FRNs”.
This agreement, which was entered into on 24 May 2006, is
governed by the law of New York State.
Amongst the proposed adjustments, the increases related to FRN interest amount to €15.8m for 2006 and to
€28.1m for 2007. These adjustments resulted in additional corporation tax (excluding late payment interest) of
€15.1m for 2006 and 2007, as well as additional withholding tax of €5.3m for 2006.
A recovery notice for this tax was issued in April 2012.
155
In view of the foregoing and MBWS’s confidence in
the favourable outcome of this dispute, no provision has
been recorded in this regard. A provision of €3.5m is still
recorded on the balance sheet for the other adjustment
items.
In the event that its appeal is rejected by the Versailles
Administrative Appeal Court, the Group will be required
to pay the amounts due in connection with the aforementioned adjustments relating to 2006 and 2007. In addition,
the Group may be required to repay the amounts received
in connection with the 2008 carry-back, i.e. €10.4m. Lastly,
in the event that the deduction of the FRN interest for the
subsequent financial years is ruled out, the corresponding
adjustments would reduce the French tax group’s tax-loss
carry-forward.
As mentioned earlier, on 26 February 2015 MBWS received repayment of a €31m carry-back receivable after its
request had been approved.
Commercial dispute
On 17 August 2010, Moncigale, an indirect subsidiary
of MBWS, signed a ten-year exclusive licensing agreement
with Chamarré for the use, production and distribution of
the «Chamarré» brand of still wine. Under this agreement,
Moncigale agreed to pay Chamarré an annual fee indexed
to the volumes sold and revenues generated by products
sold under the Chamarré trademark. Under the agreement,
Moncigale is required to pay Chamarré a guaranteed minimum annual fee.
On 16 June 2011, the Nîmes Commercial Court instituted safeguard proceedings in favour of Moncigale. These
proceedings were converted into rehabilitation proceedings through a ruling issued on 21 September 2011 by the
same Court. The Court assigned an administrator to assist
the Company in all of its management operations.
These adjustments were disputed via claims, including
a request for deferred payment, and then via applications
instituting proceedings in the Montreuil Administrative
Court.
On 9 November 2011, the Administrator informed Chamarré of the termination of this agreement pursuant to the
provisions of Article L 622-13 of the French Commercial
Code.
The Montreuil Administrative Court rejected the application submitted by MBWS via two judgments issued on
29 December 2014.
On 30 August 2011, in connection with the rehabilitation proceedings instituted in favour of Moncigale and the
assessment of liabilities carried out at the opening date of
the proceedings, Chamarré filed a notice of claim with the
creditors’ representative for the amount of €10.7m, corresponding to the total amount of guaranteed fees over the
ten-year period of the agreement and an estimate of the
other related liabilities.
MBWS SA appealed both judgments via two appeals
lodged at the Versailles Administrative Appeal Court on 25
February 2015.
If it is confirmed, the tax receivable will need to be settled as part of the rehabilitation plan approved by the Dijon
Commercial Court. As matters stand, MBWS believes that
no plan dividend can be paid to the tax authorities while
these receivables remain contested and have not been subject to a final ruling.
On 6 December 2011, Chamarré filed an additional
«claim for damages» in the amount of €20m, following notification of the termination of the agreement.
These statements of receivables were disputed by the
P art 2. L egal
company, and were stayed by the Nîmes Commercial Court
pending the decision of the Paris Commercial Court. A
lawsuit was brought by the court liquidator of Chamarré
before the Paris Commercial Court against the officials in
charge of the Moncigale insolvency proceedings via a summons dated 8 February 2013.
Chamarré was placed under rehabilitation proceedings
on 31 May 2012, and its entry into liquidation proceedings
was announced on 5 June 2012.
At the same time as this first lawsuit, on 29 May 2013,
the Moncigale Plan Executor, Mr Torelli, addressed an
application to the Nîmes Commercial Court and to the
French Public Prosecutor requesting the cancellation of
the Moncigale rehabilitation plan and the institution of
compulsory liquidation proceedings against Moncigale for
non-execution of the plan.
The application stated that the plan, as adopted by the
16 April 2013 ruling, had not been complied with because
the company had not paid a monthly amount based on the
accepted and contested liability, as provided for in the ruling.
The Nîmes Commercial Court ruled on this claim on 21
August 2013 by suspending judgement pending the outcome to the Chamarré case.
In a judgement dated 6 February 2014, the Paris Commercial Court ruled that it did not have the appropriate
jurisdiction; as this ruling has now become final, the case
will now be heard in the Nîmes Commercial Court. The
hearing initially scheduled for 9 April 2014 was deferred
to 2 July 2014, then 17 September 2014, then 24 June 2015
and finally to 9 October 2015.
Dispute with Mr Alain-Dominique Perrin and Vermots
Finance
A summons dated 22 February 2013 was served on the
following companies by bailiff on behalf of Mr Alain-Dominique Perrin and Vermots Finance, to appear before the
Dijon Commercial Court:
(i)
The Company, SCP Valliot-Le Guernevé-Abitbol,
Equitis Gestion and SVI, for the specific purpose of (a)
establishing the manifestly illegal nuisance caused by the
exercise of the voting rights attached to 267,848 shares by
Equitis Gestion at the Extraordinary General Meeting held
on 12 February 2013, pursuant to a trust agreement dated
4 February 2013, (b) otherwise, establishing the imminent
harm that would result from the exercise of said voting
rights by Equitis Gestion, and (c) suspending the exercise
of the voting rights attached to the 267,848 shares for as
long as these were held by Equitis Gestion, as a preventive
measure;
(ii)
T h e C o m p a n y a n d S C P Va l l i o t - L e G u e r n e -
156
vé-Abitbol, specifically for the purpose of having an administrator appointed by the Court to verify the legality
of the counting of postal votes and proxies and to perform
the duties assigned by law, the regulations and the Articles
of Association to the officers presiding over the Company’s
Extraordinary General Meeting convened for the second
time on 28 February 2013.
In orders handed down on 26 February 2013, the Presiding Judge of the Dijon Commercial Court dismissed their
applications and ordered them, under the terms of each of
the orders, to pay the sum of 5,000 euros to the Company
and SCP Valliot-Le Guernevé-Abitbol as damages for frivolous prosecution.
In statements dated 22 March 2013, Mr Alain-Dominique Perrin and Vermots Finance appealed the orders issued on 26 February 2013 by the Presiding Judge of the
Dijon Commercial Court.
Following the oral arguments hearing before the Dijon
Court of Appeal on 10 April 2014, the matter was placed
under advisement and the verdict is to be announced on
12 June 2014.
On 16 April 2015, the Senior Presiding Judge in the
Court of Cassation noted the lapse of the appeals lodged
by Vermots Finance against the two rulings issued by the
Dijon Court of Appeal on 12 June 2014, due to its failure to
submit pleadings within the legal timeframe.
Dispute with the French Financial Markets Authority
(AMF)
A lawsuit was launched by the AMF Sanctions Commission against the Company for breach of its public reporting duties and failure to disclose transactions in its own
shares and the crossing of shareholding thresholds, and
against Sobieski SARL and SVI for failure to disclose transactions in the Company’s shares. The Company, Sobieski
SARL and SVI contested these claims.
By a ruling dated 30 April 2014, the AMF Sanctions
Commission upheld the claims made against MBWS, Sobieski SARL and SVI, ordered them to pay fines amounting to €150,000, €45,000 and €15,000 respectively and, in
accordance with current practice, ordered the ruling to be
published. A copy of the ruling may be consulted on the
AMF website.
All three subsidiaries appealed against this ruling and
proceedings are currently pending before the Paris Court
of Appeal. The appeal is scheduled to be heard in the Paris
Court of Appeal on 14 January 2016.
A provision was recorded in the first half 2015 financial
statements for the full amount of the aforementioned fines.
P art 2. L egal
Krupnik dispute
Proceedings for unfair competition were initiated
by Destylarnia Sobieski, the Group’s Polish subsidiary,
against Toorank Polska sp. z o.o. on the grounds of the
illegal use of the Krupnik trademark by the latter.
In fact, this subsidiary has produced, sold and distributed a honey-based liqueur under the Krupnik trademark
for many years, with considerable success.
Having observed that Toorank Polska was using the
Krupnik trademark, it sent that company a letter of notice
summoning it to cease such illegal use, which remained without effect.
The subsidiary consequently decided to institute legal
proceedings on the grounds of unfair competition, relying
on the recognition that the Krupnik trademark has earned
on the Polish market.
In response, Toorank Polska argued that the Krupnik
word mark registered in Destylarnia Sobieski’s name since
1997 was invalid, claiming that the fact that this word is
the sales name for a honey-based liqueur in the Polish language, and was devoid of any distinctive features, meant
that it could not be the subject of an exclusive right benefiting Destylarnia Sobieski via registration as a trademark.
The Polish Trademark Office upheld Toorank Polska’s
arguments and so cancelled the registration of the Krupnik
word mark in a decision dated 3 October 2012. This decision was the subject of an appeal that confirmed its terms,
and then of an appeal to the Polish Supreme Administrative Court, which overturned the appeal; the invalidity of
the trademark must therefore be considered as final.
Notwithstanding, this decision is unlikely to have any
impact on the proceedings launched by the subsidiary,
which were based on the charge, not of counterfeiting, but
of unfair competition; these proceedings are still in progress.
It is also worth noting that the Krupnik trademark combined with graphic designs has been the subject of separate filings both in Poland and abroad; the validity of these
filings, which relates to the presence of said original visual
components, is not likely to be contested.
Lastly, the cancellation of this word mark does not
prevent the subsidiar y from continuing to market its
Krupnik vodka, which carries a label that is particularly
well known in Poland and other European markets.
Bulgaria dispute
At the end of November 2014, the Sofia City Court in
Bulgaria decided to place the Bulgarian subsidiaries Belvedere Distribution and Domain Menada under the authority
157
of a provisional administrator instead of the local management team, on highly questionable grounds and with
the support of a magistrate who is subject to disciplinary
proceedings.
Following numerous legal proceedings and diplomatic
and media interventions, MBWS regained its rights in January 2015, and the local management team was able to
return to managing the subsidiaries in question and regain
free access to the premises.
On 5 August 2015 the Court dismissed the application
for insolvency proceedings to be instituted against Domain
Menada and Belvedere Distribution. The plaintiff did not
appeal against this ruling during the statutory time period,
which expired on 16 September 2015.
As a reminder, operations in Bulgaria account for less
than 1% of the Group’s revenues and total consolidated balance sheet. MBWS intends to take all necessary steps to
obtain compensation for the losses sustained in Bulgaria.
Ukraine dispute
MBWS’s Ukrainian subsidiary, Belveder Ukraine LLC,
was placed in court-ordered liquidation in January 2014,
on the basis of a ruling handed down by the Kiev Commercial Court following proceedings instituted at the request
of one of the company’s creditors in July 2011.
MBWS holds around 85% of Belveder Ukraine LLC’s
overall debt.
Belveder Ukraine LLC’s assets (including both shares
in the subsidiaries owned by the company in liquidation
and assets belonging to its subsidiaries, which are now
controlled by the liquidator appointed by the Kiev Commercial Court) were transferred to a third party outside the
Company’s control in November 2014.
Following several proceedings initiated by the Company, the Kiev Court upheld the Company’s claims in early April 2015, and (i) overturned the sale of its assets in
Ukraine, which took place in November 2014, and (ii) ordered the liquidation proceedings to be reopened.
On 16 September 2015, the Kiev Commercial Court’s
court of appeal overturned the sale by auction of the Company’s assets in Ukraine. This ruling may be appealed within 20 days.
Note 28. Post-balance sheet events
Crossing of shareholding threshold by Alken Luxembourg
By a letter received on 14 September 2015, Alken
Luxembourg, a public limited company governed by the
P art 2. L egal
laws of Luxembourg, registered at 16, rue Jean-Pierre Brasseur, L-1258 Luxembourg, stated that on 8 September 2015
it had exceeded the threshold of 2.5% of MBWS SA’s share
capital and voting rights and that it held 707,644 MBWS
shares representing the same number of voting rights, i.e.
2.65% of the Company’s voting rights.
158
Without qualifying our conclusion, we draw your attention to the matter set out in Note 27 “Litigations and
contingent liabilities” to the condensed half-yearly consolidated financial statements regarding the main litigations and contingent liabilities, in particular the litigation
between several of the Group entities and the tax authorities.
II - Specific verification
4.4 Statutory Auditors’ report on the H1 2015 financial
statements
We have also verified the information presented in the
half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation
and consistency with the condensed half-yearly consolidated financial statements.
In compliance with the assignment entrusted to us by
your Shareholder’s Meetings and in accordance with article L. 451-1-2 III of the French monetary and financial
code (Code monétaire et financier), we hereby report to
you on:
Paris-La Défense, September 29, 2015
- our review of the accompanying condensed half-yearly
consolidated financial statements of Marie Brizard Wine
& Spirits S.A. (formerly Belvédère), for the period from
January 1st to June 30th, 2015; and
KPMG S.A.
Eric ROPERT
Partner
Stéphane DEVIN
Partner
- the verification of information contained in the
half-yearly management report.
These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors.
Our role is to express a conclusion on these financial statements based on our review.
I - Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France. A review of half-yearly
financial information consists in making inquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards
applicable in France and consequently does not enable us
to obtain assurance that the financial statements, taken as
a whole, are free from material misstatements, as we would
not become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an
audit opinion.
Based on our review, nothing has come to our attention
that causes us to believe that the accompanying condensed
half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 –
standard of the IFRSs as adopted by the European Union
applicable to interim financial information.
Partner
Dominique MULLER
Partner
P art 2. L egal
159
5
GOVERNANCE AND INTERNAL
CONTROL
5.1 Chairman’s report on corporate governance and internal control
- the principles and rules approved in order to determine the
remuneration and benefits of any kind granted to corporate officers.
In addition, it is specified that the information provided for in
Article L. 225-100-3 of the French Commercial Code regarding
the factors likely to have an impact in the event of a public tender
offer are set out in the Management Report for the financial year
ended 31 December 2014.
Pursuant to the provisions of paragraph 6 of Article L. 225-37
of the French Commercial Code, we hereby account to you on the
following matters at the end of this report, in accordance with
Articles L. 225-100, L. 225-102, L. 225-102-1 and L. 223-26 of said
Code:
5.1.1 Corporate Governance Code
With regard to corporate governance, the Company refers to the AFEP-MEDEF Corporate Governance Code,
which may be consulted on the MEDEF website (www.
medef.fr).
- the adoption of the Corporate Governance Code;
- the composition of the Board of Directors, and the conditions for preparing and organising the work performed by your
Board of Directors;
- the control and risk management procedures implemented
by the Company;
- the limits that your Board has set on the powers of the Chief
Executive Officer;
- the specific terms and conditions relating to the attendance
of shareholders at General Meetings; and
The Company is committed to implementing the AFEP-MEDEF
recommendations. Accordingly, in 2014 the Company amended
the internal rules that determine the guiding principles for the
Company’s operation and that of the special committees.
The following table gives details of the reasons for the Company’s failure to apply certain recommendations in the AFEP-MEDEF Code on a provisional basis, while the other recommendations of the Code are duly complied with.
R easons
for the
C ompany ’ s
P art 2. L egal
failure to apply certain recommandation in the
Recommendation
Reasons for failure to apply recommendation
Article 4.2 of the internal rules of the Company’s Board of
Directors, updated by the Board of Directors on 10 October
2014, provides that “once a year the Board will include an item on
its agenda regarding a discussion of its operation”. A formal
assessment is carried out every three years. This review also implies a
review of the special committees set up by the Board”.
Article 10.2
- preparation and discussion of important issues
- effective contribution of each member of the
Board of Directors
Owing to the redefinition of the Belvédère Group’s
organisational structure and the change in the governance
system that occurred during the year, an assessment of the
Board of Directors for the year 2014 could not be carried out.
Accordingly, at its 28 April 2015 meeting the Board of
Directors agreed to carry out a formal assessment during the
year.
An assessment of the Board of Directors will be carried out
once a year following the 28 April 2015 Board of Directors
meeting.
Article 10.4
Jean-Noël Reynaud’s performance as the Company's Chief
Executive Officer is assessed by the Appointments and
Remuneration Committee, in accordance with Article 6 of the
Board of Directors' internal rules.
Given Benoît Hérault’s recent appointment as the Chairman
of the Board of Directors, his performance was not assessed
in 2014.
Article 14
Article 13 of the Company’s Articles of Association provides
for Directors to be appointed for a six-year term, in
accordance with Article L. 225-18 of the French Commercial
Code.
As part of the overall restructuring of the Belvédère Group
that has been carried out since 2014, the Company decided
that it was in its interests to stabilise its management bodies
and not to alter directors' terms of office.
Regular meeting of non-executive directors to issue an
assessment of the corporate officers’ performance
Information regarding directors’ terms of office,
including where such term exceeds four years
AFEP-MEDEF C ode
AFEP-MEDEF Code article
Further information regarding the assessment of the
Company’s Board of Directors:
- operating procedures of the Board of Directors
160
The independent directors on the Company’s Board of
Directors showed their support for the “2018 BiG Plan” by
purchasing shares in the Company on 13 March 2015, in the
following proportions:
(i) Constance Benqué purchased 513 shares;
(ii) Christine Mondollot purchased 412 shares;
(iii) Benoît Hérault purchased 871 shares; and
(iv) Benoît Ghiot purchased 1,000 shares.
Ownership of shares in the Company by Directors
Article 20
In addition, the following directors have stated that they
currently hold the following number of shares:
(i) Jacques Bourbousson: 2 shares;
(ii) Mehdi Bouchaara: 25 shares; and
(iii) Rita Maria Zniber: 1,300 shares.
The Board of Directors also includes two non-independent
directors (Rita Maria Zniber and Mehdi Bouchaara) as well as
a permanent guest (Serge Heringer), appointed on the
recommendation of the company Diana Holding.
Principles for determining the remuneration of
corporate executive officers
Article 23.1
* : Additional information on that top ic is disclosed within p aragrap h 2.7.2 b is
The principle of completeness whereby the remuneration of
managers and corporate officers may be determined is not
complied with, insofar as the variable portion of said
remuneration is not mentioned. *
P art 2. L egal
5.1.2 Composition of the Board of Directors,
and conditions for preparing and organising
the work performed by your Board of Directors
Internal rules
The internal operation of the Board of Directors, including the organisation of the Board member information
process and its relations with senior management, is governed by internal rules.
161
the Chairman of the Board may be considered as independent
provided that they do not hold the office of Chief Executive Officer and that the Company can justify their independence with
reference to the aforementioned criteria.
There were five independent directors at the end of the 2014
financial year.
Lastly, the Company pays particular attention to gender parity
on its Board of Directors. Accordingly, the Board of Directors comprised 43% women at the end of the 2014 financial year.
No Company director represents the employees.
This report sets out the main features of these internal rules.
Composition of the Board of Directors
Your Board of Directors currently consists of seven
members.
The following are members of the Board of Directors: Benoît
Hérault since 30 September 2013 (Chairman), Constance Benqué since 30 September 2013, Christine Mondollot since 30 September 2013, Rita Maria Zniber since 16 September 2014, Mehdi
Bouchaara since 24 October 2014, Jacques Bourbousson since 11
February 2013 and Benoît Ghiot since 16 September 2014.
In accordance with Article L. 225-102-1 of the French Commercial Code, the Management Report for the year ended 31
December 2014 provides a list of all offices held by the Board
members.
Given the structure of your Company’s share capital, at least
50% of the Board members must be independent directors.
To qualify as independent, a director must:
- Not be an employee or corporate officer of the Company or
an employee or director of the parent company or a company
consolidated by the Company and must not have held such status within the last five years;
Assessment of the Board
The internal rules, which were updated by the Board of
Directors on 10 October 2014, provide that “once a year
the Board will include an item on its agenda regarding a
discussion of its operation”. A formal assessment is carried
out every three years. This review also implies a review of
the special committees set up by the Board”.
Owing to the redefinition of the Group’s organisational structure and the change in the governance system during the year,
an assessment of the Board of Directors could not be carried out
for the 2014 financial year. Accordingly, at its meeting on 28 April
2015 the Board of Directors agreed to carry out a formal assessment during the current year.
Transparency rules
All Board members are required to be shareholders in
the Company and to personally hold a relatively significant
number of Company shares in view of the directors’ fees
that they receive. If they do not hold these shares when
they take up their appointment, they must use their directors’ fees to purchase them.
- Not be a corporate officer of a company where the Company acts as a director either directly or indirectly, or where an
employee appointed as such or as a corporate officer of the
Company (currently or in the last five years) holds the office of
director;
We hereby inform you that on 18 March 2015 the following
directors stated that they had purchased shares in the Company
on 13 March 2015:
- Benoît Hérault: 871 shares in the Company;
- Constance Benqué: 513 shares in the Company;
- Benoît Ghiot: 1,000 shares in the Company;
- CM Consulting, which is related to Christine Mondollot: 412
shares in the Company.
- Not be, either directly or indirectly, a customer, supplier, investment banker or corporate banker:
- that is significant for the Company or its group,
- or for which the Company or its group represents a significant portion of their business.
In addition, the following directors have stated that they currently hold the following number of shares:
- Jacques Bourbousson: 2 shares in the Company;
- Mehdi Bouchaara: 25 shares in the Company;
- Rita Maria Zniber: 1,300 shares in the Company.
- Have no close family ties with a corporate officer;
- Not have been an auditor for the Company during the past
five years;
The members of the Board of Directors are periodically informed of the provisions introduced by Article L. 621-18-2 of the
French Monetary and Financial Code and by the articles that directly concern them under the French Financial Markets Authority’s (AMF) General Regulation.
- Not have been a director of the Company for over 12 years.
Despite being an executive corporate officer of the Company,
Accordingly, the directors must report to the AMF any transaction involving the purchase, disposal, subscription to or ex-
P art 2. L egal
change of the Company’s equity securities within a maximum
period of five trading days following the transaction, as well as
any transactions in related financial instruments. Besides the
members of the Board of Directors, the Chief Executive Officer
and the members of the Executive Committee, this requirement
also applies to any private individuals and legal entities related
to the aforementioned persons within the meaning of the regulations in force. Accordingly, it applies to transactions performed
by a spouse, if the persons concerned are not legally separated,
a partner bound by a civil partnership, their dependent children,
any other relative who has shared the same address for over one
year as at the date of the transaction, or any other legal entity
whose management duties are performed by one of the aforementioned persons, or which is directly or indirectly controlled
by such person, or which has been founded for their benefit, or
where the majority of the financial benefits accrue to such person.
The directors must also familiarise themselves with the closed
periods that apply to the Company’s securities and with their
obligations to the market, as set out in the regulations in force.
A director is required to inform the Board of Directors of any
conflict of interest with the Company and its subsidiaries, even if
such conflict is potential. The director shall abstain from voting
on the corresponding resolution.
Directors must disclose their personal involvement in a transaction in which the Company is directly involved, or of which
they have become aware in their capacity as a director, to the
Board prior to the completion of that transaction.
Furthermore, directors shall refrain from trading in the Company’s securities during the 30 calendar day period prior to the
announcement of the annual and half-yearly results and during
the 15 calendar day period prior to the quarterly results; trading
may be resumed on the day after the public announcement of
the results.
Frequency of meetings
Article 16 of the Company’s Articles of Association provides that the Board of Directors shall meet as often as the
Company’s interests require.
The Board of Directors met 18 times during the financial year
ended.
The dates of Board meetings, the main items on the agenda
and directors’ attendance during the 2014 financial year were as
follows:
5 February 2014
- Authorisation of the signing of an amendment to the cash
pooling agreement.
Attendance rate: 67%
18 February 2014
- Overview of the budget for 2014
162
27 March 2014
- Appointment of Jean-Noël Reynaud as Chief Executive Officer, for an indefinite period, subject to his agreement;
- Retention of Krzysztof Trylinski as a director and Chairman of
the Board of Directors;
- Separation of the roles of Chairman and Chief Executive Officer, subject to Jean-Noël Reynaud’s acceptance of his appointment, from the effective date of his appointment.
31 March 2014
- Acknowledgement of Jean-Noël Reynaud’s acceptance of
the position of Chief Executive Officer on 5 May 2014.
17 April 2014
- Review of regulated agreements;
- Review of Q1 2014 sales results.
29 April 2014
- Approval of the Company and consolidated financial statements for the year ended 31 December 2013;
- Approval of the management forecasts;
- Approval of the Chairman’s report on internal control procedures;
- Approval of the Group’s Management Report.
15 May 2014
- Recording of a capital increase via the exercise of warrants;
- Approval of the agenda and draft resolutions to be submitted to the General Meeting of Shareholders;
- Convening of the shareholders to a Combined General Meeting on 25 June 2014.
23 June 2014
- Preparation of the next General Meeting.
25 June 2014
- Answers to written questions received from shareholders;
- Composition of the Strategy Committee.
16 July 2014
- Convening of the shareholders to a Combined General Meeting on 16 September 2014, on the second invitation.
28 July 2014
- Appointment of Benoît Hérault as Chairman of the Board of
Directors to replace resigning Chairman Krzysztof Trylinski with
effect from the end of the next General Meeting of Shareholders.
28 August 2014
- Authorisation of the signing of an amendment to the cash
pooling agreement.
P art 2. L egal
16 September 2014 (prior to the General Meeting of
Shareholders)
- Appointment of Benoît Ghiot as a member of the Audit Committee, subject to his appointment as a director.
16 September 2014 (during the adjournment of the General
Meeting of Shareholders)
- Approval of Resolution A (inclusion of a new resolution requested by a shareholder) regarding the appointment of Rita
Maria Zniber as director;
- Rejection of Resolutions B and C (inclusion of new resolutions requested by shareholders) regarding the appointment of
Serge Heringer and Guillaume De Belair as directors.
10 October 2014
- Merger of the Appointments Committee and Remuneration
Committee into a single committee named the Appointments
and Remuneration Committee;
- Updating of the Board of Directors’ internal rules;
- Classification of Benoît Ghiot as an independent director.
14 October 2014
- Preparations for the approval of the half-yearly financial statements and business report.
24 October 2014
- Approval of the half-yearly financial statements and business
report;
- Approval of the management forecasts;
- Co-option of Mehdi Bouchaara as director;
- Appointment of Serge Heringer as a permanent guest of the
Board of Directors;
- Allocation of directors’ fees;
- Appointment of the members of the Strategy Committee;
- Authorisation to enter into an escrow agreement with JeanNoël Reynaud (assumption of GSC directors’ unemployment insurance cover by the Company).
5 December 2014
- Approval of the three-year 2018 BiG strategic plan;
- Approval of the regulated agreement with Jacques Bourbousson, director.
Convening of Directors
163
Information provided to the Directors
To enable all directors to perform their duties, take decisions in full knowledge of the facts and make an effective
contribution to Board meetings, a comprehensive information package is sent to them prior to each meeting.
This package includes the documents required for them to
understand the items on the agenda.
All director receive all information required to perform their
duties and may ask to be sent any documents that they consider
useful. The directors are informed continuously between Board
meetings as required.
To that effect, every director may ask the Chairman or Chief
Executive Officer, subject to sufficient advance notice, for any information required in order for them to make a useful contribution to the items on the Board agenda or for any other information that enables them to fulfil their assignment.
The directors may meet the Company’s main executives in the
absence of the executive corporate officers, but must inform the
latter beforehand.
Every director may receive training on the Company’s specific
features, business lines and business sectors, as well as on their
role as a director, at the Company’s expense, if they consider it
necessary.
Meetings
The meetings of the Board of Directors will be held at
the Company’s premises in Ivry. The Board may decide to
hold one of its meetings at another location specified in the
invitation on the recommendation of the Chairman and in
accordance with the Company’s Articles of Association.
Pursuant to Article L. 225-37 of the French Commercial Code,
Article 16-II of the Articles of Association and Article 4.1 of the
Board of Directors’ internal rules, Board of Directors’ meetings
may be held using video-conference or telecommunications
technology. However, voting by video-conference or via telecommunications technology is prohibited in the case of resolutions
regarding the approval of the Company or consolidated financial
statements and the appointment and dismissal of the Chairman
of the Board of Directors, Chief Executive Officer and Deputy
Chief Executive Officers.
The timetable for the Board meetings is determined by
joint agreement, at the latest during the previous meeting.
The Board members are then invited to each meeting via
email, around eight days in advance.
Directors who take part in Board meetings via video-conference or telecommunications technology shall be considered
present for the purpose of calculating quorum and majority, provided that such technology enables them to be identified and
guarantees their effective participation in accordance with the
technical specifications provided for by the regulations.
The Statutory Auditors are invited to the Board meetings
called to approve the half-yearly and annual financial statements.
In 2014, the 5 February, 31 March, 16 July, 28 August and 24
October meetings were held using teleconference technology.
P art 2. L egal
Persons invited to Board meetings
At its 24 October 2014 meeting, at the recommendation of the Appointments and Remuneration Committee,
the Company’s Board of Directors unanimously resolved
to create a permanent non-voting guest position on the
Board for Serge Heringer, in his capacity as the representative and expert of Diana Holding, in order for him to
contribute his financial and banking expertise to Board
meetings. Mr Heringer is also a permanent guest on the
Audit Committee.
The Company’s Chief Financial Officer attended eight Board
meetings during the year and was given the opportunity to
speak during discussions on the Company and consolidated financial statements and the Group’s overall accounting and financial position.
Likewise, the Company’s Chief Executive Officer attended fifteen Board meetings and was given the opportunity to speak during discussions on the Company’s operations and outlook, the
strategic guidelines to be followed and, more generally, on the
Group’s overall policy.
Lastly, a number of the Company’s advisers and consultants
were invited to Board meetings to answer any questions put by
Board members.
Authorisation of regulated agreements by the
Board of Directors
The Board of Directors authorised new or amended regulated agreements during the financial year ended. These
agreements were audited by the Company’s Statutory Auditors, who mention them in their special report.
Minutes of the Board meetings
164
The Committees’ role is strictly advisory. The Board of Directors decides at its own discretion on any follow-up measures
that it intends to take in relation to the findings presented by the
Committees. The directors are free to vote as they wish, without
being bound by these reviews, investigations, reports and any recommendations issued by the Committees.
Any remuneration paid to Committee members is determined
by the Board.
Audit Committee
Chairman: Benoît Ghiot
Members: Mehdi Bouchaara and Jacques Bourbousson
Number of independent members: 2
The purpose of this Committee is to help the Board of Directors monitor issues relating to the preparation and auditing of
the accounting and financial information. The Committee reviews the financial statements and ensures the appropriateness
and consistency of the accounting policies applied to the preparation of the Company’s individual and consolidated financial
statements. Notwithstanding the Board’s powers, the Audit Committee is specifically responsible for monitoring:
i) the processes for preparing the financial reporting;
ii) the effectiveness of the internal control and risk management systems;
iii) the statutory audit of the Company and consolidated financial statements by the Statutory Auditors; and
iv) the independence of the Statutory Auditors.
The Audit Committee held 11 meetings in 2014, on 31 January, 11 March, 16 April, 14 May, 5 June, 3 July, 30 September,
6 October, 9 October, 22 October and 19 December, which were
attended by the Statutory Auditors.
The attendance rate was 100%.
The minutes of each Board meeting are drawn up at the
end of each meeting. The draft minutes are sent to the directors together with the invitation to the next meeting,
during which they are approved.
The main issues discussed during these meetings were as follows:
Committees set up within the Board of Directors
- Review of the half-yearly financial statements and the annual
Company and consolidated financial statements, the Management Report and the notes to the financial statements;
Two committees have been set up within the Board of
Directors.
The Board of Directors determines the composition and duties
of each Committee. These Committees are designed to facilitate
the proper operation of the Board and make an effective contribution to the preparation of its decisions.
The Committees are responsible for reviewing issues submitted by the Board of Directors or its Chairman for such purpose, preparing the Board’s work regarding these issues and reporting their findings to the Board in the form of reports, proposals,
information and recommendations.
- Assessment of the various internal control and audit tasks.
Appointments and Remuneration Committee
Chairwoman: Christine Mondollot
Members: Constance Benqué and Jacques Bourbousson
Number of independent members: 3
The role of the Appointments and Remuneration Committee
is to:
- select, assess and propose to the Board candidates for the
position of director, Chairman of the Board, Vice-Chairman and
P art 2. L egal
165
Chief Executive Officer to the Board, as well as candidates for
membership and chairmanship of the Committees;
- Compliance with laws and regulations;
- The reliability of the financial and accounting information.
- draw up a succession plan for executive corporate officers,
in order to be able to recommend succession solutions to the
Board, including in the event of unforeseen vacancies;
In addition to issues that are directly related to the accounting
system, the internal control system includes:
- the overall internal control environment, i.e. all the behaviours, levels of awareness and actions taken by Management
(including the corporate governance process) concerning the internal control system and its importance within the entity;
- The control procedures, which refer to the policies and
procedures determined by Management in order to achieve the
entity’s specific targets.
- put forward recommendations and proposals to the Board
regarding the following matters: remuneration, the pension and
life insurance scheme, supplementary pensions, benefits in kind,
the various financial entitlements of the Company’s executive
corporate officers, the allotment of bonus shares, performance
shares and stock options;
- determine the procedures for setting the variable portion
of the remuneration payable to the executive corporate officers,
and monitor their application;
- recommend a general policy for allotting bonus shares, performance shares and stock options, and determine the frequency
of such allotments depending on the categories of beneficiaries;
- review the system for allocating attendance fees among the
Board members; and
- give its opinion to senior management regarding the remuneration of senior executives.
The Appointments and Remuneration Committee held five
meetings during the 2014 financial year.
5.1.3 Internal control and risk management
procedures
The French Financial Markets Authority (AMF) published a document entitled “Risk management and internal
control procedures: frame of reference” in July 2010. The
Company relies on this document with regard to its internal control system.
Definition of internal control
The internal control system consists of a series of resources, behaviours, procedures and actions implemented
by the Company’s senior management to enable the Company and its subsidiaries to improve their control over
their business activities, to make their operations more efficient and to optimise their use of resources. The internal
control system is not limited to a series of procedures or
accounting and financial processes.
The primary aim of the system is to ensure:
- The application of the instructions and guidelines determined by senior management;
- The proper operation of the internal processes of the Company and its subsidiaries, including those aimed at protecting its
assets;
The internal control system is placed under the guidance of
senior management.
Our internal control system applies across a wide scope, which
includes controlled companies and subsidiaries whose business
activities are likely to pose risks. The two priority measures aimed
at strengthening the internal control system implemented in
2014 were as follows:
- an appropriate organisational structure; and
- the introduction of tools for monitoring operating performance.
This system is part of an approach aimed at identifying, assessing and managing the risks likely to affect the achievement of
the Group’s targets, regardless of whether those targets are of a
strategic, operating, financial or reputational nature or are related
to compliance with laws and regulations.
Like any system, no matter how well designed and well applied our internal control system is, it cannot provide an absolute
guarantee regarding the achievement of the Group’s targets and
under no circumstances provides an absolute guarantee that the
risks to which the Group is exposed will be fully eliminated under
any circumstances.
- Redefinition of the organisational structure of
the Company and its subsidiaries
The Group’s business activities break down between
production and marketing of wines and spirits. The Group
has chosen an organisational structure divided between seven clusters, in order to encourage the operational efficiency, team responsiveness, the sharing of best practices and
cross-divisional control over its operations.
- A senior management team that meets the
Group’s strategic ambitions
The Group’s senior management team was strengthened
following the arrival of Jean-Noël Reynaud as Chief Executive Officer and by the appointment of a Marketing Director, Purchasing Director and Industrial Director.
The Group has recorded the arrival of a Director of Human Resources and General Secretary since the beginning of 2015.
P art 2. L egal
Accordingly, the Company has set up an Executive Committee
responsible for implementing the 2018 BIG strategic plan and
for monitoring programmes that are considered to be priorities:
- Continuing to optimise working capital;
- Implementing a consistent and proactive sales policy based
on Category Management;
- Reviewing the marketing positioning of the Group’s brands;
- Generating significant synergies aimed at optimising the
Group’s efficiency and operating responsiveness while reducing
the cost structure; Implementing industrial best practices and
pooling the Group’s purchases will be the first drivers of this area
of improvement;
- Pooling know-how and expertise.
- Strengthening the Finance Division
The Company has boosted the resources of the Group
Finance Division to enable it to deal with the preparation
and assessment of the financial statements, controls on
subsidiaries, management control, the processing of complex transactions and relations with external advisers. The
Group Finance Division has added to its teams by:
- strengthening the consolidation unit;
- appointing a Group Management Controller;
- appointing a Group Treasurer;
- appointing a Deputy Finance Director;
- setting up an HR function at the head office.
- Organisation and security of IT systems
Local arrangements are made in order to ensure the
continuous processing of accounting data. Accordingly,
specific hardware is duplicated to act as an automatic backup in the event of an unforeseen hardware failure.
Regarding storage and protection of data, access to accounting and financial information is secured via authorisation
granted to named individuals and using passwords. All data is
backed up on a daily basis and a second back-up copy is stored
in a secure location.
Internal control environment
The Company introduced guideline values based on excellence, openness, responsibility, innovation and team spirit during the financial year. These values were included in
our “2018 Back in the Game” strategic plan, and must be
used as guidelines by all our employees in their operating
activities.
These values are reinforced by our corporate Business and
Ethics Codes, which were adopted in January 2014. The members
of the Executive Committee and the managing directors of our
entities are responsible for implementing these codes in the operating activities.
The internal dissemination and disclosure of relevant information to all Group employees is based on four main priorities:
- Monthly performance reviews involving the subsidiaries’ management teams and the members of the Executive Committee.
166
These meetings provide an ideal opportunity for discussing risks
and opportunities;
- Service meetings, the aim of which is to share operating information, review monthly performances, set priorities and determine action plans;
- The Group’s website, which sets out key information; an overhaul of the website is planned for 2015;
- A centralised communications process enables Group Management to disseminate procedures and instructions to all of the
clusters.
Risk management
The Group’s organisational structure enables the management of the risks and opportunities relating to its
business activities. This responsibility is applied at all hierarchical levels within the Company and its subsidiaries.
All our employees have an influence on the internal control
system, apply the processes in their area of responsibility
and contribute to the risk management system.
The main participants involved in the processes of identifying,
assessing and managing risks and opportunities are senior management, the Board of Directors, the Finance Division, the various
committees and the Internal Audit department.
These participants rely on their experience to anticipate the
risks and opportunities relating to trends in the wines and spirits
sector. Risks are managed at the appropriate level of the organisation. They are set out in section “1.4 Risk Factors” of the 2014
Financial Report.
The main parties involved in managing the internal control
- Senior management and the Executive Committee
The Executive Committee draws up the main principles of the
internal control and risk management system, determines the
roles and responsibilities of the main stakeholders, coordinates
the implementation of those principles and ensures their effective implementation. The Company’s senior management team
provides its expertise and assistance to the various subsidiaries,
taking specific local features into account.
- Board of Directors
The Company’s Board of Directors is a collegiate body responsible for assisting senior management, helping to set the
Group’s strategic guidelines and overseeing their implementation and the proper operation of the Company and its subsidiaries.
The Board of Directors has introduced:
- internal rules, adopted on 25 April 2008 and amended and
approved on 17 December 2013 and 10 October 2014;
- special committees: the Audit Committee and the Appointments and Remuneration Committee.
P art 2. L egal
The Board of Directors familiarises itself with the main features
of the internal control and risk management system selected and
implemented by senior management, and sees that the major
risks incurred by the Group are identified. In this regard, senior
management informs the Board of developments in the Group’s
main risks and the related action plans.
With regard to the preparation of accounting and financial
information, the Board checks that the guidance and control process introduced guarantees the reliability of the accounting and
financial information.
- Audit Committee
The Audit Committee ensures the existence and application of
the internal control procedures within the accounting, financial
and other corporate functions.
It keeps itself informed of the major risks identified, their assessment and their development over time.
- Internal Audit
The Internal Audit department was founded in December
2013 at the initiative of the Audit Committee and the Board of
Directors. Internal Audit reports to the Company’s Chief Executive
Officer and is involved with all Group entities. Its role is threefold:
- to coordinate the roll-out and implementation of the internal
control system based on the guidelines issued by senior management,
- to provide methodological support to the subsidiaries in
terms of internal control and specific financial and technical risks,
- to conduct its own assignments to supplement the external
auditors’ assignments.
The involvement of Internal Audit is planned in agreement
with senior management. The assignments are selected in accordance with the risks identified by the governance bodies or by
the Statutory Auditors.
The priority issues addressed by Internal Audit in 2014 were
as follows:
- determining Group policies and monitoring their application
at the subsidiaries;
- determining the Group reporting process;
- performing specific audits at the request of senior management;
- identifying best practices to apply within the Group;
- identifying business risk;
- monitoring action plans aimed at strengthening the internal
control process within the Group.
The findings of the audit assignments are fed back to the management team of the entity concerned. A summary of those
findings, together with the action plan to which the local entity’s
management team has committed, are then presented to senior
management. The results of all the work are shared with the Statutory Auditors. Conversely, the comments made by external
auditors as part of their checks are taken into consideration by
167
Internal Audit.
Internal Audit plays an active role in monitoring the internal
control system via operating audits and compliance audits. It ensures compliance with both local laws and regulations and the
Group’s principles and standards.
- Finance Division
The main role of the Finance Division is to assist and monitor
the operating divisions with regard to their financial operations.
The Division determines the rules regarding consolidation and
financial control, and defines procedures and best practices in
areas such as financial control, accounting and consolidation,
financing and cash management, tax, financial reporting and IT
systems.
The Finance Division oversees the accounting process and
takes part in drawing up the annual accounting positions and
statements.
For the preparation of the consolidated financial statements,
the Company gathers the accounting information from the various entities in the consolidation scope using a consolidation
and reporting software package.
Most Group subsidiaries (in Poland, France, Lithuania and Bulgaria) are included in this consolidation system, enabling decentralised entry of the consolidation returns.
Lastly, through their various audits, the Statutory Auditors
perform the checks specific to their profession on the financial
statements of the Company and the companies included in the
consolidation scope.
The internal control projects launched in 2014
- Raising the awareness of the subsidiaries’ management
Throughout 2014, Group senior management worked
on raising awareness of the importance of internal control
amongst the subsidiary management teams (meetings with
the Managing Directors, internal control questionnaires,
inclusion of the internal control process in performance
measurement).
- Introduction of structural documentation
Good Conduct and Ethics Charters were drawn up. The
purpose of these charters is to remind staff of the Group’s
expectations in terms of compliance with laws and regulations. The charters were disseminated throughout the
Group in early 2014.
Draft internal control guidelines shared by the entire Group
were introduced in late 2013. These guidelines are based on the
AMF internal control guidelines.
P art 2. L egal
The intra-Group cash flows within the Group’s entities were
documented at the Finance Division’s initiative. The twofold goal
was the management and optimisation of cash flows.
- Introduction of a char t of accounts shared by all
Group entities
The aim of this project, which was launched in the
first half of 2014, is to strengthen the consistency of and
controls on the accounting and financial information fed
back by the various Group entities.
- Introduction of business reports and indicators
The Finance Division introduced the following reports
during the 2014 financial year:
- a scoreboard monitoring legal risk at each entity;
- a scoreboard monitoring contractual and off-balance sheet
commitments made at each entity;
- a survey of delegations of authority.
These reports are reviewed by senior management, Internal
Audit and the Statutory Auditors.
Preparation and processing of the accounting
The process of preparing the accounting and financial
information is overseen and consolidated by the Group Finance Division.
The preparation and processing of the accounting and financial information is appropriate for the organisational structure of
the Group and its subsidiaries.
Each subsidiary is responsible for forwarding monthly financial and operating performance indicators to the Company. This
data is reviewed at meetings between local management and
the Group Executive Committee.
- The processes for feeding data into the financial statements
All the processes that take place prior to the production of the financial statements are the subject of specific
procedures and rules for approval, authorisation and recognition. Accordingly, procurement takes places within a totally secure framework including a list of pre-selected suppliers and terms negotiated in advance. Purchase orders
are required for any purchases above a certain threshold,
while capital expenditure projects approved by the Executive Committee must be duly documented, justified and
authorised in order to be executed.
- The year-end accounting and consolidated financial
statement production processes
The year-end accounting processes are subject to specific instructions that set out the detailed timetables, the
168
exchange rates to be applied, the consolidation scopes and
any particular points to follow. These instructions are sent
to all the companies, thereby ensuring compliance with
deadlines, use of the same year-end parameters and standardised data feedback.
Procedures for approving the various stages of the consolidation process have also been introduced. The main aim of these
procedures is to approve the following points:
- The proper application of accounting standards and principles;
- The accurate restatement of specific social indicators;
- The identification, reconciliation and elimination of reciprocal transactions;
- The correct calculation of deferred tax;
- The proper assessment and explanation of the change in the
Company’s and consolidated group’s net asset position.
The Group subsidiaries draw up statements on a monthly
basis. The statements enable them to identify any specific and
non-recurring transactions. Accordingly, the subsidiaries may ask
for support from the Group Finance Division when dealing with
exceptional or complex transactions.
The aim of this process is to facilitate the annual (and
half-yearly) closing process for the consolidated financial statements.
- Management reporting and control
The reporting process is a key factor in the Group’s internal management and control system.
The Group Finance Division has introduced various business
reports required by senior management in order to manage its
operating activities. The main business reports cover the following topics:
- 13-week cash position forecasts; and
- a monthly operating performance scoreboard.
The introduction of scoreboards has allowed standard feedback of information considered as key by the Group’s subsidiaries.
The review processes within the Group have been strengthened. Operating and financial performances are reviewed at monthly meetings between the Company and subsidiary senior management teams.
These meetings rely on the various monitoring scoreboards
introduced.
- Data consolidation
The Finance Division oversees the accounting process
and takes part in drawing up the annual accounting positions and statements. The consolidated financial statements
are produced on a half-yearly and annual basis.
P art 2. L egal
Every half year, the Group consolidation department issues
instructions setting down a timetable of tasks and recalling the
procedures for preparing the consolidation returns. These instructions are sent to each subsidiary’s accounting department or
shared accounting service centre.
The Company prepares the consolidated financial statements
and gathers the accounting information from the various entities
in the consolidation scope using a consolidation and reporting
software package.
Most Group subsidiaries (in Poland, France, Lithuania and Bulgaria) are included in this consolidation system, enabling decentralised entry of the consolidation returns.
The consolidated data is published, and therefore approved
by the Statutory Auditors, every six months. Through their various audits, the Statutory Auditors perform the checks specific
to their profession on the financial statements of the Company
and the companies included in the consolidation scope.
5.1.4 Limitations on the Chief Executive Officer’spowers
Article 18-I of the Articles of Association specifies that
the general management of the Company is the responsibility of either the Chairman or another individual appointed
from among or outside the directors by the Board of Directors, who carries the title of Chief Executive Officer.
The Company has decided to separate the roles of Chairman
of the Board of Directors and Chief Executive Officer.
The Chief Executive Officer represents the Company in its dealings with third parties, and has full powers within the limits of
the corporate purpose, subject to the powers expressly assigned
by law to the general meeting.
The Chief Executive Officer may be dismissed at any time by
the Board of Directors.
As an internal measure not enforceable on third parties, the
Chief Executive Officer must ensure that he/she has the Board of
Directors’ consent for transactions that fall outside the framework
of day-to-day management before committing the Company,
and specifically for:
(i) any capital increase or issuance of shares or securities giving access to the Company’s share capital, regardless of their nature, acting on a delegation of authority granted by the General
Meeting of Shareholders, notwithstanding the Board’s option to
sub-delegate that authority to the Chief Executive Officer, or to
the Deputy Chief Executive Officers, where applicable, as well as
any issuance of securities in any of the subsidiaries for the benefit
of a third party;
(ii) any financing for the benefit to the Company or one of its
subsidiaries in an amount that exceeds (x) €5,000,000 for medium
169
and short-term financing and (y) €2,000,000 for overdrafts, loans
and short-term financing, or any higher threshold determined by
the Board. For the purposes of this paragraph, the term “financing” refers to any of the following operations (except for cash
pooling transactions, factoring and the choice of banks, which
are the responsibility of senior management):
(a) any borrowings;
(b) any bond, debt security, promissory note, securitised
loan or other similar instrument;
(c) any finance lease or other agreement considered as a
finance lease in accordance with international generally accepted
accounting principles;
(d) the purchase of any asset, insofar as the price is payable
following the purchase or taking possession of that asset, if the
price payment terms constitute a means of financing the purchase of the asset;
(e) any security interest, compensation commitment or similar assurance covering the financial loss incurred by any person
in relation to any factor mentioned above, except for contracts or
agreements entered into in the normal course of business;
(f )
any other transaction that has the commercial effect of
a liability (e.g. call or put options or other financial instruments);
(iii) any acquisition, sale, transfer, merger or joint venture by
the Company or one of its subsidiaries for an enterprise value of
over €1,500,000, or any measure aimed at disposing of an asset
owned by the Company or one of its subsidiaries with a unit book
value or a unit market value of over €1,500,000, provided that, in
each case, with the exception of sales, transfers and similar disposals, the transaction involves existing businesses and regions in
which the Company or the subsidiaries already operate;
(iv) setting up operations in any new territory, or launching a
new business activity (except for the introduction of a new product, which is the responsibility of senior management);
(v) any proposal or payment of a dividend, or any other distribution of any kind to the Company’s shareholders;
(vi) any capital expenditure with a unit value of over
€2,500,000;
(vii) any capital expenditure that results in exceeding the annual budget approved and/or amended by the Board;
(viii) the signing, amendment, cancellation or termination of a
service provision agreement, a pension commitment, an employment contract with a corporate officer of the Company or one
of its subsidiaries, or any agreement to their benefit, regardless
of whether that benefit is direct or indirect, for an amount over
€200,000, on the understanding that the term ‘key employee’
refers to any person whose gross annual remuneration exceeds
€180,000;
(ix) any restructuring process involving the Company or any of
its subsidiaries where the cost exceeds €1,500,000;
(x) the appointment of beneficiaries of plans involving stock
P art 2. L egal
options, bonus shares or other profit-sharing instruments, where
the arrangements have been approved by the General Meeting
of Shareholders, and any amendment to said schemes; the creation and implementation of any new stock option, bonus share or
other profit-sharing instrument plans; and
(xi) the granting of any security interest, surety, endorsement
or guarantee by the Company or any of its subsidiaries that exceeds the amount determined by the Board on an annual basis
or that exceeds an annual amount of €1,000,000 if no annual
amount has been determined.
Furthermore, the Chief Executive Officer has set up an Executive Committee, the composition of which has been submitted
to the Supervisory Board for approval. The role of this Executive
Committee is to provide continuous assistance to the Chief Executive Officer from an operating standpoint, in terms of both taking and implementing decisions.
5.1.5 Special terms and conditions regarding
shareholder attendance at General Meetings
The terms and conditions relating to the attendance of
shareholders at General Meetings are set out in Articles 9,
11, 12 and 25 to 30 of the Company’s Articles of Association.
5.1.6 Principles and rules for determining
the remuneration and benefits awarded to
corporate officers
The Board of Directors allocates attendance fees to the
directors within the overall limit approved by the General
Meeting of Shareholders and on the recommendation of its
Appointments and Remuneration Committee. The Board
may allocate an additional amount of attendance fees, without exceeding the aforementioned limit, to directors who
are members of the special committees in accordance with
the time they spend on these committees.
The 16 September 2014 General Meeting of Shareholders set
the amount of attendance fees to be divided between the directors for the current financial year at four hundred and forty-five
thousand euros (€445,000).
At its meeting on 24 October 2014, the Board of Directors
decided to allocate the attendance fees awarded by the General
Meeting as follows:
- €100,000 to the Chairman of the Board of Directors;
- €45,000 each to all directors except the Chairman of the
Board of Directors;
- €25,000 to each Committee Chairman.
The unallocated attendance fees for the 2014 financial year
amounted to €25,000.
170
The Management Report sets out the remuneration paid
to each director, on the understanding that no director has
ever held or holds an employment contract with the Company or with any affiliated company.
The Chairman of the Board of Directors
5.2 Statutory Auditors’Report on the Chairman’s report on Corporate Governance and Internal Control
In our capacity as Statutory Auditors to Belvédère SA, and
pursuant to the provisions of Article L. 225-235 of the French
Commercial Code, we hereby submit our report on the report
prepared by the Chairman of your Company in accordance with
the provisions of Article L. 225-37 of said Code for the financial
It is the Chairman’s responsibility to prepare a report on the
internal control and risk management procedures implemented
at the Company, including the other information required under
Article L. 225-37 of the French Commercial Code regarding, in
particular, the corporate governance system, and to submit this
report to the Board of Directors for approval.
It is our responsibility:
- to inform you of our comments on the information contained
in the Chairman’s report regarding the internal control and risk
management procedures relating to the preparation and processing of accounting and financial information; and
- to confirm that the report contains the additional information required by Article L. 225-37 of the French Commercial Code,
on the understanding that it is not our responsibility to check the
fairness of this additional information.
We conducted our work in accordance with professional standards applicable in France.
Information regarding the internal control and
risk management procedures relating to the
preparation and processing of financial and
accounting information
Professional standards require that we perform checks
aimed at assessing the fairness of the information regar-
P art 2. L egal
ding the internal control and risk management procedures
relating to the preparation and processing of the accounting and financial information contained in the Chairman’s
report.
These checks specifically consist in:
- familiarising ourselves with the internal control and risk management procedures for the compilation and processing of the
accounting and financial information underlying the information
presented in the Chairman’s report as well as the existing documentation;
- familiarising ourselves with the work that enabled the existing information and documentation to be prepared;
- determining whether the material weaknesses in the internal
control procedures relating to the preparation and processing of
financial and accounting information that we may have identified
in the course of our work are properly disclosed in the Chairman’s
report.
In our reports on the prior financial years, we expressed a
qualification regarding shortfalls relating to the organisation and
operation of the accounting and financial procedures forming
part of the Belvédère Group’s internal control system. This situation was specifically liable to affect the process of fully identifying
the commitments entered into by the Group and the accurate
reporting of those commitments in the accounting and financial
information published. The paragraph on “Risk management and
internal control procedure” in the Chairman’s report describes
the work undertaken in order to strengthen the organisational
structure and the procedures forming part of the internal control
system. This information remedies the shortfalls that led us to express a qualification in our reports on the previous financial years.
On the basis of our work, we have no matters to report on the
information provided regarding the Company’s internal control
and risk management procedures relating to the preparation
and processing of the accounting and financial information
contained in the report by the Chairman of the Board of Directors
prepared pursuant to the provisions of Article L. 225-37 of the
171
5.3 Description of the regulated agreements
List of regulated agreements entered into during the financial year:
We hereby inform you that, at its meeting on 5 December 2014, our Company’s Board of Directors authorised an agreement falling under Article L. 225-38 of the
French Commercial Code between our Company and
Jacques Bourbousson (director). The purpose of the re lated service was to assess the organisational structure,
infrastructure and vineyard yield in Bulgaria. A €5,000
invoice was issued for this service, which was performed
between 8 and 12 September 2014.
List of previously authorised agreements where
the Board of Directors extended previous authorisations
- The purpose of the agreement signed between the
Company and Krz ysztof Tr ylinski (former Chairman of
the Board of Directors) on 17 July 2013 is the provision of
support services.
This agreement sets out the terms and conditions for the support services that Krzysztof Trylinski has undertaken to provide to
the Company, as well as the related fees.
These services will be performed in exchange for the monthly
payment of an amount of €62,500 excluding tax.
The term of this agreement is for a minimum period of three
years from the effective date, i.e. the date when Krzysztof Trylinski’s duties at the Company were terminated.
As Krzysztof Trylinski resigned from his duties with effect from
16 September 2014, this agreement will therefore run for a period of three years from that date.
- The purpose of the agreement is the settlement signed by
the Company and Krzysztof Trylinski (former Chairman of the
Board of Directors) on 30 September 2013.
Other information
We hereby confirm that the report prepared by the
Chairman of the Board of Directors includes the other information required by Article L. 225-37 of the French Commercial Code.
Aurélie TRUCY
Dominique MULLER
The purpose of this settlement is to terminate or prevent any
ongoing or latent litigation or disputes that may arise between
the parties, primarily as the result of resignations.
Under the terms of this agreement, Krzysztof Trylinski has
undertaken to resign from all of his offices and from any other
position held at the Company and/or the subsidiaries, on the understanding that he undertakes to resign from his position as a
director and as Chairman of the Board of Directors, and to remain
in his role as Chief Executive Officer up until the date when the
Appointments Committee has recommended the appointment
of his successor to the position of Chief Executive Officer. Mr Trylinski acknowledges that he has no claim to make against any of
the Group companies, and that none of the Group companies
owes him any compensation or repayment of any kind, and that
he does not benefit from any undertakings except for the sup-
P art 2. L egal
172
port contract signed on 17 July 2013.
In return, Belvédère SA, has committed, on its own behalf and
on behalf of its subsidiaries, to withdraw from any proceedings
that they may have initiated against Krzysztof Trylinski prior to
the date when said settlement was signed, as and when required,
and definitively waives its right to initiate any proceedings or actions, of any kind, against Krzysztof Trylinski in respect of their
past relations, except for the exclusions referred to in Article 2 of
the Settlement.
- Krzysztof Trylinski benefits from a guarantee, which provides
that your Company will compensate him for any personal loss incurred as the result of the potential consequences of the signing
a memorandum of agreement by Belvédère SA and Angostura
Holdings Limited on 4 February 2013.
This guarantee was granted for a period of 10 years from 11
February 2013.
- Advances and non-interest bearing current accounts granted
by Belvédère SA: the advances and non-interest bearing current
accounts granted by Belvédère SA displayed the following debit
balances as at 31 December 2014:
Abbaye de Talloires: €267,000
Belvédère Ceska: €339,000
Director concerned: Krzysztof Trylinski
- Belvédère SA has entered into an operating lease on a building for use as offices and as its registered office at 10 Avenue
Charles Jaffelin in Beaune. The rent for the 2014 financial year
amounted to €27,000 excluding tax.
Director concerned: Krzysztof Trylinski
Agreements authorised during the financial
year and not yet signed
In accordance with the provisions of Article R. 225-30
of the French Commercial Code, we hereby inform you
that, at its meeting on 24 October 2014, our Company’s
Board of Directors authorised an agreement falling under
Article L. 225-38 of the French Commercial Code between
our Company and Jean-Noël Reynaud (Chief Executive
Officer).
The purpose of this authorisation is to comply with a contractual guarantee undertaking relating to GSC directors’ unemployment insurance, which it had made to the Chief Executive Officer
in his letter of appointment. This authorisation provides for the
substitution of the GSC insurance by an escrow agreement for an
amount of €294,000 and a period of 24 months. It is specifically
provided that this escrow agreement will lapse in the event that
GSC confirms in writing that it is assuming liability for the cover.
This agreement was entered into on 1 April 2015.
5.4 Statutory Auditors’special
report on regulated agreements
In our capacity as the Company’s Statutory Auditors, we hereby submit our report on regulated agreements and commitments.
It is our responsibility to inform you, based on the information
that has been provided to us, of the characteristic features and
of the main terms and conditions of the agreements and commitments that have been disclosed to us, or of which we may
have become aware during our assignment. It is not up to us to
issue an opinion on their usefulness and legitimacy, or to ascertain whether other agreements and undertakings exist. Your role,
in accordance with the terms of Article R. 225-31 of the French
Commercial Code, is to assess the benefit of entering into these
agreements and commitments, with a view to their approval.
We are also required to disclose the information provided for
in Article 225-31 of the French Commercial Code regarding the
execution of the agreements and commitments already approved by the General Meeting during the year ended.
We performed the checks that we considered necessary in
view of the professional standards issued by the Compagnie
Nationale des Commissaires aux Comptes regarding this assignment. These checks consisted in verifying that the information
provided to us is consistent with the source documents from
which it was extracted.
AGREEMENTS AND COMMITMENTS SUBJECT
TO THE APPROVAL OF THE GENERAL MEETING
A G R E E M E N T S A N D CO M M I T M E N T S AU T H O R I S E D
D U R I N G T H E CO U R S E O F T H E P R E V I O U S
FINANCIAL YEAR
Pursuant to Article L. 225-40 of the French Commercial
Code, we have been informed of the following agreements
and commitments previously authorised by your Board of
Directors.
Assignment aimed at assessing the infrastructure and yield of
the vineyard in Bulgaria
At its meeting on 5 December 2014, your Board of Directors
authorised your Company to take on a specific assignment relating to the assessment of the organisation and infrastructure of
the vineyard in Bulgaria, as well as the assessment of its yield, in
exchange for a financial consideration of €5,000.
Director concerned: Jacques Bourbousson
P art 2. L egal
Payment of the amounts payable under the GSC guarantee into an escrow account
At its meeting on 24 October 2014, your Board of Directors authorised a payment of €294,000 into an escrow account relating
to the GSC cover arranged for the benefit of your Chief Executive
Officer, and as provided for by the Company’s contractual commitment to Jean-Noël Reynaud in respect of his office as Chief
Executive Officer.
The terms of the escrow agreement are as follows:
- Amount: €294,000
- Term: 24 months
- Implementation: the escrow amount will not be released in
the event that Mr Reynaud leaves the Company voluntarily or
that his office is terminated in circumstances where he is at fault;
- Lapse: the escrow agreement will automatically lapse in the
event that GSC confirms in writing that it is assuming the cover;
- Performance conditions: in the event that Article L. 225-42-1
of the French Commercial Code applies, the cumulative performance conditions will be as follows: (i) a positive consolidated
EBITDA amount for Belvédère and its subsidiaries, as well as (ii) a
positive consolidated underlying operating profit for Belvédère
and its subsidiaries.
This escrow agreement was entered into on 1 April 2015.
AGREEMENTS AND COMMITMENTS ALREADY
APPROVED BY THE GENERAL MEETING
Pursuant to Article R. 225-30 of the French Commercial
Code, we have been informed that the implementation of
the following agreements and commitments, which had
already been approved by the General Meeting in prior financial years, was ongoing during the financial year ended.
Support Agreement entered into by Belvédère SA and Krzysztof Trylinski
The terms of the agreement are as follows:
Manager concerned: Jean-Noël Reynaud
Parties
Purpose
Entry into effect and
conditions for
implementation
Term
Remuneration for the
provision of services
Termination conditions
Escrow
173
Belvédère (the “Company”),
Marie Brizard & Roger International, Sobieski sp. Zoo, Sobieski Trade,
Domain Menada, Destylernia Sobieski, Destylernia Polmos W Krakowie,
and Fabryka Wodek Polmos Lancut (the “Guarantors”)
Krzysztof Trylinski
Agreement for the provision of support services to the Company (the
“Support Services Agreement”)
On the date when Krzysztof Trylinski’s duties within the Group are
terminated, regardless of the reason for the termination, on condition that:
- in the event that Krzysztof Trylinski took the initiative to leave, he
has complied with a three (3)-month notice period, and has
continued to perform his duties in good faith during that notice
period;
- his duties are terminated by 19 April 2015 at the latest;
- the termination of his duties results from a change in the Company’s
strategy, such as a change in the organisation of the Company’s
Senior Management.
A minimum term of three years (the “Minimum Term”), renewable for
periods of one (1) year
€62,500 per month excluding tax
The Company may terminate the Support Agreement at any time, on
condition that the Company and the Guarantors pay the full amount due for
the period remaining until the expiry of the Minimum Term in one
instalment on the termination date.
Meanwhile, Krzysztof Trylinski may terminate the Support Agreement at any
time as from the expiry date of a six (6)-month period beginning on the
effective date. In this event, the Company and the Guarantors will pay the
amounts due for the period remaining until the expiry of the Minimum Term
in one instalment on the termination date.
The amount corresponding to the remuneration payable during the
Minimum Term under the Support Agreement will be placed in escrow, and
released as the Agreement is executed.
P art 2. L egal
Non-compete and nonsolicitation
Mr Krzysztof Trylinski will refrain from the following for a period of six (6)
months as from the termination of the Support Agreement, and subject to the
full payment of the remuneration payable during the Minimum Term:
- setting up or acquiring any entity that conducts Competing Business
Activities, and/or holding an interest in any company or entity that
conducts a Competing Business Activity (other than an exclusive
investment interest that does not exceed 5% of the share capital and
voting rights in companies where the shares are admitted for trading
on a regulated market) in France, the United States, or Poland;
- providing consulting services to a company that conducts a
Competing Business Activity, or receiving any remuneration on any
grounds from a company that conducts a Competing Business
Activity in France, the United States, or Poland;
- performing any duties as an employee, corporate officer, manager,
director or consultant in a company that conducts Competing
Business Activities in France, the United States, or Poland;
- hiring, soliciting, or canvassing the Group’s employees or managers
either directly or indirectly, specifically for the purpose of
encouraging them to leave the Group or distract them from the
Group, for any other purpose than the Group’s development;
the term “Competing Business Activity” refers to the spirits industry,
including the production, distribution, and marketing of distilled alcoholic
beverages, on the understanding that the term “Competing Business
Activity” does not apply to the design of packaging and wrapping materials
for alcoholic beverages.
Confidentiality
Krzysztof Trylinski undertakes to comply with the strictest confidentiality, for
a period of six (6) months as from the termination of the Support Agreement,
regarding any information to which he may have had access while performing
his duties at the Group, and subject to the full payment of the remuneration
payable during the Minimum Term, except (i) in the event of prior consent by
the Company, (ii) if the disclosure of certain information was required
pursuant to legal and regulatory obligations, or (iii) in the event of a dispute
between Krzysztof Trylinski and a company in the Belvédère Group.
An amount of €2,700,000 was paid into an escrow account during the financial year ended 31 December
2014. The amount of the fees recognised as an expense is
€2,250,000 excluding tax.
Signing of a settlement agreement by Belvédère SA and Krzysztof Trylinski
A settlement agreement has been signed by the Company
and Krzysztof Trylinski; the object of this agreement is to prevent
any current or latent litigation or disputes that may arise between
the parties, in particular as the result of resignations, and specifically to prevent:
- Any claim or demand that may be made against the Company or one of its subsidiaries by Krzysztof Trylinski;
- Any claim, demand or objection relating to Krzysztof Trylinski’s offices within the Group;
- Any claim, demand or objection relating to the disputes; and
- Any claim or demand that may be made by the Company
or one of its subsidiaries against Krzysztof Trylinski in connection
with the management actions taken by the latter as part of the
174
fulfilment of his corporate offices within the Group, with the express exclusion of:
(a) Any actions performed by Krzysztof Trylinski in breach
of the currently applicable statutory provisions, where applicable;
(b) Any fraudulent acts committed by Krzysztof Trylinski, or
any act amounting to a criminal offence; or
(c)
Any acts contrary to the Company’s corporate interest
committed after the date when this agreement was signed and
prior to the resignation date.
Under the terms of this agreement, Krzysztof Trylinski has
undertaken to resign from all of his offices and from any other
position held at the Company and the subsidiaries, on the understanding that he undertakes to resign from his position as a
Director and Chairman of the Board of Directors, and to remain
in his role as Chief Executive Officer up until the date when the
Appointments Committee has recommended the appointment
of his successor to the position of Chief Executive Officer. Mr Trylinski acknowledges that he has no claim to make against any of
the Group companies, and that none of the Group companies
owes him any compensation or repayment of any kind, and that
P art 2. L egal
he does not benefit from any undertakings except for the support agreement signed on 17 July 2013.
In return, Belvédère SA, has committed, in its own name and
in the name and on behalf of the subsidiaries, to withdraw from
any proceedings that they may have initiated against Krzysztof
Trylinski prior to the date when said settlement was signed, as
and when required, and definitively waives its right to initiate any
proceedings or actions, of any kind, against Krzysztof Trylinski in
respect of their past relations, except for the exclusions referred
to in Article 2 of the Settlement.
Guarantee granted to Krzysztof Trylinski
Krzysztof Trylinski benefits from a guarantee, which provides
that your Company will compensate him for any loss suffered on
a personal basis as the result of the potential consequences of
the signing a memorandum of agreement by Belvédère SA and
Angostura Holdings Limited on 4 February 2013.
This guarantee was granted for a period of 10 years as from 11
February 2013.
Advances and non-interest bearing current accounts granted
by Belvédère SA
The advances and non-interest bearing current accounts
granted by Belvédère SA displayed the following debit balances
as at 31 December 2014:
Beneficiaries
Debit balance as at
31/12/2014 in € 000
Abbaye de Talloires
Belvédère Yugoslavia
267
339
Lease agreement entered into with the Finest partnership
Belvédère SA has entered into a lease on a building at 10 Avenue Charles Jaffelin in Beaune for use as offices and its registered
office.
Rent for the 2014 financial year amounted to €27,000 excluding tax.
Aurélie TRUCY
Dominique MULLER
175
of the
G roup
176
PART 3
Additional
information
marie brizard
The Brand
Marie Brizard®, the oldest French
liqueurs house, has been bold since
its beginning in 1755 in Bordeaux.
A young female visionary, Marie
Brizard created the legendary Anisette, a secret recipe that has been
carefully guarded for 260 years. Over
the course of centuries, the house has
diversified and perfected its expertise
in designing new liqueurs and unique
flavors, such as Parfait Amour and
Fine Orange, symbols of subtlety
and French elegance. Famous for its
mastery of the blender’s art, today
Marie Brizard® is a staple in over 100
countries.
The Expertise
Marie Brizard® liqueurs benefit
from the unique expertise of its master distiller who captures nature at its
best (fruits, plants, and spices) in the
form of spirits, infusions, and juices.
The distiller blends over 400 ingredients precisely to create liqueurs
with great delicacy and a wonderfully
complex aroma. Today Marie Brizard® offers a broad aromatic palette
from over 100 flavors of liqueurs and
syrups.
In 2014, it launched several innovations, including Limoncini and
Chocolat Royal Blanc, as well as the
Briz’Art line.
P art 3. A dditional
information
177
CHAPTER 6
G E N E R A L I N F O R M AT I O N A B O U T T H E CO M PA N Y
AND ITS SHARE CAPITAL
6.1
General information about Marie Brizard Wine &
Spirits SA
6.2
Memorandum and Articles of Association
6.3
Shareholders and Voting rights
6.4
Dividend distribution
6.5Depositary
CHAPTER 7
COMBINED GENERAL MEETING 30 JUNE 2015
7.1
7.2
7.3
7.4
7.5
Board of Directors’ reports to the Combined
General meeting - 30 June 2015
Share buy-back program
Specific reports of the auditors on certain
resolutions on the agenda of the General
Meeting 30 June 2015
Draft resolutions submitted to the General
Meeting - 30 June 2015
Resolution voting results for the
Combined General Meeting held on
30 June 2015
CHAPTER 8
P E R S O N S R E S P O N S I B L E F O R T H E R E G I S T R AT I O N
DOCUMENT
8.1
8.2
8.3
8.4
Person responsible for the Registration Document
Declaration by the person responsible for the
Registration Document
Documents incorporated by reference
Documents available to the public
information
178
6
GENERAL INFORMATION ABOUT
THE COMPANY AND ITS SHARE
CAPITAL
6.1 General information
about Marie Brizard Wine &
Spirits SA
6.1.1 Name of the Company
The Company ’s name is « MARIE BRIZARD WINE &
SPIRITS ».
6.1.2 Trade and Companies Register, SIRET
and EU VAT number
The Company is registered in the Créteil Trade and
Companies Register under number 380 695 213.
The Company’s SIRET number is 38069521300047. The
APE code is 4676 Z.
The EU VAT number of the Company is FR85380695213.
6.1.3 Term of the Company
The Company was incorporated on 8 February 1991 for
a term of 99 years (i.e. until 8 February 2090), unless prematurely dissolved or extended as decided at an Extraordinary General Meeting of shareholders.
6.1.4 Registered office, legal structure
The Company’s registered office is at 19, boulevard Paul
Vaillant Couturier – 40, quai Jean Compagnon – 94200
Ivry-sur-Seine.
Headquarter phone number : 33 1 46 82 05 05
The Company has been constituted in the form of a
French public limited company (“société anonyme”) with
a Board of Directors.
6.1.5 Legislation governing the Company’s
activities, country of origin, address and
telephone number of its registered office
The Company is a French company governed by the
provisions of the French Commercial Code. Its registered
office is situated at 19, boulevard Paul Vaillant Couturier –
40, quai Jean Compagnon – 94200 Ivry-sur-Seine.
information
179
neral Meeting.
6.2 Memorandum and Articles of Association
6.2.1 Company objects (article 2)
The objects of the Company are:
- The importing and exporting of all food and industrial products and all manufactured products and manufactured items, either on its own behalf or in the capacity
of an agent;
- The acquisition by the Company of a direct or indirect interest, through contributions in kind, purchase of
or subscription to securities, shares, rights in a company,
merger, holding company or otherwise, in any company or
enterprise having a similar or connected purpose;
- And generally all commercial, industrial, investment,
real estate and financial transactions directly or indirectly
related to the company objects that could contribute to the
development of the company.
6.2.2 Board of Directors organization (articles 13 to 20)
ARTICLE 13 – BOARD OF DIRECTORS
III - Directors may be individuals or legal entities; a legal entity, at the time of its appointment as Director, must
designate a permanent representative subject to the same
conditions and obligations and having the same responsibilities as if he/she were a Director in his/her own right,
without prejudice to the joint and several liability of the
legal entity he/she represents; the term of office of the permanent representative is assigned to him/her for the term
of the legal entity he/she represents; it must be renewed
each time the legal entity’s term of office is renewed.
If the legal entity terminates the appointment of its representative, it is required to notify the Company of this
termination, without delay by registered letter, and state
the identity of its new permanent representative; the same
shall apply in case of death, resignation or prolonged incapacity of the permanent representative.
IV - If one or more Directors’ seats fall vacant between
two General Meetings as a result of death or resignation,
the Board of Directors may make one or more provisional
appointments.
Director appointments made by the Board of Directors
shall be subject to ratification by the next Ordinary General Meeting. If there is no ratification, the deliberations
and actions performed by the Board prior to the General
Meeting shall nevertheless remain valid.
I - The Company shall be managed by a Board of Directors consisting of at least three and no more than eighteen
members.
If only one or two Directors remain in office, the Director or Directors, or otherwise the Statutory Auditors,
shall immediately convene an Ordinary General Meeting
of Shareholders for the purpose of appointing additional
member(s) of the Board.
During the existence of the company, the Directors shall
be appointed or have their terms of office renewed by the
Ordinary General Meeting of shareholders.
The Director appointed to replace another shall only remain in office during the time remaining to run on his/her
predecessor’s term of office.
II - Their terms of office shall last for six years. The duties of a Director shall end at the close of the Ordinary General Meeting called to approve the financial statements
for the previous financial year held during the year in
which the said Director’s term of office expires.
V - A Director who is an individual may not belong to a
total of more than five boards of directors, save the exceptions provided for by law. The calculation must be performed taking into account, in addition, the positions of chief
executive officer, member of the Board of Directors, sole
managing director or member of the supervisory board
held by the person in question in French public limited
companies.
Directors may always be re-elected.
They may be dismissed at any time by the Ordinary General Meeting.
No one may be appointed as a Director if, being over
the age of 70, more than one third of the members of the
Board of Directors would be over that age as a result of
his/her appointment. If, when a Director reaches the age
of 70, the aforementioned proportion of one third is exceeded, the oldest Director shall be considered to have resigned immediately at the close of the next Ordinary Ge-
Save exception provided for by law, the position of permanent representative of a legal entity director or supervisory board member is included in the calculation of the
number of offices held by the said individual.
A Company employee may be appointed as a Director if
his/her contract of employment pre-dates his/her appointment and corresponds to genuine employment.
In the case of a merger or de-merger, the contract of
employment may have been entered into with one of the
merged Companies or with the de-merged Company.
However, the number of Company Directors bound to
the Company by a contract of employment shall not exceed one third of the Directors holding office.
ARTICLE 14 – DIRECTORS’ SHARES
The Directors are not required to hold any shares in the
Company.
ARTICLE 15 – BOARD OFFICERS
The Board of Directors shall appoint from among its individual members a Chairman whose term of office shall be
fixed by the Board, without this term being able to exceed
that of his/her term of office as a Director.
The Chairman of the Board of Directors shall organise
and direct the work of the Board and report thereon to the
General Meeting. He/she shall ensure that the Company’s
administrative bodies are functioning properly and, in particular, that the Directors are able to perform their duties.
No one over the age of 70 may be appointed Chairman
of the Board of Directors. Furthermore, if the incumbent
Chairman of the Board of Directors exceeds this age, he/
she shall be considered to have resigned at the close of the
next Board of Directors meeting.
If the Chairman is absent or incapacitated, for each session the Board shall appoint one of the members present
to chair the meeting.
The Board may also appoint a secretary, who need not
be a member of the Board.
ARTICLE 16 – BOARD MEETINGS
I – The Board of Directors shall meet as often as the
Company’s interests so require, when convened by the
Chairman.
Directors comprising at least one third of the members
of the Board of Directors, however, may ask the Chairman
to convene the Board of Directors for a specific agenda, if
the Board has not met for two months.
The Chief Executive Officer may also ask the Chairman
to convene the Board of Directors under a pre-determined
agenda.
The Chairman shall be bound by the requests thus submitted.
In principle, the meeting may be convened by letter sent
by ordinary post, telex, fax or e-mail. However, it may be
information
180
made verbally and immediately if all the Directors consent
thereto or are present.
The meeting shall be held either at the registered office
or at any other place indicated in the notice of the meeting.
Each notice of meeting must state the main items on the
agenda.
II – The presence of at least half of the Directors is required for the Board to be empowered to make decisions.
The decisions shall be taken by the majority of members
present or represented, each Director having one vote and
not being entitled to represent more than one of his/her
colleagues.
Under the conditions provided for by law and the regulations, the internal rules of the Board of Directors may
provide that those persons considered to be present for
the purpose of calculating the quorum and majority of
Directors attending the meeting may do so by means of
video-conference or telecommunications technology. Voting by means of video-conference or telecommunications
technology is nevertheless prohibited in the case of resolutions concerning the approval of the parent company
or consolidated financial statements and the appointment
and dismissal of the Chairman of the Board of Directors,
the Chief Executive Officer and Deputy Chief Executive
Officers.
Where the votes are equal, the Chairman shall have the
casting vote.
III – An attendance register shall be kept, to be signed
by the Directors attending the Board of Directors meeting.
The mere mention in the minutes of each meeting of the
names of the Directors present, represented or absent shall
constitute valid proof vis-à-vis third parties of the number
of Directors holding office and of their respective appointments.
IV – The deliberations of the Board of Directors shall be
recorded in minutes drawn up in accordance with the applicable statutory provisions and signed by the Chairman
of the session and one Director or, should the Chairman be
prevented from doing so, by two Directors.
Copies or extracts from these minutes may be certified
by the Chairman of the Board of Directors, a senior executive, a Director temporarily authorised to perform the
functions of the Chairman or a proxy empowered for this
purpose.
ARTICLE 17 – POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall determine the strategies
that guide the Company’s operations and shall ensure that
they are implemented. Subject to the powers specifically
attributed to General Meetings of shareholders and within
the limits of the company objects, it shall deal with any
matter involving the proper functioning of the Company
and settle any matters concerning it through its deliberations.
In relationships with third par ties, the Company is
bound even by actions performed by the Board of Directors that do not comply with the company objects, unless
it can prove that the third party knew that the action fell
outside the scope of these objects or that it could not have
been unaware thereof in view of the circumstances. However, the mere publication of the Articles of Association is
not sufficient to constitute such proof.
The Board of Directors may carry out any checks and
verifications it considers appropriate.
All Directors shall receive all of the information necessary for the performance of their assignments and may
procure communication of any documents they consider
appropriate.
The Board of Directors may delegate any powers to any
persons of its choice within the limit of those conferred by
law and under the present Articles of Association.
It may decide to create committees responsible for reviewing matters which the Board or its Chairman shall submit to them for examination and for their opinion.
The Board of Directors shall have full power to authorise the Chairman-Chief Executive Officer to assign any
sureties as security for any bonds issued or to be issued by
the Company.
ARTICLE 18 – SENIOR MANAGEMENT – DELEGATION OF POWERS
information
181
The Chief Executive Officer ’s term of office shall be
fixed by the Board of Directors, subject to the Board’s right
to dismiss him/her from office and the Chief Executive Officer’s right to step down before the end of his/her term of
office.
A Chief Executive Officer’s term of office may not exceed that of his/her term of office as a Director.
No one may simultaneously hold more than one post of
Chief Executive Officer of a «société anonyme» whose registered office is in French territory, except in specific cases
provided for by law.
No one over the age of 70 may be appointed Chief Executive Officer. Furthermore, if the incumbent Chief Executive Officer exceeds this age, he/she shall be deemed to
have resigned automatically at the close of the next meeting of the Board of Directors.
The Chief Executive Officer shall represent the Company in its relationships with third parties and shall be
vested with the widest powers, subject to the limits of the
company objects and the powers specifically attributed by
law to the General Meeting.
In his/her relationships with third parties, the Chief
Executive Officer shall be able to commit the Company
even through actions that fall outside the scope of the company objects, unless it can be proven that the third party
was aware that the action exceeded these objects or that
he/she could not have been unaware thereof in view of
the circumstances. However, the mere publication of the
Articles of Association is not sufficient to constitute such
proof.
The Chief Executive Officer shall have the option to partially delegate powers to as many persons as he/she sees fit.
I – The senior management of the Company is assumed,
under his/her responsibility, by the Chairman of the Board
of Directors or by another individual, who may or may not
be a Director, appointed by the Board of Directors and
bearing the title of Chief Executive Officer.
In the event of the death or temporary incapacitation
of the Chief Executive Officer, the Board of Directors may
delegate the duties of Chief Executive Officer to a Director or to the Chairman. In the case of incapacitation, this
delegation of powers shall be of limited duration and shall
be renewable. In the case of death, it shall last until the
election of a new Chief Executive Officer.
The Board of Directors shall choose between the two
senior management options referred to in the previous paragraph and, where applicable, shall appoint a Chief Executive Officer.
The Chief Executive Officer may be dismissed at any
time by the Board of Directors.
The shareholders and third parties shall be informed of
this choice under the conditions provided for by law and
the regulations.
II – At the proposal of the Chief Executive Officer, the
Board of Directors may appoint Deputy Chief Executive
Officers, who must be individuals, chosen from among the
Directors or outside of their number, up to a limit of five
Deputy Chief Executive Officers.
If senior management is assumed by the Chairman of
the Board of Directors, all of the following provisions relating to the Chief Executive Officer shall apply to him/her.
Deputy Chief Executive Officers may be dismissed at
any time by the Board of Directors, at the proposal of the
Chief Executive Officer; in case of the latter’s death, resi-
gnation or dismissal, they shall retain their functions and
responsibilities until the appointment of a new Chief Executive Officer, unless the Board decides to the contrary.
The extent and term of the powers granted to the Deputy Chief Executive Officers shall be determined by the
Board of Directors with the agreement of the Chief Executive Officer.
Where a Deputy Chief Executive Officer is also a Director, the term of office as Deputy Chief Executive Officer
may not exceed the term of office as Director.
Deputy Chief Executive Officers shall have the same
powers, in relation to third parties, as the Chief Executive
Officer.
No one over the age of 70 may be appointed Deputy
Chief Executive Officer. Furthermore, if an incumbent Deputy Chief Executive Officer exceeds this age, he/she shall
be deemed to have resigned automatically at the close of
the next meeting of the Board of Directors.
ARTICLE 19 – REMUNERATION OF THE DIRECTORS, CHAIRMAN, CHIEF EXECUTIVE OFFICER,
DEPUTY CHIEF EXECUTIVE OFFICERS AND
BOARD DELEGATES
I – The Ordinary General Meeting may allocate to the
Directors an attendance fee, the amount of which shall be
included in the Company’s overheads and shall remain applicable until a decision to the contrary has been taken by
the General Meeting.
The Board of Directors shall allocate this fee between its
members as it sees fit.
II – The remuneration paid to the Chairman of the
Board of Directors, the Chief Executive Officer and the
Deputy Chief Executive Officers shall be determined by
the Board of Directors.
It may be fixed or proportional or both fixed and proportional.
III – The Board of Directors may grant exceptional payments for assignments or mandates assigned to Directors.
In such a case, this remuneration shall be accounted for as
operating expenditure and shall be subject to the approval
of the Ordinary General Meeting.
No remuneration, whether permanent or otherwise,
other than that which is provided for, may be allocated to
the Directors, unless they are bound to the Company by
a contract of employment under the conditions permitted
by law.
information
182
ARTICLE 20 – AGREEMENTS BETWEEN THE
COMPANY AND A DIRECTOR, CHIEF EXECUTIVE OFFICER OR DEPUTY CHIEF EXECUTIVE
OFFICER
1 – Any agreement made directly or indirectly between
the Company and:
- its Chief Executive Officer, any of its Deputy Chief
Executive Officers or any of its Directors,
- any of its shareholders holding more than 10% of the
voting rights,
- a company controlling a shareholder company holding
more than 10% of the voting rights,
shall constitute a regulated agreement subject to prior
authorisation by the Board of Directors if it does not correspond to a normal transaction entered into on arm’s length terms. The Chief Executive Officer, Deputy Chief Executive Officer, Director or shareholder in question shall be
required to inform the Board as soon as he/she is aware of
an agreement requiring authorisation.
Such a person may not take part in the voting concerning the authorisation requested. These agreements shall
be subject to the approval of the General Meeting under
conditions laid down by the law.
This shall also be the case when one of the aforementioned persons has an indirect interest in the agreement
and when an agreement is entered into between the
Company and a company of which any such person is
the owner, a partner with unlimited liability, Manager,
Chief Executive Officer, Deputy Chief Executive Officer,
Member of the Board of Directors, Director or Member of
the Supervisory Board or exercises a general management
role within the company in question.
2 – Any agreement falling within the field of application
of regulated agreements as defined above, but concerning
a normal transaction entered into on arm’s length terms,
must be communicated by the party concerned to the
Chairman of the Board of Directors, unless the agreement
is not material for any of the parties in terms of its purpose
or financial implications. The Chairman of the Board of
Directors shall then transmit the list of these agreements
and the purpose thereof to the Board of Directors, the Statutory Auditors and any shareholder so requesting.
3 – Members of the Board of Directors other than legal
entities are not permitted to take out loans from the Company, in any form whatsoever, or to have the Company
grant them a current account or other overdraft or offer a
guarantee or endorsement to cover their commitments to
third parties.
The same prohibition applies to the Chief Executive
Officer, Deputy Chief Executive Officers and the permanent representatives of legal entities that are Directors. It
also applies to spouses, ascendants or descendants of those
persons covered by the present article as well as any intermediary.
6.2.3 General Meetings (articles 22 to 29)
ARTICLE 22 - GENERAL MEETINGS
Collective decisions of shareholders are made during
general meetings, which are classified as ordinary, extraordinary or special, depending on the nature of the decisions
they are required to take.
Special General Meetings are attended by the shareholders of a predetermined share category to rule on any
change to the rights attached to shares in that category.
These meetings are convened and pass resolutions under
the same conditions as for Extraordinary General Mee tings.
Any duly constituted General Meeting shall represent
the entire shareholding body.
The deliberations of the General Meetings shall be binding upon all shareholders, even if absent, dissenting or
incapacitated.
ARTICLE 23 - NOTICE AND VENUE OF GENERAL
MEETINGS
Shareholders’ General Meetings are convened and pass
resolutions under conditions laid down in law. The meetings shall be held at the registered office or elsewhere as
specified in the notice convening the meeting.
ARTICLE 24 - AGENDA
I - The agenda for General Meetings shall be prepared
by the person convening the meeting.
II - One or more shareholders, representing at least the
proportion of share capital prescribed by law and acting in
accordance with statutory conditions and time limits, may
request, by registered letter with acknowledgement of receipt, the inclusion of draft resolutions in the agenda for
the General Meeting.
III - The General Meeting may not vote on an issue that
has not been placed on the agenda, nor may the agenda
be changed if there is a second notice of meeting. It may,
however, in all circumstances, dismiss one or more Directors and replace them.
information
183
ARTICLE 25 – ADMISSION TO GENERAL MEETINGS – PROXY
Every shareholder shall have the right, upon proving
his/her identity, to participate in General Meetings regardless of the number of shares that he/she holds, by attending in person, by returning a postal ballot form or by
appointing a proxy, provided that:
- for registered shareholders, their shares are registered
in the name of the shareholder or their registered intermediary, pursuant to Article L 228-1(7) of the French Commercial Code, in the Company’s share register;
- for holders of bearer shares, their shares are registered in the name of the shareholder or their registered intermediary, pursuant to Article L 228-1(7) of the French
Commercial Code, in the bearer share accounts held by the
duly appointed intermediary,
on the second business day prior to the General Meeting at midnight, Paris time.
ARTICLE 26 – ATTENDANCE SHEET - OFFICERS
- MINUTES
I - At each General Meeting there shall be an attendance
sheet containing the information required by law.
This attendance sheet, duly signed by the shareholders
present and the proxies, with all proxy forms and postal
ballot forms attached thereto, shall be certified as accurate
by the officers of the General Meeting.
II - General Meetings are chaired by the Chairman of
the Board of Directors or, in his absence, by a Deputy
Chairman or a Director specially appointed for this purpose by the Board.
If the General Meeting is convened by the Statutory Auditor or Auditors, it shall be chaired by one of them.
In all cases, where no one is entitled or appointed to
chair the General Meeting, it shall elect its own Chairman.
The duties of teller shall be performed by two shareholders present who agree to do so and who, either on their
own account or as proxies, possess the largest number of
votes.
The officers thus appointed shall appoint a secretary,
who need not be a shareholder.
The officers shall perform the tasks of checking, certifying and signing the attendance sheet, ensuring that the
discussions are held properly, dealing with any incidents
occurring during the session, checking the ballots, ensuring that they are compliant and ensuring that the minutes
are drawn up.
III - The minutes shall be drawn up and copies or extracts of the deliberations shall be issued and certified in
accordance with the law.
ARTICLE 27 - QUORUM – VOTING – NUMBER OF
VOTES
I - In Ordinary and Extraordinary General Meetings,
the quorum shall be calculated on the basis of all of the
shares comprising the share capital and, in the Special General Meetings, all of the shares in the category in question, less shares to which no voting rights are attached according to the provisions of the law.
In the case of postal voting, in calculating the quorum
consideration may only be given to ballots received by the
Company before the meeting of the General Meeting, under the conditions and deadlines fixed by decree.
II - The voting rights attached to shares are proportional
to the share capital that they represent. Where all shares
have the same par value, each equity share or dividend
share shall carry entitlement to one vote.
Any owner of shares that are paid up in full, who can
prove registration in his/her name for the previous four
(4) years at least, shall enjoy double voting rights as provided for by law. Furthermore, should there be an increase
in the capital through the capitalisation of reserves, profits
or additional paid-in capital, double voting rights shall be
conferred, as of issuance, on bonus registered shares allocated to a shareholder in respect of their existing double
voting shares.
Any share converted into a bearer share or where the
ownership is transferred will for feit the double voting
right.
Transfer through succession, liquidation of communal
property between spouses or inter vivos gift to a spouse
or relative entitled to inherit an estate shall not cause the
acquired right to be forfeited and shall not interrupt the
four-year period provided for under this article.
III – If the shares have been pledged, the voting right
shall be exercised by the owner of the securities.
The issuing company may not vote using shares it has
subscribed to, acquired or accepted as security and these
shares are not taken into account in calculating the quorum.
IV - The voting and balloting shall take place by show
of hands, by “sitting and standing” or by roll call, in accordance with the decision of the officers of the General
Meeting.
information
184
ARTICLE 28 - ORDINARY GENERAL MEETINGS
I - The Ordinary General Meeting shall be convened to
pass any resolutions that do not involve amendments to
the Articles of Association. They are held at least once a
year, according to the statutory and regulatory deadlines in
force, to approve the financial statements for the previous
financial year.
The Ordinar y General Meeting may validly pass re solutions, when convened for the first time, only if the
shareholders present, represented or voting by postal vote
hold at least one-fifth of the shares to which voting rights
are attached. If convened for the second time, no quorum
is required. The meeting shall pass resolutions by a majority of the votes of the shareholders present or represented,
including shareholders voting by post.
ARTICLE 29 - EXTRAORDINARY GENERAL MEETINGS
I – Only the Extraordinary General Meeting shall be
entitled to amend the Articles of Association in all the provisions thereof. It may not increase the shareholders’ commitments, except in the case of transactions resulting from
an exchange of shares or reverse share split duly decided
upon and executed.
II – Extraordinary General Meetings may only pass resolutions if the shareholders present, represented or voting
by post hold, when the meeting is convened for the first
time, one quarter and, when convened for the second time,
one fifth of the voting shares. If the latter quorum is not
obtained, the second General Meeting may be postponed
to a date no later than two months following the date on
which it was convened.
It shall rule by a two-thirds majority of the votes of the
shareholders present or represented, including shareholders voting by post.
III – By way of statutory exemption to the foregoing, a
General Meeting that decides to increase the capital by capitalisation of reserves, profits or additional paid-in capital
may so approve as long as it is quorate and has the majority applicable to the Ordinary General Meeting.
Fur thermore, in an Extraordinar y General Meeting
convened to vote on the approval of a contribution in kind
or the granting of a special benefit, the contributor or the
beneficiary whose shares do not carry voting rights shall
not be entitled to vote, either on his/her own behalf or as a
proxy, and each of the other shareholders shall have a number of votes equal to the shares he/she owns without this
number exceeding ten; a shareholder’s proxy shall have the
votes he/she holds under the same conditions and up to
the same limit.
In the case of contributions in kind or grants of spe-
cial benefits, one or more Statutory Auditors shall be appointed by the courts at the request of any interested party.
IV - If several categories of shares exist, no change may
be made to the rights attached to shares in any of these
categories, without a due vote at an Extraordinary General
Meeting open to all shareholders and, furthermore, without a vote that is also compliant in a General Meeting
open only to the holders of shares in the category in question.
6.2.4 Rights, privileges and restrictions attached to shares (articles 8 to 12)
ARTICLE 8 – PAYMENT FOR SHARES
information
185
Any individuals or legal entities that come to hold an
interest of at least 2.5% in the Company’s share capital or
voting rights, or a multiple of that percentage, either directly or indirectly, on a stand-alone basis or in concert, immediately or in the future, pursuant to an agreement or to a
financial instrument listed in Article L. 211-1 of the French
Monetary and Financial Code, and under the conditions
referred to in Paragraphs 4 and 4bis of Article L. 233-9 of
the French Commercial Code, must inform the Company
thereof within five (5) trading days via a registered letter
with acknowledgement of receipt sent to the registered office.
The aforementioned disclosure requirements shall also
apply each time an individual’s or legal entity’s share of the
capital or voting rights falls below the 2.5% threshold or
any multiple thereof.
New shares for cash to increase the share capital must
be paid up in accordance with the procedure established
by the Extraordinary General Meeting and in an amount
not less than one quarter of their par value at the time of
subscription plus, where applicable, the full issue pre mium.
If the required disclosure is not made under the aforementioned conditions, the shares or voting rights that exceed the proportion that should have been disclosed shall
be deprived of voting rights under the conditions provided
for by law.
The balance must be paid up in one or several instalments as called by the Board of Directors, within five years
from the date on which the capital increase was finalised.
The above provisions shall apply without prejudice to
statutory provisions regarding threshold crossing disclosures and penalties.
Calls for contributions shall be communicated to
subscribers at least fifteen days before the date fixed for
each payment, by registered letter with acknowledgement
of receipt sent to each shareholder, or through a notice in
an official gazette published at the location of the registered office.
Any delay in the payment of unpaid amounts due on the
shares shall automatically be subject to interest at the statutory rate, without the need to carry out any formal procedures, applicable from the due date, without prejudice to
any action the Company may take against the defaulting
shareholder and implementation measures provided for by
law.
ARTICLE 9 – FORM OF SHARES – IDENTIFIABLE
BEARER SHARES – SIGNIFICANT EQUITY INTERESTS
Fully paid-up ordinary shares may be either registered
shares or bearer shares. Restricted voting shares may only
be registered shares and shall be recorded in a directly registered or administered registered share account.
They shall be registered in the account under the conditions and according to the procedures prescribed by law.
The Company shall be entitled at any time to apply the
statutory provisions concerning identification of the holders of securities that confer immediate or future voting
rights in shareholders’ General Meetings.
ARTICLE 10 - ASSIGNMENT AND TRANSFER OF
SHARES
Share ownership shall ensue from the registration of the
shares in the name of the owners under the conditions stipulated by current regulations.
Restricted voting shares shall be registered in a directly
registered or administered registered share account.
Shares are freely tradable, unless otherwise provided
for by the statutory or regulatory provisions. Assignments
or transfers of shares shall be performed in respect of the
Company and third parties through a bank wire transfer
under the conditions provided for in the current regulations.
ARTICLE 11 – RIGHTS AND OBLIGATIONS ATTACHED TO SHARES – CONVERSION OF RESTRICTED VOTING SHARES
I - Each share shall entitle the holder to a share of the
Company’s profits and assets equivalent to the proportion
of share capital that it represents.
Furthermore, each share entitles the holder to vote and
be represented at General Meetings pursuant to statutory
provisions and the Articles of Association.
II - Shareholders’ liability is limited to the par value of
the shares they own. Over and above this amount, any re-
quest for funds is prohibited.
The rights and obligations shall remain attached to the
share regardless of the owner thereof.
Ownership of a share automatically entails adherence
to the Company’s Articles of Association and resolutions
passed by the General Meeting.
III - The heirs, creditors, assigns or other representatives
of a shareholder shall not be entitled to request seizure of
the Company’s assets or securities or ask for them to be
shared out or sold by auction, nor may they interfere in
administrative acts related to the Company; in order to
exercise their rights, they must refer to the company inventories and the resolutions of the General Meeting.
IV - Whenever ownership of a specific number of shares
is required in order to exercise a right of any kind, in the
event of an exchange, reverse share split or allocation of securities, capital increase or reduction, merger or any other
transaction, shareholders owning a number of shares less
than the required number may only exercise such rights
on condition that they personally undertake to obtain the
number of shares required.
V - Unless prohibited by statutory provisions, all of the
shares shall be liable as a whole for any tax exemptions or
charges, as well as for any taxation that may be payable
by the Company, before proceeding to any distribution or
repayment, during the term of the Company’s existence or
upon its liquidation, in such a manner that, in view of their
par value and dividend rights, all shares in the same category shall receive the same net amount.
VI – Hereinafter:
«Related Person» shall mean
(i)
in respect of a Holder who is an individual, his/
her spouse, civil partner, direct ascendants, direct adult
descendants and the family holding company in which he/
she holds a majority equity interest and is managing director/chief executive and in which the remaining equity
is held by the spouse, civil partner, direct ascendants or
direct adult descendants;
(ii) in respect of a Holder that is a legal entity:
(x) any person or entity that directly or indirectly
controls or is controlled by this Holder or is controlled by
any entity controlling said Holder, it being understood
that the notion of control assumes the meaning adopted in
Article L.233-3 I and II of the French Commercial Code; or
(y) any joint holder of investment securities under French law (or equivalent under foreign law, e.g. a
partnership), which (a) controls or manages said Holder,
or (b) is controlled or managed by said Holder, or (c) is
controlled or managed by a third party who also controls
or manages said Holder, or (d) is controlled or managed
by any joint holder of investment securities mentioned in
(a), (b) and (c) above, it being specified that the notion of
control assumes the meaning adopted in Article L.233-3 I
information
186
and II of the French Commercial Code.
«Competent Antitrust Authority» shall mean any national or European antitrust authority with jurisdiction over
the transaction in question;
«Holder» shall mean, at any given time, the owner of
restricted voting shares or a person entitled to subscribe
for or to be allocated restricted voting shares;
«Transfer» shall mean (i) any voluntary or compulsory transaction for consideration or free of charge (including when such transaction takes place by way of public
adjudication or court ruling) that involves the immediate
or subsequent transfer of the full ownership of restricted
voting shares or any rights derived from restricted voting
shares, including any voting right or dividend entitlement,
regardless of the legal form of such transaction, notably
by way of sale, donation, inheritance, sharing, division of
ownership rights, payment in kind, exchange, contribution, partial asset contribution, merger, de-merger, distribution in kind, sale with right of repurchase, transfer in
trust (or other similar transactions), pledge, security loan
or consumer loan, or (ii) any transfer of any preferential
right to subscribe for or to be allocated restricted voting
shares.
VI.1 Restricted voting shares have the same rights as
ordinary shares but are deprived of voting rights for resolutions submitted to Ordinary General Meetings relating to
the appointment, reappointment or dismissal of members
of the Company’s Board of Directors, or any resolution ratifying the Board of Directors’ co-opting of a director.
VI.2 A Holder ’s restr ic ted voting shares shall be
converted into ordinary shares solely under the following
circumstances:
(i)
on request from the Holder, provided that, following conversion of restricted voting shares into ordinary
shares, the equity interest of the Holder, his/her Related
Persons or any person acting in concert (as defined under
Article L.233-10 of the French Commercial Code) with the
Holder or Related Persons does not exceed in total 19.9%
of the Company’s voting rights on ordinary shares, provided that one or more of the following conditions are met:
(a) at any time, subject to express prior approval from
the Company’s Board of Directors passed by a majority of
present and represented Board members as specified in the
Company’s Articles of Association;
(b) at any time, should said Holder transfer to any
person other than said Holder or one of his/her Related
Holder or one of his/her Related Persons, provided said
Holder has transmitted to the Company ’s Board of Directors (a) any document confirming completion of the
Transfer and (b) a statement confirming that the recipient
of the Transfer is not said Holder or one of his/her Related
Holder or one of his/her Related Persons;
(c) during the first fifteen (15) calendar days of each
quarter of a calendar year, if, during the previous quarter,
said Holder has notified the Company’s Board of Direc-
tors in writing of one or more requests to convert restricted
voting shares into ordinary shares, and on express condition that said Holder, by the last day of the previous quarter, has given the Company’s Board of Directors written
confirmation a) certifying that the total ordinary share voting rights in the Company belonging to the Holder and
all his/her Related Persons will not exceed 19.9% of the
Company’s total voting rights following completion of all
requested conversions in respect of said quarter and (b)
providing for a commitment from said Holder that he/she,
acting alone or with his/her Related Persons, will not increase his/her share of ordinary share voting rights above
the threshold of 19.9% of the Company’s voting rights until the Board of Directors meeting called to approve the
planned conversion within fifteen (15) days after the end of
the quarter in question;
(d) within ten (10) calendar days prior to every Company Ordinary or Extraordinary General Meeting, in the
event that, by the 10th day preceding the General Meeting
date as stated in the notice of the General Meeting published in the Bulletin d’Annonces Légales Obligatoires, said
Holder has submitted a conversion request to the Company’s Board of Directors together with written confirmation a) certifying that the total ordinary share voting rights
in the Company belonging to the Holder and all his/her
Related Persons will not exceed 19.9% of the Company’s
total voting rights following completion of the requested
conversion and (b) providing for a commitment from said
Holder that he/she, acting alone or with his/her Related
Persons, will not increase his/her share of the voting rights
above the threshold of 19.9% of the Company’s voting
rights until the Board of Directors meeting called to approve the planned conversion within ten (10) days preceding the date of the General Meeting in question;
(ii) On request from the Holder, in the event that, following conversion of restricted voting shares into ordinary
shares, the equity interest of the Holder, his/her Related
Article L.233-10 of the French Commercial Code) with
the Holder or his/her Related Persons, exceeds 19.9% of
the voting rights on ordinary shares, provided that one or
more of the following conditions are met:
(a) at any time, subject to express prior approval from
the Company’s Board of Directors passed by a majority of
present and represented Board members as specified in the
Company’s Articles of Association; or
(b) on presentation of a written document from any
Competent Antitrust Authority confirming that there are
no reasons to carry out a review of competition following
the increase in the Holder’s and all his/her Related Persons’ equity interest and ordinary share voting rights in the
Company above 19.9% of the Company’s voting rights, or
giving tacit or express unreserved approval for the Holder
and all his/her Related Persons to increase their share of
the ordinary share voting rights above 19.9% of the Company’s voting rights; or
(c) on presentation of a written document from any
Competent Antitrust Authority giving tacit or express approval or non-rejection for the Holder and all his/her Re-
information
187
lated Persons to increase their share of the ordinary share
voting rights above 19.9% of the Company’s voting rights,
subject to the Holder and his/her Related Persons meeting
their commitments, said commitments not affecting the
Company or its subsidiaries and not requiring them to take
particular steps other than communicating the information
requested by the Competent Antitrust Authority. In the latter case, the Holder’s conversion request shall include all
documents that the Company’s Board of Directors deems
to be appropriate (approval thereof cannot be refused without good reason), establishing that any and all commitments required by the Competent Antitrust Authority have
been satisfied.
Under the scenario defined in paragraph (i)(a) above,
the Board of Directors shall meet promptly following receipt of the conversion request in order to approve or refuse said request. In the event of approval, the Board of Directors shall note the conversion of restricted voting shares
into ordinary shares and shall immediately carry out the
formalities to amend the Articles of Association and render
the new ordinary shares arising on conversion of restricted
voting shares fungible with existing ordinary shares in all
respects, including admittance for trading on all stock exchanges where the ordinary shares are listed.
Under the scenario defined in paragraph (i)(b) above,
the Board of Directors shall meet promptly, no later than
ten (10) calendar days (reduced to five (5) calendar days
in the event of a conversion request following the Transfer of a preferential subscription or allocation entitlement
to restricted voting shares) following receipt of the Holder’s conversion request together with the documents mentioned in paragraph (ii) above, in order to automatically
record the conversion of the restricted voting shares (and/
or conversion of the rights mentioned in paragraph I.3 below) into ordinary shares and to carry out the formalities
for amending the Articles of Association and admitting the
new ordinary shares resulting from the conversion of the
restricted voting shares for trading on all stock exchanges
where Company ordinary shares are listed.
Under the scenarios defined in paragraphs (i)(c) and (i)
(d) above, and if the prescribed conditions are met, the
Board of Directors shall meet within the deadlines stated
under said paragraphs (i)(c) and (i)(d) in order to automatically record the conversion of restricted voting shares into
ordinary shares and shall promptly carry out the formalities for amending the Articles of Association and admitting the new ordinary shares resulting from conversion of
restricted voting shares for trading on all stock exchanges
where Company ordinary shares are listed.
Under the scenario defined in paragraph (ii) above, if
the prescribed conditions are met, the Board of Directors
shall meet within ten (10) calendar days following the
conversion request in order to approve or refuse said request. During this ten-day period, the Holder or Related
Person in question shall provide the Board of Directors
with all information that may reasonably be requested to
enable the Board to verify that the prescribed conditions
have been met.
Under the scenario defined in paragraph (ii) above and
in the event that, during this ten (10) calendar day period,
on request from the Company’s Board of Directors, an internationally reputed legal firm were to issue an opinion
stating unambiguously that the Holder should have obtained approval from a different Competent Antitrust Authority from the one to which the matter was referred, the
Board of Directors shall be entitled to refuse conversion
of the restricted voting shares into ordinary shares. Under
these circumstances, the Board of Directors shall promptly
communicate to the Holder the legal opinion underlying
its decision, together with written details of the additional
steps it requires the Holder to take with other Competent
Antitrust Authorities. In the event of disagreement regarding the additional steps to be taken, the Holder and a
representative duly appointed by the Company’s Board
of Directors shall meet within ten (10) calendar days following the Holder’s receipt of the conversion refusal notice
sent by the Board of Directors, in order to discuss in good
faith how to accomplish the planned steps so as to allow
the timely conversion of the Holder’s restricted voting
shares into ordinary shares.
On the other hand, the Holder shall be entitled, in any
event, at any time and merely by notifying the Company, to
convert all or some of his/her ordinary shares into restricted voting shares, in particular if the number of non-voting
Company shares should be increased in such a proportion
as to cause the share of Company ordinary share voting
rights belonging to the Holder, one of his/her Related Persons or persons acting in concert with said Holder or one
of his/her Related Persons to exceed the 19.9% threshold
of the Company’s voting rights.
VI.3 The rules referred to in paragraph I.2 above relating to the conversion of restricted voting shares apply to
share warrants, allocation rights or preferential subscription rights to restricted voting shares.
VI.4 The conversion rules referred to herein do not under any circumstances apply to restricted voting shares that
have undergone a division of ownership rights.
VI.5 If the restric ted voting shares are conver ted
into ordinary shares, the four (4) year period stipulated
in Article 27 of the Articles of Association runs from the
subscription date of the restricted voting shares. Conversion of restricted voting shares into ordinary shares shall
not interrupt this period and double voting rights will apply as from expiry of the four (4) year period beginning on
the date of recording the restricted voting shares as registered shares, provided that the holder of the newly created
ordinary shares maintains said ordinary shares as registered shares until expiry of the aforementioned four (4) year
period. Should double voting rights already be granted
to restricted voting shares under the foregoing terms, the
double voting rights will continue to apply to the ordinary
shares resulting from the conversion.
In the event that restricted voting shares are granted
double voting rights in accordance with Article 27 of the
Articles of Association, the double voting rights can only
give rise to the voting rights described in paragraph I.1
above.
VI.6 Conversion of one (1) restricted voting share
information
188
entitles the holder to one (1) Company ordinary share.
Conversion of one (1) ordinary action entitles the holder
to one (1) restricted voting share.
VI.7 The reports of the Board of Directors and the
Statutory Auditors prepared in accordance with Article R.
228-18 of the French Commercial Code at the time when
the Board of Directors records the conversion of restricted voting shares into ordinary shares or vice-versa will be
made available to shareholders within fifteen days from
said Board meeting and brought to their attention at the
next General Meeting.
ARTICLE 12 – INDIVISIBILITY OF SHARES – LEGAL AND BENEFICIAL OWNERSHIP
I - Shares are indivisible vis-à-vis the Company.
Joint owners of shares shall be required to be represented vis-à-vis the Company by a single representative
from among them, to be considered as the sole owner or
sole proxy. If the joint owners fail to agree on a representative, the sole proxy may be appointed by the courts at the
request of the first joint owner to submit such a request.
II - Unless the Company has been notified of an agreement to the contrary, the beneficiaries of shares shall validly represent the legal owners in respect of the Company.
The voting rights shall accrue to the legal owner at Extraordinary General Meetings.
6.2.5 Conditions to organize changes to the
share capital (article 7)
ARTICLE 7 – CHANGES TO THE SHARE CAPITAL
I - The share capital may be increased in all ways and by
all means authorised by the law.
Solely the Extraordinary General Meeting is authorised
to pass a resolution to increase the share capital, based on
a report from the Board of Directors containing the disclosures required by law.
In accordance with the law, shareholders have a preferential right to subscribe for shares in cash issued as part
of a capital increase in proportion to the number of shares
they hold. They may individually waive this right. They
also have a right to subscribe for excess shares if expressly
authorised by a General Meeting resolution.
Unless otherwise agreed, entitlement to new shares following capitalisation of reserves, profits or additional paidin capital belongs to the legal owner, subject to the rights
of the beneficiary.
II - Extraordinary General Meetings may also authorise
or resolve on a reduction in the share capital for any reasons and by any means, subject to any creditors’ rights.
Under no circumstances, however, may a share capital reduction infringe shareholder equality.
A share capital reduction, irrespective of the reason,
whereby the share capital falls below the statutory minimum may only be decided if a condition precedent is established providing for a capital increase aimed at restoring the amount of share capital to at least the statutory
minimum, unless the Company adopts a different legal
form that does not require the share capital to exceed the
amount of share capital following the reduction.
Otherwise, any interested party may apply to the courts
to have the Company wound up. The court may not order
the Company to be wound up if the amount of share capital has been restored to the statutory minimum by the day
on which the court rules on the merits.
Any shareholder is also required, on the same terms to
inform the Company within a period of fifteen days, when
crossing downward each threshold of 2.5% of the capital or
voting rights.
6.3 Shareholders and Voting
rights
See table below.
- Actions necessary to modify the rights of
shareholders:
It is stated that the rights of shareholders as set out in
the Articles of the Company may only be modified by an
Extraordinary General Meeting.
- Provisions that may affect control of the Company:
The Ar ticles of Association of the Company do not
contain device for delaying, deferring or preventing a
change in control.
- Disclosure thresholds:
Notwithstanding any provision to the legal disclosure
requirements, any shareholder acting alone or in concert,
coming to hold, directly or indirectly, at least 2.5% of the
capital or of the voting rights or a multiple thereof must
inform the Company within fifteen days by registered letter with acknowledgment of receipt addressed to the head
office.
and
If they have not been reported in the above conditions,
the shares or voting rights exceeding the fraction that
should have been declared are deprived of voting rights in
the legal conditions.
6.3.1 Current shareholders
6.2.6 Other informations
S hareholding S tructure
189
information
V oting R ights
as at
30
juin
6.3.2 Recent events regarding shareholding structure and voting rights to the main
shareholders
Shareholding threshold disclosure by DF Holding (18 May 2015)
rights 2.
1: Controlled by Castel family
2: Based on a capital composed of 26,486,621 shares and
26,748,958 voting rights according to alinéa 2 of Article 223-11 of
the AMF rules.
2015
Shareholders
Number of shares
% Capital
Number of
Voting rights
% of
Voting rights
Public (1)
17 786 589
67,2%
18 048 926
67,5%
Diana Holding (2)
4 585 000
17,3%
4 585 000
17,1%
DF Holding (2)
1 500 000
5,7%
1 500 000
5,6%
COFEPP (3)
1 339 000
5,1%
1 339 000
5,0%
SPC Lux (4)
1 272 611
4,8%
1 272 611
4,8%
Auto détention (5)
3 437
0,0%
-
-
TOTAL
26 486 637
100,0%
26 745 537
100,0%
(1) : At the date of publication, no shareholder, whether an individual or a corporate entity, had informed the Company of an equity interest exceeding 5 %.
(2) : Threshold exceeded and Acting in Concert - declared by letter dated 18 May 2015 and published by the AMF on 20 May 2015
(3) : Threshold exceeded - declared by letter dated 26 June 2015 and published by the AMF on 26 June 2015
(4) : Threshold downward - declared by letter dated 9 June 2015 and published by the AMF on 10 June 2015
Shareholding threshold disclosure by KKR (20
May 2015)
190
information
- That the threshold crossing is the result of Diana Holding and DF Holding acting now in concert;
- By mail received on 20 May 2015, the company“ KKR
& Co. L.P. (c/o Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, New Castle County,
USA) declared that, on 14 May 2015, it went, through the
companies of its group Echo Investments I Limited and
KKR Credit Advisors (Ireland) 1 , below the threshold of
5% of the capital and of the voting rights of the company
Belvédère and that it owned no more shares of this company.
- That it acts in concert with DF Holding regarding
Belvédère to implement a distribution policy of spirits in
Asian and African countries;
- That it does not exclude to pursue acquisitions of Belvédère shares, according to market conditions;
- That it does not exclude to take control of Belvédère
according to Article L.233-3 of the “Code du Commerce”
because it may effectively – in the long term - be in the
situation of determine “actually, through the voting rights
which it owned, the decisions in the General Meetings of
that company”;
- This threshold crossing is the result of the sale of shares
off the market.
1: Acting for Avoca Credit Opportunities Fund
- That it does not forecast, acting alone or in concert, to
cross a threshold in capital or in voting rights that would
mandate it to take over the company;
Shareholding threshold disclosure and declaration of intent - Acting in Concert: Diana Holding
and DF Holding (20 May 2015)
- That it will not ask other nomination as member of
the Board of Directors, having already confirmed it would
propose the appointment of Mr. Serge Heringer as a director by the next general meeting shareholders of Belvédère,
the latter having currently a permanent guest seat on the
Board and to the Audit Committee, without the possibility
of take part in decisions;
received on 20 May 2015, the company Diana Holding 1
declared that, on 13 Mays 2015, acting in concert with DF
Holding 2 , it went above the threshold of 20% of the capital and of the voting rights of the company Belvédère and
that it owned 6,085,000 shares of Belvédère (same amount
of voting rights) representing 22.97% of the capital and
22.75% of the voting rights 3 , splitted as follow.
- That it has no intention to set up an operation referred
to in Article 223-17 I, 6° of the general regulations of the
AMF;
On this occasion, DF Holding precised it went above
the threshold of 10%, 15% and 20% of the capital and the
voting rights of Belvédère.
- That is does not belong to agreements or instruments
mentioned in 4° et 4° bis of I of Article L. 233-9 of the
Commercial Code;
These threshold crossings are the result of Diana Holding and Df Holding acting in concert.
- That it has not concluded any agreement regarding the
reverse transactions of Belvédère shares or voting rights.»
- Regarding Article 223-14 III and IV of the general
regulations of the AMF, “Diana Holding” stated that it
owned:
- 100.000 warrants (BSA) to be exercised before 23 April
2018 and giving access to 38.461 Belvédère shares 4 to the
price of €23.82 per share.
- 6.000.000 warrants (BSA), to be exercised before 31
December 2016 and giving access to 16 165 Belvédère
- In the same mails, the following declaration of intent
was realized:
« “DF Holding” stated :
- That the threshold crossing is the result of Diana Holding and DF Holding acting now in concert;
- In the same mails, the following declaration of intent
was realized:
- That it acts in concert with Diana Holding regarding
Belvédère to implement a distribution policy of spirits in
Asian and African countries;
« “Diana Holding” stated :
S hares
split bet ween
D iana H olding
and
DF H olding / A cting
in
C oncert
Shareholders
Number of shares
% Capital
Number of
Voting rights
% of
Voting rights
Diana Holding
4 585 000
17,31%
4 585 000
17,14%
DF Holding
1 500 000
5,66%
1 500 000
5,61%
TOTAL
6 085 000
22,97%
6 085 000
22,75%
- That it will not pursue acquisitions of Belvédère shares;
- That it will request a seat on Belvédère’s Board of Directors to be represented.»
1: Limited liability company governed by Moroccan Law,
controlled by Zniber Family (“Domaine Zniber, Ait Harzallah,
Province d’El Hajeb, Wilaya de Meknes Tafilalet, Maroc”)
2: Limited liability company governed by Luxembourg Law,
controlled by Castel Family (34-38 avenue de la Liberté, L-1930
Luxembourg, Grand Duché du Luxembourg)
the AMF rules.
4: 0,384615383497979 Belvédère new share for 1 BSA exerciced.
5: 0,027608894 Belvédère new share for 1 BSA exerciced. It is
specified that the action will be rounded to the nearest whole number and the broken will be compensated.
Shareholding threshold disclosure by SPC Lux
(10 June 2015)
- By mail received on 9 June 2015, the limited liab i l i t y c o m p a ny g o ve r n e d b y Lu xe m b o u r g L a w S P C
Lux 1 (2-4 rue Eugène Rupper t, L-2453 Luxembourg,
Grand-Duché de Luxembourg) declared that, on 3 June
2015, it went below the threshold of 5% of the capital and
of the voting rights of the company Belvédère and that it
owned 1,272,611 shares of Belvédère (same amount of voting rights) representing 4.80% of the capital and 4.76% of
the voting rights 2.
- This threshold crossing is the result of the sale of shares
on the market.
1: Controlled by Sound Point Beacon Fund LP
the AMF rules.
Shareholding threshold disclosure by COFEPP
(26 June 2015)
- By mail received on 26 June 2015, the company Compagnie Financière Européenne de Prise de Participation 1
(COFEPP) (85 rue de l’Hérault, 94220 Charenton-le-Pont)
declared that, on 23 June 2015, it went above the threshold
of 5% of the capital and of the voting rights of the company Belvédère and that it owned 1,339,000 shares of Belvédère (same amount of voting rights) representing 5.06%
of the capital and 5.01% of the voting rights 2.
- These threshold crossings are the result of the acquisitions of shares on the market.
1: Controlled by Mr. and Mrs. Jean-Pierre Cayard and their
childrens.
information
191
the AMF rules.
6.3.3 Control of the Company and measures
taken to ensure that it is not exercised abusively
According to the European Regulation under the said
Directive «Prospectus» (EC Regulation No 809/2004 of
the European Commission of 29 April 2004), the Company
has ensured that the control of the Company is not exercised in a manner abuse by the adoption of corporate governance measures.
This control is provided in Marie Brizard Wine & Spirits
by different governing bodies.
To date, no agreement between the Group companies
and companies owned by a majority shareholder has been
entered.
Regulated agreements are identified in the report of the
Statutory Auditors on regulated agreements.
The Group has, to date, no knowledge of potential
conflicts of interest between the duties to the issuer of any
of the corporate officers and their private interests and / or
other duties.
6.3.4 Change of control
As at the date of the Registration Document, there was
no agreement liable to result in a change of control.
6.3.5 Shareholders identification
An investigation leaded by Orient Capital on identifiable bearer shares («TPI» process) on the 20 May 2015
identified a total of 26,241,899 shares, representing 99.09%
of the shares comprising the capital of the Company.
These shares are owned as to 37.0% of the capital by institutional investors, up to 40.0% by individual shareholders
and up to 23.0% by strategic shareholders (DF Diana Holding and Holding).
6.4 Dividend distribution
6.4.1 Reminder regarding Articles of Association
Regarding distribution of net earnings, paragraph 33
within the Articles of Association says: « The income sta-
tement, which summarises the year’s income and expenses,
shows the profit for the year consisting of the difference
between the aforementioned items less charges for depreciation, amortisation and provisions.
At least 5% of the profit for the year less previous losses
where applicable is deducted from the profit in order to
form the statutory reserve. This deduction is no longer required when the reserve reaches an amount equal to one
tenth of the share capital; it shall be re-introduced when,
for any reason whatsoever, the statutory reserve falls below
the aforementioned threshold.
Distributable profit consists of the profit for the year
less previous losses and amounts transferred to reserves,
pursuant to the law and the Articles of Association, plus
retained earnings brought forward.
This profit is distributed among the shareholders in proportion to the number of shares held by each one.
Notwithstanding, after deduction of the amounts transferred to reserves, the General Meeting may deduct any
amounts it deems appropriate in order to allocate them to
any optional, ordinary or extraordinary reserve or to retained earnings carried forward.
By preference, dividends are deducted from the profit
for the year. Furthermore, the General Meeting may resolve to distribute available amounts taken from reserves,
provided that it expressly specifies the reserve accounts
from which such amounts are taken.
Except in the case of a capital reduction, no distribution may be made to the shareholders when the amount of
shareholders’ equity, either before or after such distribution, falls or would fall below the amount of share capital
plus reserves which the Company is prohibited by law or
by the Articles of Association from distributing. The revaluation surplus is not available for distribution. It may be
partly or fully incorporated into the share capital. »
Regarding the possible payment of interim dividends,
paragraph 34 within the Articles of Association says:
192
information
tutory Auditors shows that, since the end of the previous
financial year, after setting aside the necessary amounts for
depreciation, amortisation and provisions, after deducting
any previous losses and after transferring to reserves any
amounts required by law or by the Articles of Association, the Company has made a profit, interim dividends
may be distributed before the financial statements for the
year have been approved. The amount of these interim dividends shall not exceed the amount of profit determined
in this manner.
No reimbursement of the dividend may be requested
from the shareholders unless the distribution was made in
breach of statutory provisions and the Company can demonstrate that the beneficiaries knew that the distribution
was unlawful at the time it was made or could not have
been unaware of this fact given the circumstances. Where
applicable, claims for reimbursement of dividends shall be
barred under the statute of limitations three years after the
dividend payment has been made.
Dividend entitlements not claimed within five years of
the date of payment shall lapse. »
6.4.2 Dividends linked to 2014 annual results
For 2014 annual results, no dividend was distributed to
shareholders.
6.5 Depositary
At the end of 2014, the establishement providing depositary services to the Company is CACEIS 14 rue Rouget de
Lisle – 92130 Issy-les-Moulineaux, France.
Marie Brizard Wine & Spirits SA : Isin Code
FR 0000060873 BVD
Listing on Euronext Paris and Warsow Stock Exchange
« I – In respect of all or part of a dividend or interim
dividend payment, the General Meeting may grant each
shareholder the option of choosing between payment of
the dividend or interim dividend in cash or payment in the
form of shares, in accordance with statutory provisions.
II – The procedure for cash payment of dividends is defined by the General Meeting or, otherwise, by the Board
of Directors.
Cash payment of dividends must take place within nine
months following the balance sheet date, unless this period
is extended by court authorisation.
Nevertheless, if a balance sheet drawn up during or at
the end of the financial year and certified by one of the Sta-
Market compartment: Euronext Compartiment B
Eligibility for PEA : Yes
/
Eligibility for SRD : Yes
information
193
7
COMBINED GENERAL
MEETING 30 JUNE 2015
7.1 Board of Directors’reports
to the Combined General
Meeting - 30 June 2015
7.1.1 Initial Board of Directors’ report dated
2 June 2015
Appropriation of earnings
You are required to issue an opinion on the appropriation of earnings for the financial year, which amount to an
accounting loss of € 8,616,544.
The Board of Directors is proposing to assign the entire
loss for the financial year to retained earnings, the amount
of which would therefore decrease from - € 492,356,683 to
- € 500,973,227.
Agreements covered by Article L. 225-38 of the
French Commercial Code
We hereby inform you that the Statutory Auditors have
been notified of the agreements previously authorised and
entered into that remained valid during the financial year
and of the agreements authorised during the financial year,
for the purpose of preparing their special report. We request that you approve the terms of these agreements. The
purpose of the 4th Resolution is to approve the agreements
covered by Articles L. 225-38 et seq. of the French Com-
mercial Code that were entered into or renewed by the
Company during the financial year ended.
Appointments
Following the appointment of Mehdi Bouchaara on 24
November 2014 by the Board of Directors, under the terms
of the 5th Resolution, we recommend that you approve this
appointment, for the remaining term of Mr Bouchaara’s
predecessor’s office, i.e. until the General Meeting called to
approve the financial statements for the 2018 financial year.
We also recommend that you appoint (6th Resolution)
Riverside Management sprl to replace Benoît Ghiot, who
has informed us of his intention to resign from his duties as
a Director of the Company subject to the adoption of the
resolution relating to the appointment of Riverside Management sprl.
Lastly, we recommend that you appoint two new Directors, Serge Heringer and Jean-Noël Reynaud, the Company’s Chief Executive Officer, under the terms of the 7th
and 8th Resolutions.
Overall amount of the annual directors’ fees
allocation
The Board of Directors recommends that you set the
overall amount of the annual directors’ fees allocation
at € 465,000 for the 2015 financial year. This amount takes
into account the appointment of two new Directors, as
recommended to you under the terms of the 7th and 8th
Resolutions, on the understanding that the Board of Directors is not planning any remuneration for the Chief
Executive Officer in his capacity as a new Director, if the
Meeting approves his appointment under the terms of the
8th Resolution.
Opinion on the remuneration components
Under the terms of the 13th Resolution, you are requested to issue a favourable opinion on the components
of the remuneration payable or paid to Jean-Noël Reynaud, in his capacity as Chief Executive Officer, in accordance with the recommendations of Paragraph 24.3 of the
AFEP-MEDEF Corporate Governance Code dated June
2013.
Treasury share transactions
At the Combined General Meeting of 16 September
2014, you granted your Company authorisation to trade in
its own shares on the stock market, under the terms of the
11th Resolution.
We recommend that you authorise the Board of Directors to trade in the Company’s shares on the stock exchange for a period of 18 months, under the terms of the
14th Resolution. The number of shares that the Company
may purchase may not result in it holding over 10% of the
number of shares that make up its share capital (5% in the
case of shares purchased with a view to retaining them or
delivering them in exchange or payment as part of merger,
demerger or contribution transactions).
We would remind you that, in accordance with the law,
where shares are purchased in order to improve liquidity,
the number of shares taken into account to calculate the
10% limit corresponds to the number of shares purchased,
minus the number of shares resold during the authorisation period.
The purpose of the buyback programme is to enable the
following transactions to be performed:
(i)
to implement any stock option plan for the Company’s shares under the provisions of Articles L. 225-177 et
seq. of the French Commercial Code;
(ii) to allot shares to employees as part of their participation in the benefits of the Company’s expansion, and
to implement any corporate savings scheme under the
conditions provided for by law, in particular by Articles L.
information
194
3332-1 et seq. of the French Labour Code;
(iii) to allot bonus shares under the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code;
(iv) to retain shares with a view to subsequently delivering them as payment or exchange as part of external
growth transactions;
(v) to deliver shares upon the exercise of rights attached to securities giving access to the Company’s share
capital via redemption, conversion, exchange, presentation
of a warrant or in any other way;
(vi) to cancel all or some of the shares, as part of a
share capital decrease, subject to the adoption of the 19th
Resolution submitted to this General Meeting;
(vii) to ensure liquidity or boost the secondary market
in Belvédère shares via an investment service provider, under the terms of a liquidity agreement that complies with
the code of ethics recognised by the French Financial Markets Authority; and
(viii) to implement any market practice that might become accepted by the French Financial Markets Authority
and, more generally, to perform any transaction that complies with the regulations in force.
We recommend that you set the maximum purchase
price per share at €35, excluding transaction costs.
The Board of Directors will inform shareholders of the
transactions performed via its annual Management Report,
in accordance with the provisions of Article L. 255-211 of
the French Commercial Code.
Change in the Company’s name
Under the terms of the 15th Resolution, we propose
abandoning the current corporate name for your Company
and adopting a new name. In keeping with the recent arrival of a new senior management team, and the creation
of an Executive Committee, the name “Belvédère” no longer appears appropriate for the values embodied by the
Group, as set out in the 2018 BiG Plan. The Group intends
to benefit from the recognition of a trademark that is several hundred years old and enjoys world-wide recognition
via the new corporate name proposed to you, namely “Marie Brizard Wine & Spirits”.
Transfer of the Company’s registered office
For reasons of efficiency, in the 16th Resolution we recommend transferring the address of the Company’s registered office from Beaucaire to Ivry. As the Company’s
employees, including senior management, are based at the
Ivry premises, it appears desirable to locate the registered
office at the Company’s premises at this address, primarily
with a view to reliability and time-saving when dealing
with third parties.
Cancellation of treasury shares
In the 18th Resolution, we recommend that you grant
the Board of Directors authorisation to cancel, in accordance with Article L. 225-209 of the French Commercial
Code, shares purchased by the Company pursuant to the
authorisation that your Meeting may grant in the 14th Resolution or shares purchased under previous authorisations
to purchase and sell treasury shares granted to the Company.
The purpose of this resolution is to enable your Board
of Directors to decrease the share capital as a result of this
cancellation. This transaction may not involve more than
10% of the share capital in each 24-month period, in accordance with the provisions of the law.
This authorisation will be valid for a period of 18 months.
2 June 2015,
information
195
Second Resolution (Approval of the consolidated financial statements for the financial year
ended 31 December 2014)
It is proposed in the second resolution framework, having considered the report of the Board of Directors and
the general report of the Auditors on the consolidated financial statements for the year ended 31 December 2014,
to approve, as they will be presented, the consolidated financial statements for that year, as well as the transactions
reflected in these accounts or summarized in those reports.
Third Resolution (Appropriation of earnings for
the financial year)
It is proposed as part of the third resolution, to find
that the amount of losses for the year 2014 amounted
to 8,616,544 euros, to decide on the proposal of the
Board of Directors to allocate the loss of the exercise in
full to retained earnings, the amount will increase from
- € 492,356,683 to - € 500,973,227 and to acknowledge that
no dividend was distributed for the previous three years.
Fourth Resolution (Approval of the agreements
referred to in Article L. 225-38 of the French
Commercial Code)
The Board of Directors
7.1.2 Additional Board of Directors’ report
dated 8 June 2015
1) SUMMARY OF RESOLUTIONS TO BE SUBMITTED AT THE NEXT GENERAL MEETING
Following its meeting dated 2 June 2015, the Board decided to modify the text of the resolutions, by undertaking
a new numbering of resolutions, and also taking into account requests for draft resolutions to enrollment agenda
from several shareholders of the Company, pursuant to the
provisions of Article R. 225-71 of the French Commercial
Code, authorized or, where applicable, not approved by
the Board of Directors at its meeting dated 8 June 2015.
Therefore, ultimately, it is proposed at the General Meeting to vote on the text of the following resolutions:
I. Ordinary General Meeting Resolutions
First Resolution (Approval of the Company
financial statements for the year ended 31 December 2014)
It is proposed in the first resolution framework, having
considered the report of the Board of Directors and the
general report of the auditors on the accounts for the year
ended 31 December 2014, to approve such they will be presented the annual accounts of the exercise, as well as the
transactions reflected in these accounts or summarized in
those reports.
It is proposed as part of the fourth resolution, having reviewed the special report of the auditors on the agreements
referred to in Article L. 225-38 of the French Commercial
Code concluded and / or executed during the year ended
31 December 2014, to approve the terms of this report and
the agreements that exist therein.
Fifth Resolution (Approval of the appointment of
Mr. Guillaume de Belair as a new Director)
It is proposed as part of the fifth resolution, after examining the provisions of Article 13 of the Company’s Articles
of Association, to decide to appoint Mr. Guillaume de Belair, born on 6 April 1977 in Bourges, a French national
and residing 22 rue Bonaparte - 75006 Paris, as new director for a period of six (6) years expiring at the end of the
meeting of the Ordinary General Meeting of shareholders
called to approve in 2021 the accounts for the previous financial year, to acknowledge that Mr. Guillaume de Belair
satisfies all conditions required by law and regulations.
Sixth Resolution (Appointment of DF Holding as
a new Director)
It is proposed as part of the sixth resolution, after examining the provisions of Article 13 of the Company’s Articles of Association, to decide to appoint DF Holding as
a new director for a period of six (6) years expiring at the
end of the meeting of the Ordinary General Meeting of
shareholders called to approve in 2021 the accounts for the
previous financial year, to acknowledge that Mrs. Laurence
Dequatre, DF Holding’s permanent representative for the
same period of six years, satisfies all conditions required by
law and regulations.
Seventh Resolution (Resignation and appointment of Mrs. Christine Mondollot as Director)
It is proposed in the seventh resolution framework, after
examining the provisions of Article 13 of the Company’s
Articles of Association, to take note of the resignation of
Mrs. Christine Mondollot of her mandate as member of
the Board of the Company with effect from the close of
the General Meeting, to decide to appoint Mrs Christine
Mondollot, born 30 August 1954 in Saint-Cloud, a French
national, and residing 40, avenue Bosquet - 75007 Paris,
as a director with effect at the end of the general meeting
and after the effective date of the aforementioned resignation, for a period of six (6) years expiring at the end of the
called to approve in 2021 the accounts for the previous financial year, to acknowledge that Mrs. Christine Mondollot satisfies all conditions required by law and regulations.
Eighth Resolution (Resignation and appointment of Mrs. Constance Benqué as Director)
It is proposed in the eighth resolution framework, after
Mrs. Constance Benqué of her mandate as member of the
board of the Company with effect from the close of the General Meeting, to decide to appoint Mrs. Constance Benqué, born 4 July 1960 in Boulogne Billancourt, a French
national, and residing 180, rue de Grenelle - 75007 Paris,
called to approve in 2021 the accounts for the previous financial year, to acknowledge that Mrs. Constance Benqué
satisfies all conditions required by law and regulations.
Ninth Resolution (Resignation and appointment
of Mr. Benoit Hérault as Director)
It is proposed in the ninth resolution framework, after
Articles of Association, to take note of the resignation
of Mr. Benoît Herault of his mandate as president and
member of the board of the Company with effect from the
close of the General Meeting, to decide to appoint Mr. Benoît Herault, born 11 May 1967 at Argenteuil, a French
national, and residing Chemin de Justice - 30700 Uzes,
called to approve in 2021 the accounts for the previous financial year, to acknowledge that Mr. Benoit Hérault satisfies all conditions required by law and regulations.
information
196
Tenth Resolution (Resignation of Mr. Benoit
Ghiot and appointment of Riverside Management s.p.r.l. as Director)
It is proposed, in the tenth resolution framework, after
Mr. Benoît Ghiot of his mandate as member of the board
of the Company with effect from the close of the General
Meeting, to decide to appoint Riverside Management sprl,
a Belgian law company with capital of 18,600 euros, whose
registered office is at 275 Park Avenue Amée - 5100 Dave
(Belgium) and registered with the Belgian trade under the
number 0603993759, as a new director with effect at the end
of the general meeting and after the effective date of the
aforementioned resignation, for a period of six (6) years
expiring at the end of the meeting of the Ordinary General Meeting of shareholders called to approve in 2021 the
accounts for the previous financial year, to acknowledge
that Mr. Benoît Ghiot, Riverside Management’s permanent
representative for the same period of six years, satisfies all
conditions required by law and regulations.
Eleventh Resolution (Approval of the appointment of Mr. Mehdi Bouchaara as a Director)
It is proposed as part of the eleventh resolution, after
Articles of Association, to ratify the appointment as director Mr. Mehdi Bouchaara, residing Rue 15, Villa 10, Hay
Ennasr, Meknes (MOROCCO), made provisionally by the
Board of Directors at its meeting of 24 October 2014, for
the remaining term of his predecessor, until the meeting
of the Ordinary General Meeting of shareholders called
to approve in 2019 the accounts for the previous financial
year.
Twelfth Resolution (Determination of the
amount of directors’ fees to be allocated to the
Board of Directors)
It is proposed in the twelfth resolution framework, to
decide to allocate to the Board of Directors pursuant to
the provisions of Article L.225-45 of the French Commercial Code, a maximum annual amount of attendance fees
of four hundred sixty-five thousand euros (€ 465,000) as
of the year 2015 (inclusive), being specified that it is left
to the Board the task of distributing the attendance fees
between directors, that body laying freely sums due to
each.
Thirteenth Resolution (Appointment of a new
incumbent Statutory Auditor for the Company)
It is proposed in the thirteenth resolution framework,
noted that the mandate of the statutory auditor of the
Company comes to an end, to decide accordingly, on the
proposal of the Board, to appoint KPMG SA, limited company with capital of € 5,497,100, whose registered office is
at 3 cours du Triangle - Immeuble Palatine - 92939 Paris
la Défense Cedex, and registered with the Nanterre Trade
and Companies Register number 775 726 417, as new incumbent statutory auditor for a period of six (6) years, expiring after the Ordinary General Meeting called to approve
the financial statements for the year ended 31 December
2020, to acknowledge that the new auditor holder has accepted its functions and meets all the conditions required
by law and regulations.
Fourteenth Resolution (Appointment of a new
alternate Statutory Auditor for the Company)
It is proposed as part of the fourteenth resolution, noted
that the mandate of alternate auditor of the Company comes to an end, to decide accordingly, on the proposal of
the Board, to appoint Salustro Reydel, limited company
with capital of € 3,824,000, whose registered office is at 3
cours du Triangle - Immeuble Palatine - 92939 Paris la Défense Cedex, and registered with the Nanterre Trade and
Company Register number 652 044 371, as new alternate
statutory auditor for a period of six (6) years, expiring
after the Ordinary General meeting called to approve the
financial statements for the year ended 31 December 2020,
to acknowledge that the new auditor has accepted its functions and meets all the conditions required by law and regulations.
Fifteenth Resolution (Approval of the specific
commitment made to the Chief Executive Officer)
It is proposed as part of the fifteenth resolution, having reviewed the special report of the auditors on the
agreements referred to in Article L. 225-38 of the French
Commercial Code, to take note of the conclusions of the
report statutory aforementioned accounts and to approve,
as appropriate, and in accordance with Article L. 225-42-1
of the French Commercial Code, the commitment in this
report took the benefit of Mr. Jean-Noël Reynaud, CEO
of the Company, on the receivership by the Company of
an amount of two hundred and ninety-four thousand euros
(€ 294,000) to permit, under the terms of the letter of its
mandate, the payment amounts relating to the GSC security to the benefit of Mr. Jean-Noël Reynaud.
Sixteenth resolution (Opinion on the remuneration components payable or paid to Jean-Noël
Reynaud in his capacity as the Company’s Chief
Executive Officer)
It is proposed as part of the sixteenth resolution, having
reviewed the management report on this matter, and the
fact that the mandate of Mr. Jean-Noël Reynaud as Managing Director of the Company began dated 5 May 2014, to
issue a favorable opinion on the elements of remuneration
or awarded for the year ended 31 December 2014, to Mr
Jean-Noël Reynaud in his capacity as CEO of the Company.
information
197
Seventeenth Resolution (Authorisation granted
to the Board of Directors to perform transactions in the Company’s shares on the stock
exchange)
It is proposed as part of the seventeenth resolution, having considered the report of the Board, and in accordance
with Articles L. 225-209 and following of the French Commercial Code and Regulation 2273 / 2003 issued by the European Commission of 22 December 2003, to authorize the
Board to operate on the stock exchange or otherwise in the
shares of the Company, to decide that this authorization is
to enable the Company:
(i)
to implement any stock option plan for the Company’s shares under the provisions of Articles L. 225-177 et
(ii) to allot shares to employees as part of their participation in the benefits of the Company’s expansion, and to
implement any corporate savings scheme under the conditions provided for in law, in particular Articles L. 3332-1 et
seq. of the French Labour Code;
(iii) to allot bonus shares under the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code;
(iv) to retain shares with a view to subsequently delivering them as payment or exchange as part of external
(v) to deliver shares upon exercise of rights attached
to securities giving access to the Company’s share capital
via redemption, conversion, exchange, presentation of a
warrant or in any other way;
(vi) to cancel all or some of the shares, as part of a
share capital decrease, subject to the adoption of the 21st
Resolution submitted to this General Meeting;
(vii) to ensure liquidity or boost the secondary market
in Belvédère shares via an investment service provider, under the terms of a liquidity agreement that complies with
the code of ethics recognised by the French Financial Markets Authority; and
(viii) to implement any market practice that might become accepted by the French Financial Markets Authority
and, more generally, to perform any transaction that complies with the regulations in force,
to resolve that the number of shares purchased cannot
result in an increase in the number of treasury shares held
by the Company above 10% of the total number of shares
that make up the share capital,
to note that the number of shares purchased by the
Company with a view to holding and subsequently delivering them either as payment or in exchange for other se-
curities as part of a merger, demerger or contribution may
not exceed 5% of the Company’s share capital, in accordance with statutory provisions,
to resolve that the shares may be purchased via any
means and in compliance with the applicable stock exchange regulations and the accepted market practices published by the French Financial Markets Authority, and by
using any financial derivatives or options traded on regulated or over-the-counter markets, provided that the latter
means do not contribute to a significant increase in the volatility of the shares,
to note that the Company reser ves the option of
carrying out block share purchases,
to note that the Company reserves the option of continuing to execute this share buyback programme during
periods of public tender or exchange offers involving its
equity securities,
to resolve that the purchase unit price may not exceed
thirty-five euros (€ 35) and that, as a result, the maximum
theoretical amount that the Company would be likely to
pay in the event that it purchased shares at the maximum
unit price of thirty-five euros (€ 35) would amount to ninety-two million, seven hundred and three thousand, one
hundred and seventy euros (€ 92,703,170), based on the
maximum amount of 2,648,662 shares to be bought,
to resolve that, in the event of a change in the share par
value, a capital increase via capitalisation of reserves and
the allotment of bonus shares, a stock split or reverse stock
split, a redemption or reduction of the share capital, a distribution of reserves or other assets and any other transactions involving equity capital, the prices set out above will
be adjusted via a multiplication coefficient equal to the
ratio between the number of shares comprising the share
capital prior to the transaction and the number of shares
following the transaction,
to resolve that, in order to ensure the execution of this
authorisation, all powers will be granted to the Board of
Directors, with the option of further delegation, with a
view to implementing this authorisation and, in particular,
assessing the appropriateness of launching a buyback programme and determining the terms and conditions of that
programme, preparing and publishing the information circular relating to the implementation of the buyback programme, placing all orders on the stock exchange, entering
into all agreements, including for the purpose of keeping
the share purchase and sale ledgers, making any declarations to the French Financial Markets Authority and any
other body, completing any other formalities and, in general, doing everything that is required,
to recall that the Board of Direc tors will provide
shareholders with the information relating to the execution
of the share purchase transactions authorised under this resolution in a special report presented to the Annual Gene-
information
198
ral Meeting, including the number and price of the shares
purchased in this way for each purpose, and the volume
of the shares used for these purposes, together with any
reallocations for other purposes involving the shares, and
to resolve that this authorisation will be granted for a
period of eighteen (18) months from this General Meeting
and will invalidate any other delegation having the same
purpose.
II. Extraordinary General Meeting Resolutions
Eighteenth Resolution (Change in the Company’s name and corresponding amendment to
the Company’s Articles of Association)
It is proposed as part of the eighteenth resolution, to
decide to modify the current name of the Company from
« Belvedere » and to adopt the name « Marie Brizard Wine
& Spirits », to decide as a result of amend Article 3 of the
Articles of Association of the Company as follows:
«The name is:
Marie Brizard Wine & Spirits
In all acts and documents issued by the company, the
corporate name must be immediately preceded or followed
by the words « Société Anonyme » or the initials « SA »
and the saying of the share capital. »
Nineteenth resolution (Transfer of the registered office and corresponding amendment to the
Company’s Articles of Association)
It is proposed as part of the nineteenth resolution, to
decide to transfer the registered office at the following
address: 19, avenue Paul Vaillant Couturier - 40, quai Jean
Companion - 94200 Ivry-sur-Seine, to decide accordingly
to amend article 4 of the Articles of Association of the
Company as follows:
«The registered office is 19, avenue Paul Vaillant Couturier - 40, quai Jean Companion - 94200 Ivry-sur-Seine. It
can be transferred to any other place in the same department or a neighboring department by a simple decision of
the Board of Directors, subject to ratification of this decision by the next Ordinary General Meeting, and elsewhere
in France by virtue of a resolution of the Extraordinary General Meeting of shareholders.
When transferring decided by the Board of Directors,
it is authorized to amend the Articles of Association accordingly. »
Twentieth resolution (Updates and corresponding amendments to the Company’s Articles of
Association)
It is proposed as part of the twentieth resolution, to decide to update the Articles of Association in accordance
with (i) the provisions of Article L.233-9 of the French
Commercial Code, and (ii) the provisions of Article R. 22585 of the French Commercial Code, to decide to change
accordingly:
(i) the fourth paragraph of Article 9 of the Articles of
Association as follows, provided that the remaining provisions of the article remains unchanged:
199
information
and accomplish all necessary formalities, to decide that
this authorization is granted for a period of twenty-six (26)
months from the date of the General Meeting, and to invalidate, with effect from this Meeting, the unused portions
of any prior delegations having the same purpose.
Twenty second resolution (Powers to effect
formalities)
It is proposed as part of the twenty-second resolution,
to confer on the bearer of the original, an extract or a copy
of these minutes to carry out all formalities advertising, deposit, and others that belong.
-----------------------------
«All natural or legal persons comes to hold, directly or
indirectly, alone or jointly, immediately or in the future
pursuant to an agreement or financial instrument mentioned in article L.211-1 of the Monetary and Financial
Code and under the conditions described in paragraphs 4
and 4a of Article L.233-9 of the French Commercial Code,
a fraction of at least 2.5% of the capital or of the voting
rights or a multiple thereof must inform the Company within five (5) trading days by registered letter with return
receipt addressed to the head office.»;
(ii) the last paragraph of Article 25 of the Articles of
Association as follows, provided that the remaining provisions of the article remains unchanged:
«The second business day preceding the General Meeting at midnight, Paris time.»
Twenty first resolution (Authorisation to be
granted to the Board of Directors to decrease
the share capital by cancelling treasury shares)
It is proposed as part of the twenty-first resolution, after having considered the report of the Board of Directors
and of the Auditors Report and under the condition of the
adoption of the seventeenth resolution submitted to the
General Meeting authorizin the Board to acquire shares of
the Company under legal conditions, to authorize it, which
may be delegated:
(i) to cancel at any time without further ado, on one or
more occasions, the shares acquired as a result of purchases
made in the framework of Article L. 225-209 of the French
Commercial Code, within the limit of 10% of capital per
twenty-four (24) months, it being recalled that this limit
applies to an amount of capital of the Company which will,
if necessary, adjusted to take into account transactions affecting the share capital subsequent at the general meeting;
(ii) to reduce the capital proportionately, by charging
the difference between the repurchase value of the canceled shares and their par value to available premiums and
reserves;
(iii) to amend the Articles of Association accordingly
The board says that it was agreed at its meeting held on
2 June 2015, (i) to add a resolution on the appointment
of the company DF Holding as a new director, rather the
resolution initially dedicated to the appointment of Mr.
Serge Heringer, to take into account the entry of DF Holding within the shareholding structure of capital of the
Company, (ii) to remove the eighth resolution on the appointment of Mr. Jean-Noël Reynaud as a new director,
the latter having withdrawn his candidature in view of the
situation.
2) SUMMARY OF RESOLUTIONS PROPOSED BY
SHAREHOLDERS
Prior to the holding of the meeting, the Board received,
pursuant to Article R. 225-71 of the French Commercial
Code, requests for resolutions from several shareholders of
the Company.
At its meeting dated 8 June 2015, the Board of Directors
has studied the wordings and motives of various resolutions proposed by shareholders, and hereby presents its
report on the resolutions considered.
I] RESOLUTION PROPOSED BY DF HOLDING SA
By letter dated 3 June 2015, the company DF Holding
SA holding approximately 5.323% of the share capital of
the Company, asked the Board to include in the agenda of
the General Meeting a resolution for the following reasons:
« As it has been notified to the Belvédère by letter dated
13 May 2015, the company DF Holding holds at the date
hereof more than 5% of the share capital and voting rights
of Belvedere, saying also on 18 May 2015 it acts in concert
with Diana Holding Company.
As of significant new shareholder of Belvedere, DF Holding company needs to be represented on the Board. It
would be represented by Mrs. Laurence Dequatre. The information for the director whose appointment is subject to
the ordinary general meeting of shareholders are contained
in Annex 3 in accordance with Articles R. 225-71 and R.
225-83 of 5 ° of the French Commercial Code.
The proposed director confirms that he accepts the mandate that may be entrusted to him and Laurence Dequatre,
which would be DF Holding’s permanent representative
within the Board, says she meets all requirements of the
law and the regulations for the exercise of that mandate. »
Consequently, DF Holding has requested the inclusion
of the following resolution:
«Resolution A (Appointment of DF Holding as a new
director)
The General Meeting, voting under the quorum and majority conditions required for Ordinary General Meetings,
having reviewed the provisions of Article 13 of the Company’s Articles of Association,
resolves to appoint DF Holding as a new Director for a
period of six (6) years expiring at the end of the Ordinary
General Meeting of Shareholders called in 2021 to approve
the financial statements for the financial year ending on 31
December 2020, and
notes that Laurence Dequatre, DF Holding’s permanent
representative for the same period of six years, has stated
that she meets all the conditions required in law and by the
regulations.
II] RESOLUTIONS PROPOSED BY DIANA HOLDING
By letter dated 3 June 2015, Diana Holding company
holding approximately 17.36% of the share capital of the
Company, asked the Board to include in the agenda of the
General Meeting additional resolutions, for the following
reasons:
« The entry of Diana Holding in the capital of the Belvédère, which has become the reference shareholder before
its implementation together with DF Holding, the holding
company of Groupe Castel, to implement a common policy to develop the international distribution of spirits, particularly in Africa and in Asia, marks a turning point in
the life of the Belvedere Group. Diana Holding wants the
Board of Directors of Belvedere to be not only consistent
with the composition of its shareholders (including two
major players in the wine and spirits sector, with a large
free float), but also to consist of renowned personalities in
the wine and spirits sector, that all contribute to the development of the company.
The aim is thus to establish a dedicated board around
a majority of professionals in the wine and spirits sector,
featuring a real strategic vision on Belvedere Group businesses, able to give operational and logistical support to
management and teams.
Furthermore, it should already have to get out as soon
as possible of the continuation plan, taking advantage of
the new dynamic brought by the new Board of Directors.
information
200
Diana Holding favored the appointment of a consensual solution, under which the four independent directors
appointed in September 2013 and 2014 have voluntarily
resigned, to immediately give way to the representative of
the Castel Group (Mrs. Laurence Dequatre) and that three
new independent directors:
• Nicolas Gailly, senior manager of the wine and spirits
industry (Diageo, Pernod Ricard, etc.);
• Pierre Beuchet, head of trading houses, export specialist Asia and USA;
• Guillaume de Belair, financial analyst (representing
individual shareholders).
However, at the meeting of the Board held 2 June 2015,
this solution was rejected by a majority of the directors
concerned, who resigned with effect at 30 June 2015 and
have already applied for a new term.
In addition, these same directors have clearly adopted a
hostile position towards Diana Holding, not only the appointments of Nicolas Gailly and Pierre Beuchet, but also
the appointment of Serge Heringer (proposed by Diana
Holding), were removed from the agenda of the next general meeting.
This is why Diana Holding proposes the following resolutions:
Ordinary general meeting resolutions:
Diana Holding proposes the revocation of the following
directors:
• Mr. Benoît Hérault, Chairman of the Board;
• Mr. Benoît Ghiot;
• Mrs. Christine Mondollot;
• Mrs. Constance Benqué.
Diana Holding proposes the appointment as directors
of the following candidates:
• Mr. Serge Heringer, current permanent invitee to the
Board and to the Audit Committee of Belvedere (proposed
Diana Holding);
• Mr. Guillaume De Belair;
• Mr. Nicolas Gailly;
• Mr. Pierre Beuchet.
Information regarding directors whose appointment
is subject to the ordinary general meeting of shareholders are contained in Annex 3 in accordance with Articles
R. 225-71 and R. 225-83 of 5 ° of the French Commercial
Code.
Each director approached confirmed that he accepts
the mandate that would be given to him and declares meet
all the conditions required by law and regulations for the
exercise of that mandate.
Extraordinary general meeting resolution:
To simplify the structure of existing shares of the Company, particularly the different warrants whose current
characteristics are very varied and difficult to read while
promoting a capital increase by March 2016 which would
allow an early exit from the continuation plan, Diana Holding proposes that the Company makes a public exchange
offer (OPE) to all of its existing warrants under which:
• each warrant holder bringing its warrants to the public
exchange offer would receive new warrants (« Warrants
2015 ») whose maturity would be set at 31 December 2016;
• each Warrant 2015 would give access to one new share;
• upon exercise of the Warrant 2015 before 29 February
2016, a holder would receive for free, in addition to the
new action, one warrant (« Warrant 2023 ») whose maturity would be set at 31 December 2023.
Parities exchange of Warrants 2015 against each existing
Belvedere warrant would be determined by the Board in
connection with the preparation of the OPE and would be
reviewed by an independent expert appointed by the Company that would call a report evaluation. The transaction
would also be subject to an information note which would
be subject to approval by the AMF authority.
Finally, Diana Holding proposes a resolution to amend
Article 27 of the Articles of Association related to the
double voting rights, making Belvedere falling within legal
system set up by the Florange Act.
Consequently, Diana Holding has applied the following
resolutions:
« Depending on ordinary general meeting
Resolution B Revocation of Mr. Benoît Hérault as Director)
decide to revoke Benoit Hérault of his functions of Director. Consequently, his mandate expires at the close of this
General Meeting.
information
201
jority conditions required for Ordinary General Meetings,
decide to revoke Benoit Ghiot of his functions of Director.
Consequently, his mandate expires at the close of this General Meeting.
Resolution E (Revocation of Mrs. Christine Mondollot
as Director)
decide to revoke Christine Mondollot of her functions of
Director. Consequently, her mandate expires at the close of
this General Meeting.
Resolution F (Appointment of Mr. Guillaume de Belair
as a new Director)
having reviewed the provisions of Article 13 of the Company’s Articles of Association, resolves to appoint Guillaume de Belair as a new Director for a period of six (6)
years expiring at the end of the Ordinary General Meeting
of Shareholders called in 2021 to approve the financial statements for the financial year ending on 31 December 2020.
The General Meeting notes that Guillaume de Belair has
stated that he meets all the conditions required in law and
by the regulations.
Resolution G (Appointment of Mr. Nicolas Gailly as a
new Director)
having reviewed the provisions of Article 13 of the Company’s Articles of Association, resolves to appoint Nicolas
Gailly a new Director for a period of six (6) years expiring
at the end of the Ordinary General Meeting of Shareholders called in 2021 to approve the financial statements for
the financial year ending on 31 December 2020.
The General Meeting notes that Nicolas Gailly has
by the regulations.
Resolution C (Revocation of Mrs. Constance Benqué as
Director)
Resolution H (Appointment of Mr. Pierre Beuchet as a
new Director)
decide to revoke Constance Benqué of her functions of Director. Consequently, her mandate expires at the close of
Resolution D (Revocation of Mr. Benoît Ghiot as Director)
having reviewed the provisions of Article 13 of the Company’s Articles of Association, resolves to appoint Pierre
Beuchet as a new Director for a period of six (6) years
expiring at the end of the Ordinary General Meeting of
Shareholders called in 2021 to approve the financial statements for the financial year ending on 31 December 2020.
The General Meeting, voting under the quorum and ma-
The General Meeting notes that Pierre Beuchet has
information
202
by the regulations.
- Parity: each warrant would give access to one new
share;
Resolution I (Appointment of Mr. Serge Heringer as a
new Director)
4. decides to eliminate the shareholders’ preferential
subscription rights for Warrants 2015 issuance to existing warrant holders of the Company, namely the holders
o f Wa r r a n t s 2 0 0 4 ( B V D B S ) , B S A 2 0 0 6 ( B V D B R ) , B S A
Shareholder 1 (BVDBV ), BSA Shareholder 2 (BVDBW )
and BSA OS (BVDBX), who would have tranfered their
warrants through a public exchange offer initiated by the
Company for all of the existing warrants;
having reviewed the provisions of Article 13 of the Company’s Articles of Association, resolves to appoint Serge
Heringer as a new Director for a period of six (6) years
expiring at the end of the Ordinary General Meeting of
Shareholders called in 2021 to approve the financial statements for the financial year ending on 31 December 2020.
The General Meeting notes that Serge Heringer has
by the regulations.
Depending on extraordinary general meeting
Resolution J (Delegation granted to the Board of Directors to issue new share warrants of the Company, without
preferential subscription rights, in favor of holders of old
share warrants that would be transfered to the Company
through a public exchange offer)
The General Meeting, voting under the quorum and
majority conditions required for Extraordinary General
Meetings, having considered the report of the Board of Directors and the special report of the auditors in accordance
with Articles L. 225-129, L.225-129-1, L.225-135, L.225-138
and L.228-91 and following of the French Commercial
Code:
1. delegates to the Board of Directors the powers to decide to issue, without preferential subscription rights for
shareholders, warrants of the Company’s shares (« Warrants 2015 »);
2. decides that the warrants will be issued in 2015 in
return for the surrender in exchange for securities transferred to the Company under a public exchange offer initiated by the Company under the conditions set out below,
and they will have the following characteristics:
- Exercise price: 20 euros;
- Exercise period: from the issuance of the warrants until 31 December 2016;
share;
3. decides, in order to encourage the exercise of warrants before February 29, 2016, the holders who would
exercise their Warrants 2015 before that date would also
receive another free warrant, for each warrant exercised in
2015, a new warrant which would have the following characteristics (« Warrants 2023 »):
5. notes that, in accordance with the provisions of Article
L.225-132 of the French Commercial Code, this delegation
automatically entails, in favor of holders of Warrants 2015
and Warrants 2023, express waiver by shareholders of their
preferential right of the shares to which these warrants
would give right;
6. resolves that the nominal amount of capital increases
likely to be made under this delegation is set at:
- A maximum of eleven (11) million upon exercise of the
Warrants 2015,
- A maximum of eleven (11) million on exercise of the
Warrants 2023,
being specified that to these amounts would be added,
where applicable, the nominal amount of additional shares
to be issued, in accordance with the law and applicable
contractual provisions, to preserve the rights of holders of
securities convertible into shares of the Company;
7. decides that the exchange ratios of the Warrants 2015
against each strain existing warrants of the Company will
be determined by the Board in connection with the preparation of the public exchange offer and will be reviewed by
an independent expert mandated by the Company which
will provide an evaluation report, it being specified that
the transaction referred to this resolution will be subject to
an information note that will be subject to approval by the
AMF authority ;
8. resolves that the Board of Directors would have full
powers to implement, as provided by law and within the
limits set by this resolution, this delegation of powers, in
particular to:
- Determining the final characteristics of Warrants 2015
and Warrants 2023,
- Set the terms and conditions of the issues,
- Modify, where appropriate, in agreement with the holders of Warrants 2015 and / or Warrants 2023, all the characteristics after their issue,
- At its sole initiative, charge the costs of the capital increases to the amount of the premiums and deduct from
this amount the sums necessary to bring the reserve to one
tenth of the new capital after each capital increase,
- Generally, enter into all agreements, take all measures
and complete all formalities required for the issuance and
servicing of Warrants 2015 and Warrants 2023 and the exercise of the rights attached thereto;
9. decides that this delegation is granted for a period of
eighteen (18) months from this General Meeting.
Resolution K (Amendment of Article 27 II of the Articles of Association - Double voting rights)
Meetings, having considered the report of the Board of Directors, resolves to amend Article 27 of the Articles of Association on the introduction of a double voting right for
every share held for at least four years in order to benefit
from the legal system set up by the Florange Act:
« II - Voting rights attached to shares is proportionate
to the capital representative. The same par value, each
share capital or dividend shares is entitled to one vote.
Any holder of fully paid shares, which justifies to have
been registered in his name in accordance with the last
paragraph of Article L.225-123 of the French Commercial
Code, enjoys the double voting rights provided by law.
Furthermore, in case of capital increase by incorporation
of reserves, profits or share premiums, the double voting
right is granted, on their issue, to registered shares allocated to a shareholder in respect of new shares for which
he enjoys this right.
Shares converted to bearer shares or whose ownership is
transferred loses the double voting right.
However, transfer through inheritance, liquidation of
community property between spouses or inter vivos gift to
a spouse or relative entitled to inherit does not lose the
right and do not interrupt the period mentioned in the last
Code. »
The General Meeting consequently decides to delete the
words «four (4) years» mentioned in Article 11 Vl.5 of the
Articles of Association that refer to this section 27.
III] RESOLUTIONS PROPOSED BY SPC LUX SARL
By letter dated 5 June 2015, the company SPC Lux Sarl
holding approximately 4.805% of the share capital of the
Company, asked the Board to include in the agenda of the
general meeting complementary resolutions, for the following reasons:
«From a Belvédère press release dated 2 June 2015, and
Diana Holding company information dated 3 June 2015,
SPC Lux Sarl learned the resignation of four independent
directors with effect at the end of the Meeting General to
be held 30 June 2015 (Mrs. Christine Mondollot, Mrs.
Constance Benqué, M r. Ghiot Benoît and M r. Benoît
Herault), at the request of the company Diana Holding.
information
203
According to our understanding, the company Diana Holding proposed on its side the appointment of four new
members of the Board.
In our view, the proposals of Diana Holding company
have the effect of taking control of the management bodies
of Belvédère by the concert organized by Diana Holding
Company and the Castel group, even though it holds that
22.97% of the share capital and 22.75% of the voting rights
Belvédère.
The voice of the President of the Board remaining preponderant under the provisions of article 13 of the Articles
of Association, it is desirable that the majority of the Board
has to be composed of independent members within an
uncontrolled company such as Belvédère.
Thus, SPC Lux Sarl proposes that all mandates of the
directors currently in office are placed at the disposal of
shareholders at the Belvedere General Meeting to be held
30 June 2015.
In this regard, and given the already resignations
and already proposed by Mrs Christine Mondollot, Mrs
Constance Benqué, Mr. Ghiot Benoît and Mr. Benoît Herault, SPC Lux Sarl also proposes to submit to a vote of
confidence, during the General Meeting, the mandates of
other non-current directors resigned (namely Mrs. Rita
Maria Zniber, Mr. Jacques Bourbousson and Mr. Mehdi
Bouchaara) and therefore proposes the revocation of the
aforementioned directors, who are responsible for the attempted takeover out of general meeting of Belvédère management bodies. «
As a result of the above, the company SPC Lux Sarl requested the inclusion of the following resolutions:
« Resolution L (Revocation of Mrs. Rita Maria Zniber
as Director)
decide to revoke Rita Maria Zniber of her functions of Director. Consequently, her mandate expires at the close of
Resolution M (Revocation of Mr. Jacques Bourbousson
as Director)
decide to revoke Jacques Bourbousson of his functions of
Director. Consequently, his mandate expires at the close of
Resolution N (Revocation of Mr. Mehdi Bouchaara as
Director)
decide to revoke Mehdi Bouchaara of his functions of Director. Consequently, his mandate expires at the close of
this General Meeting. »
3) DECISIONS OF THE BOARD OF DIRECTORS
The Board was informed of all resolutions proposed and
below state the reasons for its approval or refusal of approval for each of the resolutions.
Resolution A
information
204
confirms, as necessary, its approval to the resolution, which
does overlap with the fifth resolution.
Resolutions G and H
The Board notes that the appointment of Mr. Nicolas
Gailly and Pierre Beuchet as new directors was requested
by D i a n a H o l d i n g Co m p a ny, h o l d i n g a p p rox i m ate l y
17.36% shareholder of the share capital of the Company.
The Board of Directors has decided not to accept resolutions G and H for the following reasons:
The Board notes that the sixth resolution of the text of
the resolutions of the General Meeting adopted at its meeting dated 2 June 2015 already provides for the appointment of DF Holding, represented by Mrs. Laurence Dequatre, as new director.
(a) the Committee on Appointments and Remuneration, as a whole, has not been in the opportunity to hear
the two candidates proposed by Diana Holding despite his
request to Diana Holding;
Accordingly, the Board considers that the request for
inclusion of the resolution A to the agenda of the General
Meeting day is devoid of purpose, but confirms, as necessary, its approval of the resolution, which actually overlap
with the sixth resolution.
(b) the Board is not able to appreciate the truly independent character of those candidates against other
members of the concert said between Diana Holding and
DF Holding, even though this independence is crucial to
appreciate the Board of Directors control or not;
Resolution B to E
The Board notes that the resolutions of the General
Meeting adopted at its meeting dated 2 June 2015 already
provides for the seventh to tenth resolutions that the General Assembly take note of the resignations of Mrs. Christine Mondollot, Mrs. Constance Benqué, Mr. Benoît Ghiot
and Mr. Benoît Ghiot, effective at the close of the General
Meeting, and decides on their appointment (or their affiliate) with effect from the close of the General Meeting and
after the effective date of their resignation.
Accordingly, the application for registration of resolutions B to E to the agenda of the General Meeting providing the revocation of the aforementioned directors is
devoid of purpose, the resolutions proposed by the Board
of Directors already settin to challenge the mandate of the
aforementioned directors. A vote against the seventh to
tenth resolutions render non relevant voting on resolutions
B to E.
Accordingly, the Board decided not to approve resolutions B to E, since it offers a revocation of directors having
already given their mandate available to shareholders.
Resolutions F
The Board reiterates that the fifth resolution of the text
of the resolutions adopted at the meeting of the Board of
Directors on 2 June 2015 already offers to shareholders the
possibility of appointing Mr. Guillaume de Belair as a new
member of the Board of Directors of the Company.
Accordingly, the Board considers that the request for
inclusion of the resolution F is devoid of purpose, and
(c) the Committee on Appointments and Remuneration noted that candidates profiles were essentially facing
vineyard at the expense of spirits sector. But the representation of the Board by the wine sector professionals is
already assured by the administrators appointed by the
Member of the concert between Diana Holding and DF
Holding companies.
(d) the composition of the Board, as requested by the
conjunction between Diana Holding and DF Holding
Holding companies would not receive the necessary skills.
Indeed, financial expertise, marketing or advertising are
underrepresented, while all the listed groups of wines and
spirits in the world to benefit.
In these circumstances, the Board has decided not to accept the resolutions G and H.
Resolution I
The Board notes that the appointment of Mr. Serge Heringer as a new director was requested by Diana Holding
company, holding approximately 17.36% shareholder of
the share capital of the Company.
The Board of Directors decided not to approve re solution I insofar as (i) it has already approved the appointment of DF Holding as a new director and, (ii) an
additional appointment of another Diana Holding’s representative, which owns already, in itself alone, two seats on
the Board of Directors, would lead to the revocation of the
resigning directors overrepresented in Board of Directors
of the concert between Diana Holding and DF Holding in
relation to their shareholding in the Company.
In these circumstances, the board decided not to approve resolution I.
information
205
DF Holding companies, the board believes it is in the interest of Belvédère that all of the directors give their mandate
to be available to shareholders at the General Meeting.
Resolution J
The application for registration of resolution J to the
agenda of the General Meeting consisting in making a public exchange offer for the entirety of the existing warrants
would lead to simplify the current complex structure of
warrants issued by the Company and be capable of securing funding through this to the Company.
Accordingly, the Board decided to approve resolutions
L to N related to directors revocation requests that have
not yet submitted their mandate available to shareholders.
On 8 June 2015,
The Board of Directors
The Board reiterates that this is a delegation, that at this
stage, and that in case of use of the delegation, the Board
will build based on the work of an independant expert and
will meet to (a) determine the characteristics of new warrants to be issued, (b) fix the terms and conditions of issue of such new warrants, and (c) set the exchange ratio of
new warrants against each existing warrants would be exchanged, as part of the preparation of the public exchange
offer.
Accordingly, the Board considers that the resolution J
could be in the interests of the Company and decided to
approve the resolution J.
Resolution K
7.2 Share buy-back program
You will find below the description of the share buyback
program that the General Meeting of 30 June 2015 is expected to allow.
In accordance with articles 241-1 and following of the
General Regulations of the AMF and of European Regulation No. 2273/2003 of 22 December 2003, the present
specification aims to explain the purpose and terms of the
program to repurchase its own shares by the Company.
The Board reiterates that Article 27 II of the Company’s
Articles of Association provides that:
Allocation by purpose of the shares held by the
Company
« Any holder of fully paid shares, which justifies to have
been registered in his name for four (4) years at least, enjoys double voting rights provided by law. »
On 31 May 31 2015, the Company holds 3.437 own
shares of 26,486,637 shares comprising the share capital,
for a total of 0.013% fully allocated to the granting of stock
options or free shares .
The Board also reiterates that, if the last paragraph of
Article L.225-123 of the French Commercial Code states
that the double voting rights are entitled to all fully paid
shares for which it is justified to have been registered for
two years, these provisions are not applicable to companies whose statutes laid down the conditions for granting
a prior vote twice for the entry into force of the Florange
Law, which is the case with your Company.
The Board of Directors considers that the adoption of
the resolution K by the General Meeting would have the
effect of increasing the difference in treatment in terms of
voting rights for holders of registered shares and bearer
shareholders in the exclusive interest of some shareholders.
Accordingly, the Board of Directors considered the resolution K being proposed in the particular interest of certain shareholders, and not in the interest of the Company,
and thus decided not to approve this resolution.
Resolution L to N
As a result of all requests for resolutions to the agenda
of the General Meeting conducted by Diana Holding and
Objectives of the new share buy-back program
The buy-back program intends to enable the realization
of the following:
(i) implement any plan of options to purchase shares of
the Company under the provisions of Articles L. 225-177
and following of the French Commercial Code;
(ii) to allocate shares to employees in recognition of
their contribution to the company’s profit-sharing and implementing any company savings plan on the conditions
stipulated by law, in particular Articles L . 3332-1 and following of the French Labor Code;
(iii) to allocate shares free of charge under the provisions of Articles L. 225-197-1 and following of the French
Commercial Code;
(iv) to retain shares for subsequent delivery in payment
or exchange in connection with external growth transactions;
(v) deliver shares upon the exercise of rights attached to
securities giving access to the share capital by redemption,
conversion, exchange, presentation of a warrant or in any
other manner;
(vi) cancel all or part of the securities in the context of
a reduction of share capital, subject to the adoption of the
twenty-first resolution submitted to this General Meeting;
(vii) to ensure liquidity or stimulate the secondary market for Belvedere shares through an investment service provider under a liquidity contract conforming to the ethical
charter recognized by the AMF; and
(viii) implement any market practice that might be accepted by the AMF and more generally, carry out any transaction in accordance with regulations.
Maximum share capital, maximum number
and characteristics of shares the Company proposes to acquire and maximum purchase price
As the Company owns directly or indirectly 31 May
2015 3.437 of its own shares, corresponding to 0.013% of
the share capital, maximum number of shares that may be
repurchased on this basis is 2,645,225 shares, representing
9.987% of share capital, it being specified that this possibility of redemption may be increased to a maximum of
10% of share capital in case the Company would proceed,
before the date of the General Meeting, the sale or use of
treasury shares.
The unit purchase price may not exceed thirty-five euros (€ 35). Consequently, the theoretical maximum amount
that the Company could pay in the event the unit purchase
price maximum of thirty-five euros (€ 35) would amount,
based on the current share capital, to ninety-two million seven hundred and three thousand one hundred and seventy
euros (€ 92,703,170), corresponding to the purchase of a
maximum number of 2,648,662 shares.
Duration of the share buy-back program
The buy-back program will run for eighteen (18) months from the date of the meeting called to authorize, until
30 December 2016.
information
206
7.3 Specific reports of the
auditors on certain resolutions on the agenda of the
General Meeting 30 June
2015
Statutory auditors report on capital reduction (General Meeting 30 June 2015 - 18th resolution)
In our capacity as Statutory Auditors of your company
and in execution of our assignment pursuant to Article L.
225-209 of the French Commercial Code in the event of a
capital reduction by cancellation of shares purchased, we
have prepared this report to inform you of our assessment
of the causes and conditions of the proposed capital reduction.
Your Board of Directors proposes, on the condition of
the adoption of the 14th resolution of this General Meeting, to delegate, for a period of eighteen months from the
date of this General Meeting, all powers to cancel within
the limit of 10% of its capital, by twenty-four month period, the shares purchased under the implementation of a
purchase authorization by your Company of its own shares
under the provisions of the above article.
We have implemented the procedures that we considered necessary in the professional standards of the Institute
of Statutory Auditors relating to this engagement. These
procedures consiste in verifying whether the causes and
conditions of the proposed capital reduction, which is not
likely to undermine the equality of shareholders, are regular.
We have no comment to make on the causes and conditions of the proposed capital reduction.
Aurélie TRUCY
MAZARS
Romain MAUDRY
Dominique MULLER
7.4 Draft resolutions submitted to the General Meeting - 30 June 2015
7.4.1 Ordinary General Meeting
First Resolution (Approval of the Company
financial statements for the year ended 31 December 2014)
and having reviewed the Board of Directors’ report and the
Statutory Auditors’ general report on the financial statements for the financial year ended 31 December 2014,
approves the Company financial statements for the said
financial year, as presented to the Meeting, together with
all the transactions reflected in those financial statements
or summarised in those reports.
Second Resolution (Approval of the consolidated financial statements for the financial year
ended 31 December 2014)
majority conditions required for Ordinary General Meetings, and having reviewed the Board of Directors’ report
and the Statutory Auditors’ general report on the consolidated financial statements for the financial year ended 31
December 2014,
information
207
Fourth Resolution (Approval of the agreements
referred to in Article L. 225-38 of the French
Commercial Code)
and having reviewed the Statutory Auditors’ special report
on the agreements referred to in Article L. 225-38 of the
French Commercial Code, as entered into and/or performed during the financial year ended 31 December 2014,
approves the terms of this report and the agreements
referred to therein.
Fifth Resolution (Approval of the appointment of
Mr. Guillaume de Belair as a new Director)
re s o l ve s to a p p o i nt G u i l l a u m e d e B e l a i r, b o r n i n
Bourges on 6 April 1977, a French national, residing 22,
rue Bonaparte – 75006 Paris, as a new Director for a period of six (6) years expiring at the end of the Ordinary
December 2020, and
notes that Guillaume de Belair has stated that he meets
all the conditions required in law and by the regulations.
Sixth Resolution (Appointment of DF Holding as
a new Director)
approves the consolidated financial statements for this
financial year, as presented to the Meeting, together with
all the transactions reflected in those financial statements
or summarised in those reports.
Third Resolution (Appropriation of earnings for
the financial year)
notes that the net loss for the 2014 financial year amount
to €8,616,544, and
resolves to appoint DF Holding, a company governed
by Luxembourg law, which has its registered office at 34-38
avenue de la Liberté, L-1930 Luxembourg, Grand Duché
du Luxembourg, and is registered with the Luxembourg
Trade Registery under No. B44663, as a new Director for a
December 2020, and
resolves to assign the entire loss for the financial year
to retained earnings, the amount of which will therefore
decrease from -€492,356,683 to -€500,973,227, on the recommendation of the Board of Directors.
regulations.
The General Meeting, deliberating under the quorum
and majority conditions required for Ordinary General
Meetings,
The General Meeting notes that it has been reminded
that no dividend has been paid since 31 December 2010.
Seventh Resolution (Resignation and appointment of Mrs. Christine Mondollot as Director)
takes note of the resignation of Mrs Christine Mondollot for her mandate as member of the Company’s Board of
Directors, effective at the close of this General Meeting,
resolves to appoint Christine Mondollot, born in SaintCloud on 30 August 1954, a French national, residing 40,
avenue Bosquet – 75007 Paris, as a Director for a period
of six (6) years expiring at the end of the Ordinary General Meeting of Shareholders called in 2021 to approve
December 2020, and
notes that Christine Mondollot has stated that she meets
Eighth Resolution (Resignation and appointment of Mrs. Constance Benqué as Director)
takes note of the resignation of Mrs Constance Benqué
for her mandate as member of the Company’s Board of Directors, effective at the close of this General Meeting,
resolves to appoint Constance Benqué, born in Boulogne Billancourt on 4 July 1960, a French national, residing 180, rue de Grenelle – 75007 Paris, as a Director for a
December 2020, and
notes that Constance Benqué has stated that she meets
Ninth Resolution (Resignation and appointment
of Mr. Benoit Hérault as Director)
takes note of the resignation of Mr Benoit Hérault for
his mandate as member of the Company’s Board of Directors, effective at the close of this General Meeting,
resolves to appoint Benoit Hérault, born in Argenteuil
information
208
on 11 May 1967, a French national, residing Chemin de
Justice – 30700 Uzès, as a Director for a period of six (6)
years expiring at the end of the Ordinary General Meeting of Shareholders called in 2021 to approve the financial
statements for the financial year ending on 31 December
2020, and
notes that Benoit Hérault has stated that he meets all
the conditions required in law and by the regulations.
Tenth Resolution (Resignation of Mr. Benoit
Ghiot and appointment of Riverside Management s.p.r.l. as Director)
takes note of the resignation of Mr Benoit Ghiot for his
mandate as member of the Company’s Board of Directors,
effective at the close of this General Meeting,
resolves to appoint Riverside Management s.p.r.l, a
company governed by Belgian law, which has its registered
office at 275, avenue Parc d’Amée – 5100 Dave (Belgium),
and is registered with the Belgian Trade Registry under
No. 0603993759, as a new Director with effect from this General Meeting for a period of six years until the General
Meeting called in 2021 to approve the financial statements
for the financial year ending on 31 December 2020, and
notes that Benoît Ghiot, Riverside Management’s permanent representative for the same period of six years, has
by the regulations.
Eleventh Resolution (Approval of the appointment of Mr. Mehdi Bouchaara as a Director)
majority conditions required for Ordinary General Meetings, and having reviewed the minutes of the meeting of
the Company’s Board of Directors on 24 October 2014,
pursuant to which Mehdi Bouchaara was appointed as a
Director for the remaining term of his predecessor’s office,
i.e. until the General Meeting called in 2019 to approve
December 2018,
therefore approves the aforementioned appointment, in
accordance with Article 13 IV of the Company’s Articles of
Association.
Twelfth Resolution (Determination of the
amount of directors’ fees to be allocated to the
Board of Directors)
The General Meeting, voting under the quorum and ma-
jority conditions required for Ordinary General Meetings
and on the recommendation of the Board of Directors,
resolves to allocate a maximum overall annual amount
of directors’ fees of four hundred and sixty-five thousand
euros (€465,000) from the 2015 financial year (included)
onwards, in accordance with the provisions of Article L.
225-45 of the French Commercial Code, on the understanding that the task of dividing the directors’ fees between
the Directors will be left to the Board of Directors, which
will be free to determine the amounts allocated to each
member at its own discretion.
Thirteenth Resolution (Appointment of a new
incumbent Statutory Auditor for the Company)
notes that the term of office of the Company’s incumbent
Statutory Auditor expires today, and therefore
resolves to appoint KPMG SA, a limited company with
share capital of € 5,497,100, which has its registered office
at 3 cours du Triangle – Immeuble Palatin – 92939 Paris
la Défense Cedex, registered with the Nanterre Trade and
Companies Register under No. 775 726 417, as the new
incumbent Statutory Auditor for a period of six (6) years
expiring at the end of the Ordinary General Meeting called
to approve the financial statements for the financial year
ending on 31 December 2020, and
notes that the new incumbent Statutory Auditor has accepted this appointment and meets all the conditions required in law and by the regulations in force.
Fourteenth Resolution (Appointment of a new
alternate Statutory Auditor for the Company)
notes that the term of office of the Company’s alternate
Statutory Auditor expires today, and therefore
resolves to appoint Salustro Reydel, a limited company
with share capital of € 3,824,000, which has its registered
office at 3 cours du Triangle – Immeuble Palatin – 92939
Paris la Défense Cedex, registered with the Nanterre Trade
and Companies Register under No. 652 044 371, as the new
alternate Statutory Auditor for a period of six (6) years expiring at the end of the Ordinary General Meeting called
notes that the new alternate Statutory Auditor has accepted this appointment and meets all the conditions required in law and by the regulations in force.
information
209
Fifteenth Resolution (Approval of the specific
commitment made to the Chief Executive Officer)
and having reviewed the Statutory Auditors’ special report
on the agreements referred to in Article L. 225-38 of the
French Commercial Code,
notes the conclusions of the aforementioned Statutory
Auditors’ report and approves, for all intents and purposes
and pursuant to Article L. 225-42-1 of the French Commercial Code, the commitment made to Jean-Noël Reynaud,
the Company’s Chief Executive Officer, set out in that report in respect of the payment in escrow of an amount of
two hundred and ninety-four thousand euros (€ 294,000)
by the Company in order to enable the payment of the
amounts relating to the GSC guarantee to Jean-Noël Reynaud, in accordance with the terms of his letter of appointment.
Sixteenth resolution (Opinion on the remuneration components payable or paid to Jean-Noël
Reynaud in his capacity as the Company’s Chief
Executive Officer)
having been consulted pursuant to the recommendation
in Paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, and having reviewed the Management Report
on this issue and taken cognizance of the fact that JeanNoël Reynaud’s office as the Company’s Chief Executive
Officer began on 5 May 2014,
issues a favourable opinion on the remuneration components payable or paid to Jean-Noël Reynaud in his capacity
as the Company’s Chief Executive Officer for the financial
Seventeenth Resolution (Authorisation granted
to the Board of Directors to perform transactions in the Company’s shares on the stock
exchange)
and having reviewed the report of the Board of Directors,
in accordance with the provisions of Articles L. 225-209
et seq. of the French Commercial Code and Regulation
2273/2003 issued by the European Commission on 22 December 2003,
authorises the Board of Directors to perform transactions in the Company’s shares on the stock exchange or
otherwise,
resolves that this authorisation is intended to enable the
Company to:
(i)
implement any stock option plan for the Company’s shares under the provisions of Articles L. 225-177 et
(ii) allot shares to employees as part of their participation in the benefits of the Company’s expansion, and
implement any corporate savings scheme under the conditions provided for in law, in particular Articles L. 3332-1 et
seq. of the French Labour Code;
(iii) allot bonus shares under the provisions of Articles
L. 225-197-1 et seq. of the French Commercial Code;
(iv) retain shares with a view to subsequently delivering them as payment or exchange as part of external
(v) deliver shares upon exercise of rights attached to
securities giving access to the Company’s share capital via
redemption, conversion, exchange, presentation of a warrant or in any other way;
(vi) cancel all or some of the shares, as part of a share
capital decrease, subject to the adoption of the 21st Resolution submitted to this General Meeting;
(vii) ensure liquidity or boost the secondary market in
Belvédère shares via an investment service provider, under
the terms of a liquidity agreement that complies with the
code of ethics recognised by the French Financial Markets
Authority; and
(viii) implement any market practice that might become accepted by the French Financial Markets Authority
and, more generally, to perform any transaction that complies with the regulations in force,
resolves that the number of shares purchased cannot result in an increase in the number of treasury shares held by
the Company above 10% of the total number of shares that
make up the share capital,
notes that the number of shares purchased by the Company with a view to holding and subsequently delivering
them either as payment or in exchange for other securities as part of a merger, demerger or contribution may not
exceed 5% of the Company’s share capital, in accordance
with statutory provisions,
resolves that the shares may be purchased via any means
and in compliance with the applicable stock exchange
regulations and the accepted market practices published
by the French Financial Markets Authority, and by using
any financial derivatives or options traded on regulated or
over-the-counter markets, provided that the latter means
do not contribute to a significant increase in the volatility
of the shares,
information
210
notes that the Company reserves the option of carrying
out block share purchases,
notes that the Company reserves the option of continuing to execute this share buyback programme during
periods of public tender or exchange offers involving its
equity securities,
resolves that the purchase unit price may not exceed
thirty-five euros (€ 35) and that, as a result, the maximum
theoretical amount that the Company would be likely to
pay in the event that it purchased shares at the maximum
unit price of thirty-five euros (€ 35) would amount to ninety-two million, seven hundred and three thousand, one
hundred and seventy euros (€ 92,703,170), based on the
maximum amount of 2,648,662 shares to be bought,
resolves that, in the event of a change in the share par
value, a capital increase via capitalisation of reserves and
the allotment of bonus shares, a stock split or reverse stock
split, a redemption or reduction of the share capital, a distribution of reserves or other assets and any other transactions involving equity capital, the prices set out above will
be adjusted via a multiplication coefficient equal to the
ratio between the number of shares comprising the share
capital prior to the transaction and the number of shares
following the transaction,
resolves that, in order to ensure the execution of this
authorisation, all powers will be granted to the Board of
Directors, with the option of further delegation, with a
view to implementing this authorisation and, in particular,
assessing the appropriateness of launching a buyback programme and determining the terms and conditions of that
programme, preparing and publishing the information circular relating to the implementation of the buyback programme, placing all orders on the stock exchange, entering
into all agreements, including for the purpose of keeping
the share purchase and sale ledgers, making any declarations to the French Financial Markets Authority and any
other body, completing any other formalities and, in general, doing everything that is required,
recalls that the Board of Directors will provide shareholders with the information relating to the execution of the
share purchase transactions authorised under this resolution in a special report presented to the Annual General
Meeting, including the number and price of the shares
purchased in this way for each purpose, and the volume
of the shares used for these purposes, together with any
reallocations for other purposes involving the shares, and
resolves that this authorisation will be granted for a period of eighteen (18) months from this General Meeting
and will invalidate any other delegation having the same
purpose.
7.4.2 Extraordinary General Meeting
Eighteenth Resolution (Change in the Company’s name and corresponding amendment to
the Company’s Articles of Association)
Meetings, and having reviewed the report of the Board of
Directors,
resolves to change the Company’s current name of “Belvédère” and to adopt the name of
“Marie Brizard Wine & Spirits”,
and accordingly resolves to amend Article 3 of the Company’s Articles of Association as follows:
information
211
Twentieth resolution (Updates and corresponding amendments to the Company’s Articles of
Association)
Directors,
resolves to update the Articles of Association in compliance with (i) the provisions of Article L. 233-9 of the
French Commercial Code and (ii) the provisions of Article
R. 225-85 of the said Code, and accordingly
resolves to amend
(i)
the fourth paragraph of Article 9 of the Articles
of Association as follows, on the understanding that the
remaining provisions of the article remain unchanged:
“The company name is:
Marie Brizard Wine & Spirits
The company name must be immediately preceded or
followed by the words “Société Anonyme” [limited company] or the initials “SA” followed by the amount of the
share capital on all deeds and documents issued by the
Company.”
Nineteenth resolution (Transfer of the registered office and corresponding amendment to the
Company’s Articles of Association)
Directors,
resolves to transfer the registered office to the following
address: 19, boulevard Paul Vaillant Couturier – 40, quai
Jean Compagnon – 94200 Ivry-sur-Seine, and accordingly
resolves to amend Article 4 of the Company’s Articles of
Association as follows:
“Any private individuals or legal entities that come to
hold an interest of at least 2.5% in the Company’s share
capital or voting rights, or a multiple of that percentage,
either directly or indirectly, on a stand-alone basis or in
concert, immediately or in the future, pursuant to an agreement or to a financial instrument listed in Article L. 211-1
of the French Monetary and Financial Code, and under the
conditions referred to in paragraphs 4 and 4bis of Article
L. 233-9 of the French Commercial Code, must inform the
Company within a timeframe of five (5) trading days via a
registered letter with request for acknowledgement of receipt sent to the registered office.”;
(ii) the last paragraph of Article 25 of the Articles of
Association as follows, on the understanding that the remaining provisions of the article remain unchanged:
“on the second business day prior to the General Meeting at midnight, Paris time”.
Twenty first resolution (Authorisation to be
granted to the Board of Directors to decrease
the share capital by cancelling treasury shares)
The General Meeting,
“The registered office is located at 19, boulevard Paul
Vaillant Couturier – 40, quai Jean Compagnon – 94200
Ivry-sur-Seine.
It may be transferred to any other location in the same
Department or any neighbouring Department via a simple
decision of the Board of Directors, subject to the approval
of this decision by the next Ordinary General Meeting,
and to anywhere else in France pursuant to a resolution of
the Extraordinary General Meeting of Shareholders.
In the event of a transfer decided by the Board of Directors, the Board is authorised to amend the Articles of
Association accordingly”.
voting under the quorum and majority conditions required for Extraordinary General Meetings, and
having reviewed the report of the Board of Directors
and the Statutory Auditors’ report, and
subject to the adoption of the Fourteenth Resolution
submitted to this General Meeting, which authorises the
Board of Directors to purchase shares in the Company under statutory terms and conditions, authorises the Board,
including an option of further delegation, to:
(i)
cancel the shares in the Company purchased as
the result of buybacks performed under the terms of Article L. 225-209 of the French Commercial Code, up to
a limit of 10% of the share capital for each twenty-four
(24)-month period, at any time and with no further formalities, in one or several instalments, on the understanding
that this limit applies to an amount of the Company’s share
capital that will be adjusted, where applicable, to take into
account transactions affecting the share capital subsequent
to this General Meeting,
information
212
Resolution B [Not approved by the Board of
Directors] (Revocation of Mr. Benoît Hérault as
Director)
decide to revoke Benoit Hérault of his functions of Director. Consequently, his mandate expires at the close of
(ii) decrease the share capital accordingly, allocating
the difference between the purchase value of the cancelled
shares and their par value to distributable share premiums
or reserves, and
Resolution C [Not approved by the Board of Directors] (Revocation of Mrs. Constance Benqué
as Director)
(iii) amend the Articles of Association accordingly and
complete any formalities required, and
resolves that this authorisation will be granted for a period of eighteen (18) months from the date of this General
Meeting and will invalidate, with effect from this Meeting,
the unused portions of any prior delegations having the
same purpose.
decide to revoke Constance Benqué of her functions of
Twenty second resolution (Powers to effect
formalities)
The general meeting of shareholders gives full power to
any bearer of an original, a copy or an excerpt of these minutes to make all legal and administrative formalities and
carry out all filings and any publicity required by law.
7.4.3 Resolutions requested by shareholders
Resolution A [Approved, as necessary, by the
Board of Directors, as it is the same as the sixth
resolution] (Appointment of DF Holding as a new
Director)
resolves to appoint DF Holding as a new Director for a
December 2020, and
regulations.
Resolution D [Not approved by the Board of
Directors] (Revocation of Mr. Benoît Ghiot as
Director)
decide to revoke Benoit Ghiot of his functions of Director. Consequently, his mandate expires at the close of this
General Meeting.
Resolution E [Not approved by the Board of Directors] (Revocation of Mrs. Christine Mondollot
as Director)
decide to revoke Christine Mondollot of her functions
of Director. Consequently, her mandate expires at the close
of this General Meeting.
Resolution F [Approved, as necessary, by the
Board of Directors, as it is the same as the fifth
resolution] (Appointment of Mr. Guillaume de
Belair as a new Director)
resolves to appoint Guillaume de Belair as a new Director for a period of six (6) years expiring at the end of the
Ordinary General Meeting of Shareholders called in 2021
notes that Guillaume de Belair has stated that he meets
Resolution G [Not approved by the Board of
Directors] (Appointment of Mr. Nicolas Gailly as
a new Director)
resolves to appoint Nicolas Gailly a new Director for a
December 2020, and
notes that Nicolas Gailly has stated that he meets all the
conditions required in law and by the regulations.
Resolution H [Not approved by the Board of Directors] (Appointment of Mr. Pierre Beuchet as a
new Director)
resolves to appoint Pierre Beuchet as a new Director for
a period of six (6) years expiring at the end of the Ordinary General Meeting of Shareholders called in 2021 to approve the financial statements for the financial year ending
on 31 December 2020, and
notes that Pierre Beuchet has stated that he meets all the
conditions required in law and by the regulations.
Resolution I [Not approved by the Board of Directors] (Appointment of Mr. Serge Heringer as
a new Director)
resolves to appoint Serge Heringer as a new Director for
a period of six (6) years expiring at the end of the Ordinary General Meeting of Shareholders called in 2021 to approve the financial statements for the financial year ending
on 31 December 2020, and
notes that Serge Heringer has stated that he meets all
the conditions required in law and by the regulations.
information
213
Resolution J [Approved by the Board of Directors] (Delegation granted to the Board of Directors to issue new share warrants of the Company, without preferential subscription rights, in
favor of holders of old share warrants that would
be transfered to the Company through a public
exchange offer)
Meetings, having considered the report of the Board of Directors and the special report of the auditors in accordance
with Articles L. 225-129, L.225-129-1, L.225-135, L.225-138
and L.228-91 and following of the French Commercial
Code:
1. delegates to the Board of Directors the powers to decide to issue, without preferential subscription rights for
shareholders, warrants of the Company’s shares (« Warrants 2015 »);
2. decides that the warrants will be issued in 2015 in
return for the surrender in exchange for securities transferred to the Company under a public exchange offer initiated by the Company under the conditions set out below,
and they will have the following characteristics:
share;
3. decides, in order to encourage the exercise of warrants before February 29, 2016, the holders who would
exercise their Warrants 2015 before that date would also
receive another free warrant, for each warrant exercised in
2015, a new warrant which would have the following characteristics (« Warrants 2023 »):
share;
4. decides to eliminate the shareholders’ preferential
subscription rights for Warrants 2015 issuance to existing warrant holders of the Company, namely the holders
o f Wa r r a n t s 2 0 0 4 ( B V D B S ) , B S A 2 0 0 6 ( B V D B R ) , B S A
Shareholder 1 (BVDBV ), BSA Shareholder 2 (BVDBW )
and BSA OS (BVDBX), who would have tranfered their
warrants through a public exchange offer initiated by the
Company for all of the existing warrants;
5. notes that, in accordance with the provisions of Article
L.225-132 of the French Commercial Code, this delegation
automatically entails, in favor of holders of Warrants 2015
and Warrants 2023, express waiver by shareholders of their
preferential right of the shares to which these warrants
would give right;
6. resolves that the nominal amount of capital increases
likely to be made under this delegation is set at:
- A maximum of eleven (11) million upon exercise of the
Warrants 2015,
- A maximum of eleven (11) million on exercise of the
Warrants 2023,
being specified that to these amounts would be added,
where applicable, the nominal amount of additional shares
to be issued, in accordance with the law and applicable
contractual provisions, to preserve the rights of holders of
securities convertible into shares of the Company;
7. decides that the exchange ratios of the Warrants 2015
against each strain existing warrants of the Company will
be determined by the Board in connection with the preparation of the public exchange offer and will be reviewed by
an independent expert mandated by the Company which
will provide an evaluation report, it being specified that
the transaction referred to this resolution will be subject to
an information note that will be subject to approval by the
AMF authority ;
8. resolves that the Board of Directors would have full
powers to implement, as provided by law and within the
limits set by this resolution, this delegation of powers, in
particular to:
- Determining the final characteristics of Warrants 2015
and Warrants 2023,
- Set the terms and conditions of the issues,
- Modify, where appropriate, in agreement with the holders of Warrants 2015 and / or Warrants 2023, all the characteristics after their issue,
- At its sole initiative, charge the costs of the capital increases to the amount of the premiums and deduct from
this amount the sums necessary to bring the reserve to one
tenth of the new capital after each capital increase,
- Generally, enter into all agreements, take all measures
and complete all formalities required for the issuance and
servicing of Warrants 2015 and Warrants 2023 and the exercise of the rights attached thereto;
9. decides that this delegation is granted for a period of
eighteen (18) months from this General Meeting.
Resolution K [Not approved by the Board of
Directors] (Amendment of Article 27 II of the
Articles of Association - Double voting rights)
Meetings, having considered the report of the Board of Directors, resolves to amend Article 27 of the Articles of Association on the introduction of a double voting right for
every share held for at least four years in order to benefit
from the legal system set up by the Florange Act:
information
214
« II - Voting rights attached to shares is proportionate
to the capital representative. The same par value, each
share capital or dividend shares is entitled to one vote.
Any holder of fully paid shares, which justifies to have
been registered in his name in accordance with the last
Code, enjoys the double voting rights provided by law.
Furthermore, in case of capital increase by incorporation
of reserves, profits or share premiums, the double voting
right is granted, on their issue, to registered shares allocated to a shareholder in respect of new shares for which
he enjoys this right.
Shares converted to bearer shares or whose ownership is
transferred loses the double voting right.
However, transfer through inheritance, liquidation of
community property between spouses or inter vivos gift to
a spouse or relative entitled to inherit does not lose the
right and do not interrupt the period mentioned in the last
Code. »
The General Meeting consequently decides to delete the
words «four (4) years» mentioned in Article 11 Vl.5 of the
Articles of Association that refer to this section 27.
Resolution L [Approved by the Board of Directors] (Revocation of Mrs. Rita Maria Zniber as
Director)
decide to revoke Rita Maria Zniber of her functions of
Resolution M [Approved by the Board of Directors] (Revocation of Mr. Jacques Bourbousson
as Director)
decide to revoke Jacques Bourbousson of his functions
of Director. Consequently, his mandate expires at the close
of this General Meeting.
Resolution N [Approved by the Board of Directors] (Revocation of Mr. Mehdi Bouchaara as
Director)
decide to revoke Mehdi Bouchaara of his functions of
Director. Consequently, his mandate expires at the close of
information
215
Director: Approved (92.6 % favorable votes)
It is reminded that the Board of Directors of 2 June
2015 decided to change the agenda and the resolutions published in the « BALO » on 22 May 2015, in particular
concerning the appointments within the Board of Directors.
Seventh Resolution: Resignation and appointment of
Mrs Christine Mondollot as Director: Approved (96.2 %
favorable votes)
Resolution O (Appointment of Mr. Jean-Pierre
Cayard as a new Director)
resolves to appoint Jean-Pierre Cayard as a new Director for a period of six (6) years expiring at the end of the
Ordinary General Meeting of Shareholders called in 2021
notes that Jean-Pierre Cayard has stated that he meets
7.5 Resolution voting results
for the Combined General Meeting held on 30 Juin
2015
7.5.1 Ordinary General Meeting
First Resolution: Approval of the Company financial
statements for the year ended 31 December 2014: Approved (99.4 % favorable votes)
Second Resolution: Approval of the consolidated financial statements for the financial year ended 31 December
2014: Approved (99.5 % favorable votes)
Third Resolution: Appropriation of earnings for the financial year: Approved (99.6 % favorable votes)
Fourth Resolution: Approval of the agreements referred
to in Article L. 225-38 of the French Commercial Code: Approved (91.1 % favorable votes)
Fifth Resolution: Approval of the appointment of Mr.
Guillaume de Belair as a new Director: Approved (74.5 %
favorable votes)
Sixth Resolution: Appointment of DF Holding as a new
Eighth Resolution: Resignation and appointment of
Mrs Constance Benqué as Director: Approved (96.1 % favorable votes)
Ninth Resolution: Resignation and appointment of Mr
Benoit Hérault as Director: Approved (96.2 % favorable
votes)
Tenth Resolution: Resignation of Mr Benoit Ghiot and
appointment of Riverside Management s.p.r.l. as Director:
Approved (95.6 % favorable votes)
Eleventh Resolution: Approval of the appointment of
Mehdi Bouchaara as a Director: Approved (91.6 % favorable votes)
Twelfth Resolution: Determination of the amount of
directors’ fees to be allocated to the Board of Directors:
Thirteenth Resolution: Appointment of a new incumbent Statutor y Auditor for the Company : Approved
(99.2 % favorable votes)
Fourteenth Resolution: Appointment of a new alternate
Statutory Auditor for the Company: Approved (99.3 % favorable votes)
Fifteenth Resolution: Approval of the specific commitment made to the Chief Executive Officer: Approved
Sixteenth resolution: Opinion on the remuneration
components payable or paid to Jean-Noël Reynaud in his
capacity as the Company’s Chief Executive Officer: Approved (94.0 % favorable votes)
Seventeenth Resolution: Authorisation granted to the
Board of Directors to perform transactions in the Company’s shares on the stock exchange: Approved (93.4 %
favorable votes)
7.5.2 Extraordinary General Meeting
Eighteenth Resolution: Change in the Company’s name
and corresponding amendment to the Company’s Articles
of Association: Approved (99.5 % favorable votes)
Nineteenth resolution: Transfer of the registered office
and corresponding amendment to the Company’s Articles
of Association: Approved (99.5 % favorable votes)
Twentieth resolution: Updates and corresponding
amendments to the Company’s Articles of Association:
Twenty first resolution: Authorisation to be granted
to the Board of Directors to decrease the share capital by
cancelling treasury shares: Approved (98.1 % favorable
votes)
Twenty second resolution: Powers to effect formalities:
7.5.3 Resolutions requested by shareholders
Resolution B: Revocation of Mr. Benoît Hérault as Director: Rejected (5,0 % favorable votes)
Resolution C: Revocation of Mrs. Constance Benqué as
Director: Rejected (4,4 % favorable votes)
Resolution D: Revocation of Mr. Benoît Ghiot as Director: Rejected (4,5 % favorable votes)
Resolution E: Revocation of Mrs. Christine Mondollot
as Director: Rejected (4,4 % favorable votes)
Resolution I: Appointment of Mr. Serge Heringer as a
new Director: Approved (65,7 % favorable votes)
Resolution J: Delegation granted to the Board of Directors to issue new share warrants of the Company, without
preferential subscription rights, in favor of holders of old
share warrants that would be transfered to the Company
through a public exchange offer: Approved (84.0 % favorable votes)
Resolution K: Amendment of Article 27 II of the Articles of Association - Double voting rights: Rejected
Resolution L: Revocation of Mrs. Rita Maria Zniber as
Director: Rejected (16.5 % favorable votes)
Resolution N: Revocation of Mr. Mehdi Bouchaara as
Director: Rejected (16.7 % favorable votes)
Resolution O: Appointment of Mr. Jean-Pierre Cayard
as a new Director: Approved (92.6 % favorable votes)
information
216
information
217
8
PERSON RESPONSIBLE FOR THE
REGISTRATION DOCUMENT
8.1 Person responsible for
the Registration Document
2012 Registration Document - report on the 2012 consolidated financial statements; on page 135 of the 2013 Registration Document - report on the 2013 consolidated financial statements and on page 127 of the present 2014
Registration Document - report on the 2014 consolidated
financial statements.
Jean-Noël Reynaud, Managing Director of Marie Brizard Wine & Spirits.
These reports contain the following reservations, observations and conclusions:
8.2 Declaration by the person responsible for the Registration Document
“I hereby declare, after having taken all reasonable measures to this effect, that the information contained in the
present Registration Document is, to my knowledge, a reflection of the true situation and contains no omission of
such a nature as to alter the scope thereof.
I have obtained from the statutory auditors a letter of
completion in which they state that they have verified the
information concerning the financial position and the financial statements provided in the present Registration
Document and have read the entire Registration Document.
The statutory auditors issued reports on the historical
financial information included in this Registration Document. These reports are to be found on page 133 of the
- the report on the consolidated financial statements for
the year ended 31 December 2012 contains a reservation
concerning various inadequacies in the organisation and
the operation of the accounting and financial processes involved in the internal control mechanism of the Belvédère
Group. This reservation was also formulated in the reports
on the consolidated financial statements for the 2008, 2009,
2010 and 2011 financial years. The report specifies that the
situation had not changed since 2011 and remained liable
to affect the exhaustive identification of the commitments
entered into by the Group as well as the risks and due recognition thereof in the published accounting and financial
information.
This report further indicates that, pending the final
court decisions, there is a doubt at present concerning
the court approvals and the final terms of the implementation of the rehabilitation and business continuity plans,
the terms and conditions of the debt repayment and the
impact of the foregoing on the consolidation scope, the
valuation of assets, the amount of liabilities, the financing
structure and, if applicable, the continuity of the operations of the Company and its Subsidiaries. Consequently,
the report states that the valuation of the Group’s assets
and liabilities, based on the assumption that all of these
Group entities will continue to operate as going concerns
for the next 12 months, may not be appropriate if all or
some of the decisions of the Extraordinary General Meeting are annulled and/or if the court judgements already
delivered or to be delivered within the framework of approval proceedings concerning the various rehabilitation
plans relating to the Company and its subsidiaries are
unfavourable or if, after the financial restructuring, all or
some of the Group entities are unable to finance their commitments undertaken within the framework of the various
plans and their operations.
This report also states that the management report does
not include the social and environmental information required under Article L. 225-102-1 of the French Commercial Code.
the year ended 31 December 2013 contains a reservation
concerning inadequacies in the organisation and the operation of the accounting and financial processes involved
in the internal control mechanism of the Belvédère Group.
The report states that, despite the appointment of independent directors during the year, the establishment of an
audit committee and the introduction of cash management
monitoring procedures, the current procedures relating to
the financial control of the subsidiaries and preparation of
the financial statements are still inadequate at present. The
report states that, inter alia, this situation is liable to affect
the exhaustive identification of the commitments entered
into by the Group and the due recognition thereof in the
published accounting and financial information.
the year ended 31 December 2014 contains observations on
the note 1.1 linkek to «Work conducted on strengthening
the organization and operation of financial and accounting
procedures contributing to the control », items that meet
the shortcomings that had led the auditors to enter a reservation in their reports from previous years; on paragraphs
2 and 3 of the note 1.2 respectively exposing changes made
to the presentation of the consolidated income statement
and the new mandatory standards; on the note 4.4 that
describes the particular charges related to the financial restructuring of the group and finally on the note 7.2 which
describes the main potential litigation and liabilities and in
particular the dispute between various Group companies
to the tax authorities.
Finally, it is clarified that this Registration Document
contains the interim consolidated financial statements at
30 June 2015, financial information covered by a statutory auditors’report, appearing on page 158 , and containing
an observation on the Note 27 which describes the main
potential litigation and liabilities and in particular the dispute between various Group companies to the tax authorities. ”
14 October 2015
Jean-Noël Reynaud
Managing Director
information
218
8.3 Documents incorporated by reference
I n accordance with Ar ticle 28 of (EC ) R egulation
809/2004 issued by the European Commission on 29 April
2004, this Registration Document incorporates the following information by reference:
- with respect to the financial year ended 31 December
2012: the consolidated financial statements included in
Section 5.1 of the 2012 Registration Document, the Statutory Auditors’ report on the consolidated financial statements included in Section 5.2 of the 2012 Registration
Document, the Statutory Auditors’ special report on the
regulated agreements and undertakings shown in Section
6.3.3 of the 2012 Registration Document, the report of the
Chairman of the Board of Directors, and the Statutory Auditors’ report on the report of the Chairman of the Board
of Directors included in Sections 6.5.1 and 6.5.2 of the
- with respect to the financial year ended 31 December
2013: the consolidated financial statements included in
Section 5.1 of the 2013 Registration Document, the Statutory Auditors’ report on the consolidated financial statements included in Section 5.2 of the 2013 Registration
Document, the Statutory Auditors’ special report on the
regulated agreements and undertakings shown in Section
6.3 of the 2013 Registration Document, the report of the
Chairman of the Board of Directors, and the Statutory Auditors’ report on the report of the Chairman of the Board
of Directors included in Sections 6.5.1 and 6.5.2 of the
8.4 Documents
available to the public
The Company’s founding and updated Articles of Association, Statutory Auditors’ reports for the last three financial years and other company documents required by
current regulations may be consulted at the Company’s
headquarters, 19, boulevard Paul Vaillant Couturier – 40,
quai Jean Compagnon – 94200 Ivry-sur-Seine.
The sec tion entitled “Regulator y Publications” on
the Company’s Internet site is available at the following
address: http://www.belvedere.fr/.
This space contains the regulatory information circulated by the Company in application of the provisions of
Articles 221-1 ff. of the General Regulation of the AMF.
219
APPENDIX
R E G I S T R AT I O N D O C U M E N T C R O S S R E F E R E N C E
TA B L E R E G A R D I N G A P P E N D I X I O F CO M M I S S I O N
REGULATION («DIRECTIVE PROSPECTUS»)
CHAPTER 1
CHAPTER 6
PERSONS RESPONSIBLE
BUSINESS OVERVIEW
1.1 / Person responsible for the Registration Document
→ See paragraph 8.1
1.2 / Declaration by the person responsible for the Registration Document
CHAPTER 2
6.1 / Principal activities of the Company
→ See paragraphs 1.4 & 1.5
6.2 / Principal markets of the Company
6.3 / Influence of exceptional factors
6.4 / Possible dependency linked to material patents, licences and
industrial contracts
6.5 / Competitive environment and positioning in the business
sector of the Company
→ See paragraphs 2.1 & 2.4 bis
STATUTORY AUDITORS
2.1 / Incumbent and alternative statutory auditors
→ See paragraph 2.10.5
2.2 / Resignation or appointment of statutory auditors
CHAPTER 7
ORGANISATION STRUCTURE
CHAPTER 3
SELECTED FINANCIAL INFORMATION
3.1 / Selected annual financial information
3.2 / Selected intermediary financial information
→ See paragraph 2.2 bis
7.1 / Brief description of the Group structure
7.2 / List of subsidiaries of the Company
CHAPTER 8
PROPERTIES, PLANTS AND EQUIPMENTS
CHAPTER 4
RISK FACTORS
4 / Risk factors linked to Company’s businesses
8.1 / Existing or planned material tangible fixed assets
8.2 / Environmental issues that may affect the issuer’s utilisation
of its tangible fixed assets
CHAPTER 5
INFORMATION ABOUT THE ISSUER
5.1 / History and development of the issuer
5.2 / Investments
CHAPTER 9
OPERATING AND FINANCIAL REVIEW
9.1 / Financial situation
→ See paragraphs 2.2.1 & 2.2.1 bis
9.2 / Operating results
220
CHAPTER 10
CHAPTER 16
CAPITAL RESOURCES
BOARD PRACTICES
10.1 / Issuer’s capital resources
10.2 / Sources and amounts of cash flows
→ See paragraph 2.2.3 & 2.2.2 bis
10.3 / Borrowing requirements and funding structure
10.4 / Restrictions on the use of capital resources
→ Not applicable
10.5 / Anticipated sources of funds
→ See paragraph 2.6.3 16.1 / Offices of members of the administrative, management and
supervisory bodies of the Company
16.2 / Service contracts between members of the Board of the
Company and any of its subsidiaries
16.3 / Information on board committees
16.4 / Corporate governance principles
CHAPTER 11
RESEARCH AND DEVELOPMENT, PATENTS AND
LICENCES
11.1 / Research and development
11.2 / Patents, licences and trademarks
CHAPTER 12
CHAPTER 17
EMPLOYEES
17.1 / Number of employees
→ See paragraphs 2.8.1 & 2.8 bis
17.2 / Sharholdings and stock options held by managers and
members of the administrative, management and supervisory
bodies
17.3 / Employee share ownership agreement
TREND INFORMATION
12.1 / Significant trends since 1st January 2015
12.2 / Major commitments or events likely to have a material
effect on the Group’s prospects
CHAPTER 13
PROFIT FORECASTS OR ESTIMATES
13 / Profit forecasts or estimates
→ Not applicable
CHAPTER 14
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
14.1 / Administrative and management bodies
14.2 / Administrative and management bodies’ conflicts of interest
CHAPTER 15
REMUNERATION AND BENEFITS
15.1 / Amount of remuneration paid and benefits in kind granted
15.2 / Amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits
CHAPTER 18
MAJOR SHAREHOLDERS
18.1 / Shareholders
→ See paragraphs 2.9.2 & 6.3
18.2 / Voting rights to the main shareholders
18.3 / Control of the issuer
→ See paragraphs 2.9.2 & 6.3.3
18.4 / Arrangements that could result in a change of control of
the issuer
CHAPTER 19.
RELATED PARTY TRANSACTIONS
19.1 / Related party transactions descriptions
19.2 / Statutory auditors report on related party transactions
221
CHAPTER 20.
FINANCIAL INFORMATION CONCERNING THE
ISSUER’S ASSETS AND LIABILITIES, FINANCIAL
POSITION, PROFITS AND LOSSES
20.1 / Historical financial information
→ Not included
20.2 / Pro forma financial information
→ Not applicable
20.3 / Consolidated financial statements
20.4 / Auditing of consolidated financial statements
20.5 / Age of the latest financial information
→ 30 June 2015
20.6 / Interim and other financial information
20.7 / Dividend policy
20.8 / Legal and arbitration proceedings
20.9 / Significant change in the issuers’s financial or trading
position
CHAPTER 21.
ADDITIONAL INFORMATION
21.1 / Share capital
21.2 / Memorandum and Articles of Association
CHAPTER 22.
IMPORTANT CONTRATS
22 / Important contrats
CHAPTER 23.
THIRD PARTY INFORMATION, STATEMENT BY
EXPERTS AND DECLARATION OF INTEREST
23 / Third party information, statement by experts and declaration of interest
→ Not applicable
CHAPTER 24.
DOCUMENTS ON DISPLAY
24 / Documents available for the public
CHAPTER 25.
INFORMATION ON HOLDINGS
25.1 / Holding and its subsidiaries
of the
G roup
222

availability of the 2014 reference document

Transcription

Similar documents

CMKM DIAMONDS, INC.

2015 Agriculture Federal Credit Union (AgFed) Board of Directors

PDF

Page 1 Juty ea Z0tt kb filb $srmilncls Amrai,ul €t ffiEIS*ES roR ffi ffi

Liability Waiver - Sawtooth-GBO -

X monitor /

January 2014 Newsletter - Fresno Police Department Credit Union

Principles governing the provision of our homes

FOL-1-FORMA 2 - Service Alberta

View Report - Financial Center Credit Union