TIDMCINE
RNS Number : 0992C
Cineworld Group plc
17 January 2018
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WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION
AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION
WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE
ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED
BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 January 2018
CINEWORLD GROUP PLC
FULLY UNDERWRITTEN RIGHTS ISSUE RAISING PROCEEDS OF GBP1.7
BILLION IN CONNECTION WITH THE PROPOSED ACQUISITION OF REGAL
ENTERTAINMENT GROUP
On 5 December 2017, Cineworld Group plc ("Cineworld" or the
"Company") and Regal Entertainment Group ("Regal") announced that
they had reached agreement on the terms of a proposal for Cineworld
to acquire, for cash, the entire issued and to be issued share
capital of Regal (the "Acquisition") (Cineworld and Regal together,
the "Enlarged Group"). The Acquisition will be at a price of
US$23.00 per Regal share, which values the entire issued and to be
issued share capital of Regal at US$3.6 billion (GBP2.6 billion),
with an implied enterprise value of US$5.8 billion (GBP4.2
billion).
Today, Cineworld announces a fully underwritten rights issue,
which is intended to raise proceeds of approximately GBP1.7 billion
to be used to fund part of the cash consideration for the
Acquisition (the "Rights Issue").
The Rights Issue will result in the issue of 1,095,662,872 new
ordinary shares (representing 400 per cent. of the existing issued
share capital of Cineworld and 80 per cent. of the enlarged issued
share capital immediately following completion of the Rights Issue)
(the "New Ordinary Shares"). The Rights Issue will be on the
following basis:
4 New Ordinary Shares at 157 pence per New Ordinary Share for
every 1 Existing Ordinary Share
Details of the Rights Issue
Pursuant to the Rights Issue, the Company is proposing to offer
4 New Ordinary Shares by way of rights to holders of Cineworld
ordinary shares as at the close of business on 31 January 2018 (the
"Record Date") ("Qualifying Shareholders"). The offer is to be made
at 157 pence per New Ordinary Share (the "Rights Issue Price"),
payable in full on acceptance by no later than 11.00 a.m. on 19
February 2018. The Rights Issue is expected to raise gross proceeds
of approximately GBP1.7 billion. The Rights Issue Price represents
a discount of approximately 34 per cent. to the Theoretical
Ex-Rights Price based on the closing middle-market price of 563.5
pence per Existing Ordinary Share (as defined below) on 16 January
2018 (being the last business day before the announcement of the
terms of the Rights Issue).
The New Ordinary Shares, when issued and fully paid, will rank
parri passu in all respects with the ordinary shares in issue
immediately prior to the Rights Issue (the "Existing Ordinary
Shares"), including the right to receive any dividends or
distributions made, paid or declared after the date of the issue of
the New Ordinary Shares. Applications will be made to the FCA and
to the London Stock Exchange for the New Ordinary Shares to be
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange's main market for listed
securities ("Admission"). It is expected that Admission will occur
and that dealings in the New Ordinary Shares (nil paid) will
commence on the London Stock Exchange at 8.00 a.m. on 5 February
2018.
Global City Holdings B.V. (the "Major Shareholder"), which holds
in aggregate 76,626,344 Ordinary Shares as at the Latest
Practicable Date (representing 28 per cent. of the Company's
existing issued ordinary share capital) has agreed to take up its
full pro rata entitlement under the terms of the Rights Issue, in
order to maintain its shareholding in Cineworld and, following
completion of the Acquisition ("Completion"), the Enlarged
Group.
The Rights Issue has been fully underwritten by Barclays Bank
PLC ("Barclays"), HSBC Bank plc ("HSBC") and Investec Bank plc
("Investec") (Barclays, HSBC and Investec together, the
"Underwriters").
Due to its size, the Acquisition is classed as a reverse
takeover under the Listing Rules of the Financial Conduct Authority
(the "Listing Rules") and accordingly it is conditional on, amongst
other things, the approval of Cineworld's shareholders at a general
meeting of the Company which is to be held on 2 February 2018 (the
"General Meeting"). Shareholders will be asked to vote in favour of
resolutions to approve the Acquisition and to authorise the Company
to proceed with the Rights Issue (as defined below) (the
"Resolutions"). A notice of the General Meeting will be released
with the combined class 1 circular and prospectus (the
"Prospectus"), which is expected to be published today, subject to
approval by the UK Listing Authority. The Cineworld Directors
consider that the Resolutions are in the best interests of
Cineworld and its shareholders and unanimously recommend that
shareholders vote in favour of the Resolutions.
Analyst / Investor enquiries:
Cineworld
Israel Greidinger
Nisan Cohen +44 (0)20 8987 5000
Barclays (Joint Financial Adviser, Joint Underwriter, Joint
Global Coordinator and Joint Corporate Broker to Cineworld)
Makram Azar
Daniel Ross
Mark Astaire
James Colburn +44 (0)20 7623 2323
HSBC (Joint Financial Adviser, Joint Underwriter, Joint Global
Coordinator to Cineworld)
Philip Noblet
Noam Kleinfeld
James Thomlinson
Mark Dickenson
Sam Barnett +44 (0)20 7991 8888
Investec (Sponsor, Joint Underwriter, Joint Bookrunner and Joint
Corporate Broker to Cineworld)
Chris Sim
George Price
Jonathan Wynn
Robert Baker +44 (0)20 7597 4000
Media enquiries:
Powerscourt (Public Relations Adviser to Cineworld)
Nick Dibden
Rob Greening
Lisa Kavanagh +44 (0)20 7250 1446
Notes to editors
About Cineworld Group plc
Cineworld Group plc was founded in 1995 and listed its shares on
the London Stock Exchange in May 2007. The Company has grown
through expansion and by acquisition to become one of the leading
cinema groups in Europe. Cineworld currently operates 2,217 screens
across 232 sites in the UK and Ireland, Poland, the Czech Republic,
Slovakia, Hungary, Bulgaria, Romania and Israel.
CINEWORLD GROUP PLC
PROPOSED ACQUISITION OF REGAL ENTERTAINMENT GROUP AND FULLY
UNDERWRITTEN RIGHTS ISSUE
Introduction
On 5 December 2017, Cineworld and Regal announced that they had
reached agreement on the terms of a proposal for Cineworld to
acquire, for cash, the entire issued and to be issued share capital
of Regal. The Acquisition will be at a price of US$23.00 per Regal
share, which values the entire issued and to be issued share
capital of Regal at US$3.6 billion (GBP2.6 billion), with an
implied enterprise value of US$5.8 billion (GBP4.2 billion).
Today, Cineworld announces a fully underwritten rights issue,
which is intended to raise proceeds of approximately GBP1.7 billion
to be used to fund part of the cash consideration for the
Acquisition.
The Rights Issue will result in the issue of 1,095,662,872 New
Ordinary Shares (representing approximately 400 per cent. of the
existing issued share capital of Cineworld and 80 per cent. of the
enlarged issued share capital immediately following completion of
the Rights Issue) on the basis of a 4 for 1 Rights Issue at 157
pence per New Ordinary Share.
Dealings in the New Ordinary Shares (nil paid) are expected to
commence at 8.00 a.m. on 5 February 2018, the first trading day
after the General Meeting to be held on 2 February 2018 at which
Cineworld shareholders will be asked to approve the Acquisition and
the Rights Issue.
The notice of the General Meeting and related form of proxy are
being circulated to shareholders today subject to approval by the
UK Listing Authority, and, in accordance with Listing Rule 9.6.1 of
the FCA Listing Rules, the Prospectus (including the notice of
General Meeting) will be submitted to the National Storage
Mechanism where they will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Background to and reasons for the Rights Issue
The Acquisition will be financed in part by the Rights Issue,
and in part by additional Cineworld debt facilities of US$4.0
billion. 1,095,662,872 New Ordinary Shares will be issued,
providing approximate net proceeds (after costs and expenses
associated with the Rights Issue) of GBP1.7 billion to be used to
finance the Acquisition. The additional debt facilities, as well as
financing the balance of the cash consideration for the
Acquisition, will in part also be used to pay other costs and
expenses incurred in connection with the Acquisition, to finance
the integration costs of the Acquisition and to refinance all of
the existing debt of Cineworld and Regal.
The Rights Issue has been fully underwritten by Barclays, HSBC
and Investec.
Current trading and prospects
Cineworld has today published a trading update for FY 2017, the
details of which are set out below.
Revenue movements for the year were as follows:
Actual Constant Currency
------------------------------ ------------------------------
Group UK & Ireland ROW(1) Group UK & Ireland ROW(1)
------ ------------- ------- ------ ------------- -------
Total Revenue 11.6% 5.9% 20.8% 7.9% 5.9% 10.9%
Box Office 10.3% 6.3% 17.7% 6.9% 6.3% 8.0%
Retail 15.6% 7.1% 29.2% 11.8% 7.1% 18.8%
Other Income 10.3% 1.1% 19.3% 5.8% 1.1% 10.1%
1. ROW is defined as Rest of the World and includes Poland,
Hungary, Israel, Romania, Czech Republic, Bulgaria and
Slovakia.
Admissions in both the UK & Ireland and the ROW increased
compared with the prior year. Growth has been driven by the
expansion of our estate, the improved results from the ongoing
refurbishment programme and the continued roll-out of our premium
formats. The highest grossing films for the year in the UK were
"Beauty and the Beast", "Star Wars: The Last Jedi" and "Dunkirk".
Locally produced films continued to perform well across the ROW,
especially in Poland where "Listy Do Movie 3" and "Botoks" were the
top performing films for the year.
Retail revenue showed strong growth of 15.6% (11.8% constant
currency), particularly in the ROW with growth of 29.2% (18.8%
constant currency). Retail revenue is a function of admissions,
economic and spending trends in each local market and was
positively impacted by the expansion of the Group's retail
offerings. The Group opened five Starbucks sites and three VIP
sites in 2017 bringing the total to 29 Starbucks sites and 12 VIP
sites at 31 December 2017. For the Group, Other Income growth has
primarily been driven by the ROW, with growth in both the
advertising and distribution income streams.
The Group made significant progress with its expansion and
refurbishment programme. At the end of 2017 the Group operated 232
sites with 2,217 screens. This includes nine sites (110 screens)
opened during 2017, four in the UK and five in the ROW, as well as
the Empire Newcastle site (16 screens) acquired in June 2017. The
Group proactively managed the existing estate through its
refurbishment and selective site closure programme. During the year
four refurbishments were completed in the UK, (Hemel Hempstead,
Ipswich, Northampton and Solihull) and two in Poland (Arkadia and
Mokotow). There are a number of sites currently under refurbishment
including at Leicester Square and The O2 in London. Four of the
Group's smaller sites were closed during the year, three in the UK
and one in Hungary.
The Group continued with its strategy to invest in technology
and be leaders in the industry, with 11 4DX screens, 2 Superscreens
and 2 IMAX screens opened during the year. At the end of 2017 the
Group had a total of 38 4DX screens, 35 IMAX screens and 11
Superscreens.
There is a strong film slate for 2018 which includes "Jurassic
World: Fallen Kingdom", "Fantastic Beasts: The Crimes of
Grindelwald", "Avengers: Infinity War", "The Incredibles 2", "Mamma
Mia! Here We Go Again" "Solo: A Star Wars Story", "Deadpool 2",
"Fifty Shades Freed" and "Mary Poppins Returns".
After a successful outcome in 2017 the Group is positioned well
for another year of progress in 2018.
Regal has published a trading update covering the same period on
16 January 2018.
Regal Financial Information
For financial information on Regal, please refer to the
Prospectus expected to be published later today, including in
particular section 4 of Part I "Letter from the Chairman", Part VII
"Operating and Financial Review of Regal" and Part IX "Historical
Financial Information relating to Regal".
Principal terms and conditions of the Rights Issue
Cineworld is proposing to raise approximately GBP1.7 billion
(net of expenses) pursuant to the Rights Issue. The Rights Issue is
being fully underwritten by the Underwriters pursuant to the terms
of an underwriting agreement entered into between the Company and
the Underwriters dated 5 December 2017 (the "Underwriting
Agreement"). The Rights Issue Price of 157 pence per New Ordinary
Share represents a 72 per cent. discount to the closing middle
market price of Cineworld of 563.5 pence per Ordinary Share on 16
January 2018, the last business day prior to the announcement of
the Rights Issue and a 34 per cent. discount to the Theoretical
Ex-Rights Price of 238.3 pence per New Ordinary Share calculated by
reference to the closing middle market price on the same basis.
Subject to the fulfilment of, among other things, the conditions
set out below, the Company will offer 1,095,662,872 New Ordinary
Shares to Qualifying Shareholders at a Rights Issue Price of 157
pence per New Ordinary Share, payable in full on acceptance. The
Rights Issue will be offered on the basis of:
4 New Ordinary Shares for every 1 Existing Ordinary Share
held on the Record Date, and so in proportion to any other
number of Existing Ordinary Shares then held and otherwise on the
terms and conditions set out in the Prospectus.
New Ordinary Shares will be provisionally allotted (nil paid) to
all Qualifying Shareholders, including shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom ("Overseas Shareholders"). However,
subject to certain exceptions, provisional allotment letters (the
"Provisional Allotment Letters") will not be sent to Qualifying
non-CREST Shareholders with registered addresses, or who are
resident in or located, in the United States, Canada, Australia,
Hong Kong, Japan and any other jurisdiction where the extension or
availability of the Rights Issue would breach any applicable law or
regulation (the "Excluded Territories"), nor will the CREST stock
account of Qualifying CREST Shareholders with registered addresses,
or who are resident or located, in the United States or the other
Excluded Territories be credited with nil paid rights.
The offer of nil paid rights or fully paid rights pursuant to
Qualifying Shareholders who have no address in an EEA state and who
have not given to the Company an address in an EEA state for the
serving of notices, will (subject to the other conditions of the
Rights Issue) be made by the Company causing a notice to be
published in the London Gazette on 5 February 2018 stating where
copies of the Prospectus and the Provisional Allotment Letters may
be obtained or inspected on personal application by or on behalf of
such Qualifying Shareholders. Any person with a registered address,
or who is resident or located, in the United States or any of the
other Excluded Territories who obtains a copy of the Prospectus or
a Provisional Allotment Letter is required to disregard them,
except with the consent of the Company.
However, in order to facilitate acceptance of the offer made to
such Qualifying Shareholders by virtue of such publication,
Provisional Allotment Letters will also be posted to Qualifying
Shareholders who are Overseas Shareholders (other than, subject to
certain exceptions, to those with registered addresses in, or who
are resident in, the United States or any of the other Excluded
Territories). Such shareholders, if it is lawful to do so, may
accept the offer of nil paid rights or fully paid rights either by
returning the Provisional Allotment Letter posted to them in
accordance with the instructions set out therein or, subject to
surrendering the original Provisional Allotment Letter posted to
them, by obtaining a copy thereof from the place stated in the
notice and returning it in accordance with the instructions set out
there. Similarly, nil paid rights are expected to be credited to
the CREST stock account of Qualifying CREST Shareholders who are
Overseas Shareholders (other than, subject to certain exceptions,
those with registered addresses, or who are resident in, the United
States or any of the other Excluded Territories).
The Company reserves the right to permit any Qualifying
Shareholder to take up its, his or her rights if the Company in its
sole and absolute discretion is satisfied that the transaction in
question will not violate applicable laws.
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares.
The Rights Issue is conditional, among other things, upon:
(a) the passing of the Resolutions at the General Meeting without material amendment;
(b) the Company having applied to Euroclear for admission of the
Nil Paid Rights and Fully Paid Rights to CREST as participating
securities, and no notification having been received from Euroclear
on or before Admission of the New Ordinary Shares that such
admission or facility for holding and settlement has been or is to
be refused;
(c) Admission of the New Ordinary Shares becoming effective by
not later than 8.00 a.m. on 5 February 2018 (or such later time
and/or date as the Underwriters and the Company may agree, or as
may be otherwise provided for pursuant to the terms of the
Underwriting Agreement); and
(d) the Underwriting Agreement becoming unconditional in all
respects (save for the condition relating to Admission of the New
Ordinary Shares) and not having been rescinded or terminated in
accordance with its terms prior to Admission of the New Ordinary
Shares.
Applications will be made for the New Ordinary Shares to be
admitted to listing on the premium listing segment of the Official
List and to trading on the London Stock Exchange's main market for
listed securities. It is expected that Admission of the New
Ordinary Shares will become effective and dealings in the New
Ordinary Shares will commence at 8.00 a.m. on 5 February 2018.
The Rights Issue is not conditional on Completion. The Rights
Issue may therefore complete while the Acquisition does not. In the
event that Admission of the New Ordinary Shares is effected but
Completion does not occur, the Cineworld Directors' current
intention is that the proceeds of the Rights Issue will be applied
to reducing the Company's net indebtedness on a short term basis
while the Cineworld Directors evaluate alternative uses of the
funds. If no such uses can be found, the Cineworld Directors will
consider how best to return the proceeds to shareholders. Such a
return could carry fiscal costs for certain shareholders, will have
costs for Cineworld and would be subject to applicable securities
laws.
The Major Shareholder, who holds in aggregate 76,626,344
Existing Ordinary Shares as at the Latest Practicable Date
(representing 28 per cent. of the Company's existing issued
ordinary share capital) has agreed to take up its rights in full in
respect of the New Ordinary Shares to which it is entitled. In
support of its commitment, the Major Shareholder has entered into
certain financing arrangements, including a margin loan facilities
agreement, and a co-investment agreement with a sovereign wealth
fund.
Dividend and dividend policy
For FY 2016, Cineworld paid a dividend of 19.0 pence per share
(2015: 17.50 pence per share), representing an 8.6 per cent.
increase on the level in 2015. For the six month period ended 30
June 2017, the Company has paid an interim dividend of 6.0 pence
per share (2016: 5.2 pence per share), representing a 15.4 per
cent. increase on the 2016 payment.
The Board understands the importance of dividend payments to
shareholders and, reflecting the confidence that the Board has in
the benefits of the Acquisition and the cash generative potential
of the Enlarged Group, it is intended that, following Completion,
Cineworld will maintain its existing dividend policy, underpinned
by the future prospects of the Enlarged Group. The Board therefore
intends, consistent with that policy, to declare or recommend a per
share dividend at a coverage ratio similar to that paid in the last
three financial years, to the extent that Cineworld has
distributable reserves and cash available for this purpose.
Directors' intentions
The Directors of Cineworld unanimously recommend that the
shareholders of Cineworld vote in favour of the Resolutions to
approve the Acquisition and the Rights Issue at the General
Meeting, as they intend to do in respect of their own beneficial
holdings.
Re-admission
As a consequence of the Acquisition being a reverse takeover for
Cineworld under the Listing Rules, the listing of Cineworld's
ordinary shares (including the Existing Ordinary Shares and the New
Ordinary Shares, together, the "Ordinary Shares") on the premium
listing segment of the Official List will be cancelled upon
Completion. Subject to shareholder approval of the Acquisition and
the Rights Issue at the General Meeting, applications will be made
to the UK Listing Authority for the Ordinary Shares to be
re-admitted to the premium listing segment of the Official List and
to the London Stock Exchange for the Ordinary Shares to be
re-admitted to trading on the main market for listed securities
(together, "Re-admission"). Re-admission is expected to occur
immediately following (or as soon as practicable after)
Completion.
Key Notes
1. USD/GBP foreign exchange rate of 1.3771 used for all
conversions.
2. "Theoretical Ex-Rights Price" in this announcement means the
price per Ordinary Share calculated as at a date by applying the
following formula: (current price * Existing Ordinary Shares) plus
(Rights Issue Price * New Ordinary Shares) divided by Existing
Ordinary Shares plus New Ordinary Shares.
Expected Timetable of Principal Events
Each of the times and dates in the table below is indicative
only and may be subject to change. The times and dates set out may
be adjusted by Cineworld in consultation with Barclays, HSBC and
Investec in which event details of the new times and dates will be
notified to the UKLA, the London Stock Exchange and, where
appropriate, Qualifying Shareholders. References to times in the
table below are to London time.
Announcement of the Acquisition and the Rights Issue 5 December 2017
Publication and posting of the Prospectus, the Notice of 17 January 2018
General Meeting and the Form of Proxy
Latest time and date for receipt of Forms of Proxy 9.30 a.m. on 31 January 2018
Rights Issue Record Date close of business on 31 January 2018
General Meeting 9.30 a.m. on 2 February 2018
Despatch of Provisional Allotment Letters (to Qualifying 2 February 2018
Non--CREST Shareholders only)
Publication of notice in the London Gazette 5 February 2018
Start of subscription period 5 February 2018
Admission of the New Ordinary Shares 8.00 a.m. on 5 February 2018
Dealings in New Ordinary Shares, nil paid, commence on 8.00 a.m. on 5 February 2018
the London Stock Exchange
Existing Ordinary Shares marked "ex--rights" by the 8.00 a.m. on 5 February 2018
London Stock Exchange
Nil Paid Rights credited to stock accounts in CREST as soon as practicable after 8.00 a.m. on 5 February
(Qualifying CREST Shareholders only) 2018
Nil Paid Rights and Fully Paid Rights enabled in CREST 5 February 2018
Latest time for receipt of instructions under the 3.00 p.m. on 9 February 2018
Special Dealing Service in respect of Cashless
Take-up or disposal of Nil Paid Rights
Recommended latest time and date for requesting 4.30 p.m. on 13 February 2018
withdrawal of Nil Paid Rights and Fully Paid
Rights from CREST (i.e. if your Nil Paid Rights and
Fully Paid Rights are in CREST and you
wish to convert them to certificated form)
Dealings carried out in relation to the Cashless Take-up 14 February 2018
or disposal of Nil Paid Rights under
the Special Dealing Service
Recommended latest time for depositing renounced 3.00 p.m. on 14 February 2018
Provisional Allotment Letters, nil or fully
paid, into CREST or for dematerialising Nil Paid Rights
or Fully Paid Rights into a CREST
stock account (i.e. if your Nil Paid Rights and Fully
Paid Rights are represented by a Provisional
Allotment Letter and you wish to convert them to
uncertificated form)
Latest time and date for splitting Provisional Allotment 3.00 p.m. on 15 February 2018
Letters, nil or fully paid
Despatch of cheques in relation to net proceeds of by no later than 16 February 2018
disposal of Nil Paid Rights under the Special
Dealing Service
Latest time and date for acceptance, payment in full and 11.00 a.m. on 19 February 2018
registration of renunciation of Provisional
Allotment Letters
Results of Rights Issue to be announced through a by 8.00 a.m. on 20 February 2018
Regulatory Information Service
Dealings in New Ordinary Shares, fully paid, commence on 8.00 a.m. on 20 February 2018
the London Stock Exchange
New Ordinary Shares credited to CREST accounts as soon as practicable after 8.00 a.m. on 20 February
(uncertificated holders only) 2018
Expected date for despatch of definitive share by no later than 27 February 2018
certificates for the New Ordinary Shares in
certificated form
Expected date of Completion on or prior to 2 March 2018
Cancellation of the listing of the Ordinary Shares immediately prior to 8.00 a.m. on the date of Completion
Re-admission of the Ordinary Shares 8.00 a.m. on the date of Completion
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are
the sole responsibility of Cineworld.
This announcement is not a prospectus but an advertisement and
investors should not acquire any securities referred to in this
announcement except on the basis of the information contained in
the Prospectus when published. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed by any person for
any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.
A copy of the Prospectus when published will be available from
the registered office of Cineworld and on Cineworld's website at
www.cineworldplc.com provided that the Prospectus will not, subject
to certain exceptions, be available to shareholders in certain
excluded jurisdictions. Neither the content of Cineworld's website
nor any website accessible by hyperlinks on Cineworld's website is
incorporated in, or forms part of, this announcement.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, securities to any person in
the United States, Australia, Canada, Japan, Hong Kong or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to herein may not be offered or
sold in the United States unless registered under the US Securities
Act of 1933 (the "Securities Act") or offered in a transaction
exempt from, or not subject to, the registration requirements of
the Securities Act. The offer and sale of securities referred to
herein has not been and will not be registered under the Securities
Act or under the applicable securities laws of Australia, Canada,
Japan or Hong Kong. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in Australia, Canada,
Japan or Hong Kong or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or Hong
Kong. There will be no public offer of the securities in the United
States, Australia, Canada, Japan or Hong Kong.
No statement in this announcement is intended as a profit
forecast and no statement in this announcement should be
interpreted to mean that (i) the future earnings per share,
profits, margins or cash flows of the Enlarged Group will
necessarily match or be greater than the historical published
earnings per share, profits, margins or cash flows of the Cineworld
Group; or (ii) that Cineworld endorses the broker consensus
referred to herein.
This announcement does not constitute a recommendation
concerning participation in the Rights Issue. The price and value
of securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this announcement are
not to be construed as legal, business, financial or tax advice.
Each shareholder or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Each of Barclays Bank PLC, acting through its Investment Bank
("Barclays"), HSBC Bank plc ("HSBC") and Investec Bank plc
("Investec" and together with Barclays and HSBC, the
"Underwriters") is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. Each of
the Underwriters is acting exclusively for Cineworld and no one
else in connection with the Transaction or any other matter
referred to in this announcement and will not be responsible to
anyone other than Cineworld for providing the protections afforded
to their respective clients nor for providing advice in relation to
the Transaction or any other matter referred to in this
announcement. Neither the Underwriters nor any of their respective
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of the Underwriters in connection with
this announcement, any statements contained herein or
otherwise.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares may decline
and investors could lose all or part of their investment; the Nil
Paid Rights, the Fully Paid Rights and the New Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Nil Paid Rights, the Fully
Paid Rights and/or the New Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares and determining appropriate distribution
channels.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth, strategies, integration of
the business organisations and achievement of anticipated
combination benefits in a timely manner. Forward-looking statements
speak only as of the date they are made.
Such forward-looking statements are based on beliefs,
expectations and assumptions of the Cineworld Board and other
members of senior management regarding Cineworld's present and
future business strategies, the timetable for integration of Regal,
the benefits to be derived from the Acquisition and the environment
in which Cineworld, Regal and/or, following Completion, the
Enlarged Group will operate in the future. Although the Cineworld
Board and other members of senior management believe that these
beliefs and assumptions are reasonable, by their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future or are beyond the Cineworld Group's
control. Cineworld, Regal and/or, following Completion, the
Enlarged Group's actual operating results, financial condition,
dividend policy and the development of the industry in which they
operate, as well as the benefits and combination benefits actually
received, may differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the operating results, financial condition and
dividend policy of Cineworld, Regal and/or, following Completion,
the Enlarged Group, and the development of the industry in which
they operate, are consistent with the forward-looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Important factors that could cause these differences include, but
are not limited to, general economic and business conditions,
industry trends, competition, changes in government and other
regulation, including in relation to the environment, health and
safety and taxation, labour relations and work stoppages, changes
in political and economic stability and changes in business
strategy or development plans, difficulties encountered in
integrating the two organizations and/or achieving the anticipated
combination benefits in a timely manner and other risks.
You are advised to read this announcement and the Prospectus in
their entirety for a further discussion of the factors that could
affect Cineworld and/or the Enlarged Group's future performance. In
light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this announcement
may not occur.
Each of Cineworld, the Underwriters and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward looking statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
The person responsible for this announcement is Fiona Smith,
Company Secretary of Cineworld.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFERLRIDLIT
(END) Dow Jones Newswires
January 17, 2018 02:09 ET (07:09 GMT)
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