Cineworld Group plc Combined Prospectus and Class 1 Circular (1634C)

TIDMCINE

RNS Number : 1634C

Cineworld Group plc

17 January 2018

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

CINEWORLD GROUP PLC

PUBLICATION OF COMBINED PROSPECTUS AND CLASS 1 CIRCULAR

17 January 2018

Further to the announcement by Cineworld Group plc (the "Company") earlier today relating to a fully underwritten rights issue to raise total net proceeds of approximately GBP1.7 billion (the "Rights Issue"), the Financial Conduct Authority has approved a combined prospectus and class 1 circular dated 17 January 2018 (the "Prospectus") in connection with the Company's proposed acquisition of Regal Entertainment Group, the proposed 4 for 1 Rights Issue of up to 1,095,662,872 new ordinary shares of one pence each in the Company (the "New Ordinary Shares") and the re-admission of the Company's ordinary shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities ("Re-admission").

The Prospectus contains further details of the Rights Issue and it is available on the Company's website (www.cineworldplc.com) or it can be inspected at the registered office of the Company at 8(th) Floor, Vantage London, Great West Road, Brentford TW8 9AG during normal business hours on any Business Day up to and including the date of Re-admission.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

For further details please contact:

 
                                         [phone] 
 Cineworld Group plc                      5000 
 Israel Greidinger 
 Nisan Cohen 
 
 
 
 Barclays (Joint Financial Adviser, 
  Joint Underwriter, Joint Global 
  Coordinator and Joint Corporate        [phone] 
  Broker to Cineworld)                    2323 
 Makram Azar 
 Daniel Ross 
 Mark Astaire 
 James Colburn 
 
 
 HSBC (Joint Financial Adviser, 
  Joint Underwriter and Joint            [phone] 
  Global Coordinator to Cineworld)        8888 
 Philip Noblet 
 Noam Kleinfeld 
 James Thomlinson 
 Mark Dickenson 
 Sam Barnett 
 
 Investec Bank plc (Sponsor, 
  Joint Underwriter, Joint Bookrunner 
  and Joint Corporate Broker             [phone] 
  to Cineworld)                           4000 
 
 Chris Sim 
 George Price 
 Jonathan Wynn 
 Robert Baker 
 
 
 Powerscourt (Public Relations           [phone] 
  Adviser to Cineworld)                   1446 
 
 Nick Dibden 
 Rob Greening 
 Lisa Kavanagh 
 
 

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.

Disclaimer

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE NEW ORDINARY SHARES OR ANY OTHER SECURITIES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, 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. COPIES OF THE PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM THE COMPANY'S REGISTERED OFFICE AND THE COMPANY'S WEBSITE: WWW.CINEWORLDPLC.COM

The defined terms set out in the Prospectus apply in this Announcement.

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 for any purpose on the information contained in this Announcement or its accuracy or completeness. The information in this Announcement is subject to change.

Any offer to acquire the Company's securities pursuant to the offering referred to in these materials will be made, and any investor should make his/her investment decision, solely on the basis of information that is contained in the Prospectus. Copies of the Prospectus may be obtained at no cost from the Company, the Company's receiving agent, Link Asset Services, or through the website of the Company at www.cineworldplc.com, provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States and the other Excluded Territories. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights (the "Securities") being offered pursuant to the Rights Issue.

The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States or any of the other Excluded Territories. The distribution of this Announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of the Securities into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this Announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories. There will be no public offer of Securities in the United States, the Excluded Territories or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The offering of the Securities is only being made in Canada pursuant to exemptions from the prospectus and registration requirements that otherwise apply to a distribution of securities under applicable Canadian securities legislation. Any offer or solicitation in Canada must be made through a dealer that is appropriately registered under the laws of the applicable province or territory of Canada, or pursuant to an exemption from that requirement. Any resale of the Securities in Canada must be made under available statutory exemptions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Securities. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Neither the Company nor any of their representatives is making any representation to any offeree or purchaser of the Securities regarding the legality of an investment in the Securities by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each 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 in connection with the purchase of the Securities. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved.

The New Ordinary Shares to be issued pursuant to the Rights Issue will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Each of Barclays Bank PLC ("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.

This Announcement does not constitute a recommendation concerning the Acquisition or the Rights Issue.

Information to Distributors (as defined below)

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" (for the purposes of the MiFID II Product Governance Requirements) ("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.

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

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January 17, 2018 09:42 ET (14:42 GMT)