Cineworld Group plc Rights Issue Announcement (0992C)

TIDMCINE

RNS Number : 0992C

Cineworld Group plc

17 January 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, HONG KONG OR ANY JURISDICTION 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         [phone] 
 

Barclays (Joint Financial Adviser, Joint Underwriter, Joint Global Coordinator and Joint Corporate Broker to Cineworld)

 
 Makram Azar 
  Daniel Ross 
  Mark Astaire 
  James Colburn    [phone] 
 

HSBC (Joint Financial Adviser, Joint Underwriter, Joint Global Coordinator to Cineworld)

 
 Philip Noblet 
  Noam Kleinfeld 
  James Thomlinson 
  Mark Dickenson 
  Sam Barnett         [phone] 
 

Investec (Sponsor, Joint Underwriter, Joint Bookrunner and Joint Corporate Broker to Cineworld)

 
 Chris Sim 
  George Price 
  Jonathan Wynn 
  Robert Baker     [phone] 
 

Media enquiries:

Powerscourt (Public Relations Adviser to Cineworld)

 
 Nick Dibden 
  Rob Greening 
  Lisa Kavanagh    [phone] 
 

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

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January 17, 2018 02:09 ET (07:09 GMT)