Completion of Combination and Share Issue

RNS Number : 1566B

Cineworld Group plc

28 February 2014

 



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

Cineworld Group plc (the "Company")

Completion of Combination and issue of Consideration Shares

The Company is pleased to announce that the combination of the Company with the cinema operations of Global City Holdings N.V. (formerly Cinema City International N.V.) ("GCH") (the "Combination") completed after close of business yesterday, following satisfaction and/or waiver of all necessary conditions.

In accordance with the terms of the Combination, the Company today issued 65,601,236 new fully paid ordinary shares to GCH (the "Consideration Shares"), representing 24.9 per cent. of the Company's share capital as at 28 February 2014.

Applications have been made for the Consideration Shares to be admitted to the premium segment of the Official List of the UKLA and to be admitted to trading on the London Stock exchange's main market for listed securities ("Admission"). It is expected that Admission will occur later today.  

The Company confirms that its issued share capital as at the date of this announcement consists of 263,458,780 ordinary shares of one pence each.  The Company holds no ordinary shares in treasury. Therefore, as at 28 February 2014, the total number of voting rights in the Company is 263,458,780. This figure may be used by the Company's shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure and Transparency Rules of the Financial Conduct Authority.

For further details please contact:

Cineworld Group PLC	[phone]
Philip Bowcock, Chief Financial Officer
Bell Pottinger Financial and Corporate (Public Relations Adviser to Cineworld)	[phone]
Elly Williamson
Charlotte Offredi

DISCLAIMER

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.  In particular, the information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, New Zealand or the United States.  No public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue Shares is being made in any such jurisdiction. The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the Rights Issue Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or  under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, or otherwise transferred, 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 distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.

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

Capitalised terms used in this disclaimer have the meanings given to them in the combined prospectus and circular dated 10 January 2014, which is available on the Company's website (www.cineworldplc.com) and may be inspected at the registered office of the Company at Power Road Studios, 114 Power Road, Chiswick, London W4 5PY.

 

END

 

 

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