IPO Offer Pricing Release

Cineworld Group plc
27 April 2007


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN

This document is not a prospectus but an advertisement. Investors should not
subscribe for or purchase any transferable securities referred to in this
announcement except on the basis of information in the prospectus expected to be
published by Cineworld Group plc today in connection with the admission of the
ordinary shares in the capital of the Company to the Official List of the
Financial Services Authority and to trading on the London Stock Exchange plc's
(the 'London Stock Exchange') main market for listed securities (the
'Prospectus' and 'Admission', respectively). Copies of the Prospectus will be
available from Cineworld Group plc's registered office.

Embargoed until 07.00 27th April 2007

                              Cineworld Group plc

        Initial Public Offering and Listing on the London Stock Exchange

Cineworld Group plc, ('Cineworld' or the 'Group'), one of the leading UK cinema
groups, today announces the offer price of its initial public offering of
ordinary shares (the 'Shares') to certain institutional investors in the United
Kingdom and elsewhere outside the United States (the 'Global Offer') and its
application for the Shares to be admitted to listing on the Official List of the
UK Financial Services Authority and to trading on the London Stock Exchange's
main market for listed securities.

Highlights of the Offer

   • Offer Price of 170 pence per ordinary share

   • The Global Offer comprises 61,381,075 new ordinary shares, representing
     43.3 per cent of the Company's enlarged issued share capital.

   • At the offer price of 170 pence, the Company has raised gross proceeds
     of approximately £104.3 million.

   • The net proceeds to be received by the Company will be used to reduce
     borrowings

   • Prior to the IPO, the Blackstone Shareholders owned approximately 90 per
     cent. of Cineworld.

   • The Blackstone Shareholders have entered into an over-allotment
     arrangement with Lehman Brothers, as stabilising manager, in connection 
     with the Global Offer which may result in the further sale of up to 15 per 
     cent. of the total number of Shares comprised in the Global Offer at the 
     Offer Price.

   • Following the IPO (and assuming no exercise of the over-allotment
     arrangement), the Blackstone Shareholders will have a shareholding of
     approximately 53.5 per cent. of the Company, and Directors and certain
     senior employees will have a combined holding of approximately 3.2 per 
     cent. The Company, the Blackstone Shareholders and certain employees are 
     subject to lock-ups of varying periods following Admission.

   • The Global Offer generated strong demand among investors
   
   • Based on the Offer Price, the Company will have a market capitalisation on 
     Admission of £240.9 million
       
   • Conditional dealings are expected to commence on the London Stock Exchange 
     at 8.00 am today under the ticker symbol 'CINE'. Admission to the Official 
     List of the Financial Services Authority and commencement of unconditional 
     dealings is expected to take place at 08:00 on 2 May 2007.

JPMorgan Cazenove and Lehman Brothers are acting as Joint Global Co-ordinators, 
Joint Bookrunners and Joint Sponsors for the Global Offer.

Commenting on the Global Offer, Steve Wiener, Chief Executive Cineworld
Group plc, said:

'We are pleased to announce the pricing of our IPO. We have built Cineworld into
the UK's second largest cinema group since we opened our first cinema in 1995.
Blackstone has been a strong supporter of the Company over the last three years,
having backed us in our acquisition of UGC as well as in growing the company
through investment in new and existing sites. We look forward to their
continuing involvement as we enter the next phase in our evolution, as a public
company.'

Larry Guffey, Senior Managing Director at Blackstone, said:

'We are delighted to have had the opportunity to support Steve Wiener and his
management team in building Cineworld into one of the leading operators it is
today. We remain as the Company's largest shareholder and look forward to
continued growth and an expanded investor base.'

For further information please contact:

JPMorgan Cazenove 0207 588 2828
Laurence Hollingworth
Nick Garrett
Rupert Sadler

Lehman Brothers 0207 102 1000
Makram Azar
Ben Iversen
Stuart Field

M: Communications 0207 153 1548
Lisa Gordon



Notes to Editors

About Cineworld

Overview

UK cinema market revenues totaled approximately £944 million in 2006,
representing a CAGR of 5.5% per cent since 2000.

The Cineworld business was founded in 1995 by a management team including Steve
Wiener, the current Chief Executive Officer. The Group currently operates a
portfolio of 72 cinemas comprising 753 screens under the 'Cineworld' brand,
including five out of the eight highest grossing cinemas in the UK and Ireland
in 2006. The Group's portfolio represented approximately 21.4 per cent of the
total number of cinema screens in the UK in January 2007.

In the 52 week period ended 28 December 2006, Cineworld's current portfolio
accounted for 42.9 million cinema admissions equating to approximately 26.3 per
cent. of the total cinema admissions in the UK.

In the 52 week period ended 28 December 2006, Cineworld's current portfolio
generated revenue of £265 million and EBITDA of £46.0 million.

JPMorgan Cazenove and Lehman Brothers are acting as Joint Global Co-ordinators,
Joint Bookrunners and Joint Sponsors. NM Rothschild has been appointed as
Financial Adviser to the Company for the purpose of the Global Offer.




History

The Group's origins date back to 1995 when the Cine-UK business was founded by a
management team including Steve Wiener, the current Chief Executive Officer, and
three other members of the current senior management, with Anthony Bloom,
Cineworld's current Chairman, joining the business shortly thereafter. This
management team has been responsible for the Group's development from a start-up
to one of the leading cinema groups in the United Kingdom in terms of sites,
screens and admissions. The Group operates a modern estate with 82 per cent. of
the screens in the portfolio being built since 1995.

The management has pursued a clearly defined strategy of developing or acquiring
cinemas in key locations which satisfy strict criteria, including population
size and proximity, demographic profile, the presence of local competition and
the existence of other leisure operators.

The Group's first multiplex cinema was opened in Stevenage in July 1996. Between
1996 and October 2004, the Group opened more multiplex cinemas than any other
exhibitor in the United Kingdom, with 34 multiplex cinemas being built across
the United Kingdom with an aggregate of 384 screens, an average of more than
four new multiplexes per year.

In October 2004, certain affiliates of The Blackstone Group, a private
investment and advisory firm, acquired the Group's business from a consortium of
private equity investors, with the management team reinvesting a proportion of
their interests in the business.

In December 2004, the Group completed the acquisition of UGC's cinema operations
in the United Kingdom and Ireland. At the time, UGC was the largest operator of
cinemas in the United Kingdom after Odeon UCI, operating an aggregate of 408
screens in 42 cinemas. As a result of the acquisition, the Group became the
second largest cinema operator in the United Kingdom both in terms of numbers of
screens and cinemas. All of the UGC cinemas have now been re-branded and now
operate under the Cineworld brand.

In connection with the UGC acquisition, the Group agreed to dispose of six
specified cinemas to address concerns raised by the OFT. The Group also agreed
to sell a further site in connection with this transaction, bringing the total
number of site disposals to seven.


Operations

The Group primarily operates multiplex cinemas (98.5 per cent of the portfolio),
which typically contain between eight and 20 screens per cinema, with auditoria
typically ranging from 100 to 400 seats. This emphasis on multiplex cinemas
provides the Group with greater flexibility on the scheduling and licensing of
films, thereby enabling the Group to attract a wide range of customers through
showing a broad selection of films at convenient showing times. Many of the
Group's cinemas also feature modern facilities such as bars, a variety of food
and drink retail facilities, digital surround-sound, stadium seating and video
game areas adjacent to the cinema foyer. In addition, some of the Group's
cinemas contain VIP areas, with private boxes of usually between eight and 12
seats, with their own sound system and a fully licensed at-seat service.

The Group's multiplex cinemas are designed to maximise profitability per square
foot by optimising revenues and reducing costs. Auditorium seating capacities
vary within each multiplex cinema allowing the Group to show films for a longer
period on a cost efficient basis by moving films, for example, to smaller
auditoria as demand decreases over time. In addition, large multiplex cinemas
provide significant operating efficiencies, enabling the Group to offset costs,
such as payroll, advertising and rent, against higher operating revenues. Film
showing times are staggered to reduce congestion in the foyer and in parking
facilities whilst optimising staffing levels and spend per person on retail
sales.


Strategy

The Group has a clear strategy to deliver continued growth through:

-  growing box office revenues;

-  increasing retail spend per customer;

-  increasing other revenue streams; and

-  continuing to grow the estate through selective new openings,
   expansions and acquisitions.


EBITDA

EBITDA is calculated as operating profit before depreciation and amortisation of
other intangible assets, goodwill and fixed assets, impairment charges, onerous
lease and other non-recurring property charges, transaction and reorganisation
costs and less profit on disposal of fixed asset and cinema sites.


The contents of this announcement, which have been prepared by and are the sole
responsibility of Cineworld have been approved solely for the purposes of
Section 21 (2) (b) of the Financial Services and Markets Act 2000 ('FSMA') by
JPMorgan Cazenove Limited of 20 Moorgate, London EC2R 6DA.

JPMorgan Cazenove Limited and Lehman Brothers International (Europe) (the 'Joint
Global Co-ordinators'), each of which is authorised and regulated in the United
Kingdom by the Financial Services Authority, are acting for Cineworld in
relation to the Global Offer and no one else 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 Global Offer,
the contents of this announcement or any transaction or matters referred to
herein.

This announcement does not constitute or form part of any offer of securities or
any invitation to sell or issue securities or constitute an invitation or
solicitation of any offer to purchase or subscribe for any securities of
Cineworld and any acquisition of or application for the Shares pursuant to the
Global Offer should be made solely on the basis of the information contained in
the prospectus to be issued in due course in connection with the Global Offer
and any supplement or amendment thereto. The prospectus will contain certain
detailed information about Cineworld and its management, as well as financial
information and other financial data.

This announcement and any related offer is directed only at persons in member
states of the European Economic Area ('EEA') who are 'qualified investors'
within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC) ('Qualified Investors'). In addition, in the United Kingdom, this
announcement and any related offer is directed only at Qualified Investors (i)
who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the 'Order') or (ii) who fall within Article
49(2)(a) to (d) of the Order, and any other persons to whom it may otherwise
lawfully be communicated (all of such persons together with Qualified Investors
being referred to as 'relevant persons'). This announcement must not be acted on
or relied on (i) in the United Kingdom, by persons who are not relevant persons,
and (ii) in any member state of the EEA other than the United Kingdom, by
persons who are not Qualified Investors. Any person in the EEA who acquires the
securities referenced herein in any offer (an 'investor') or to whom any offer
of the securities is made will be deemed to have represented and agreed that it
is a Qualified Investor. Any investor will also be deemed to have represented
and agreed that any securities acquired by it in the offer have not been
acquired on behalf of persons in the EEA other than Qualified Investors or
persons in the UK and other member states (where equivalent legislation exists)
for whom the investor has authority to make decisions on a wholly discretionary
basis, nor have the securities been acquired with a view to their offer or
resale in the EEA to persons where this would result in a requirement for
publication by the Company, JPMorgan Cazenove Limited, Lehman Brothers
International (Europe) or any other manager of a prospectus pursuant to Article
3 of the Prospectus Directive. The Company, JPMorgan Cazenove Limited, Lehman
Brothers International (Europe) and their affiliates, and others will rely upon
the truth and accuracy of the foregoing representations and agreements.

This announcement is not for release, publication or distribution in or into
Australia, Canada, Japan or the United States or any jurisdiction where such
announcement would be unlawful.

This announcement does not contain or constitute an offer of securities for sale
in any jurisdiction, including the United States. The securities referred to
herein have not been and will not be registered under the US Securities Act of
1933, as amended (the 'Securities Act'), and may not be offered or sold in the
United States unless they are registered under the Securities Act or pursuant to
an available exemption therefrom. No public offering of securities of Cineworld
is being made in the United States.

The distribution of the documents or other information contained herein and the
Global Offer may be restricted by law in certain jurisdictions. No action has
been taken by Cineworld or the Joint Global Co-ordinators that would permit an
offer of any of the Shares or possession or distribution of any of the documents
or other information contained herein or any other Global Offer or publicity
material relating to the Shares in any jurisdiction where action for that
purpose is required, other than to certain investors in the United Kingdom.
Persons into whose possession any of the documents or other information
contained herein comes are required by Cineworld to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Some of the statements made herein may include forward-looking statements which
reflect Cineworld's or, as appropriate, its directors' current views with
respect to financial performance and business strategy and plans and objectives
of management for future operations (including development plans relating to the
Group's products and services). These statements include forward-looking
statements both with respect to the Group and the sectors and industries in
which the Group operates.

All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause the Group's actual results to differ materially from those indicated in
these statements. Any forward-looking statements in this document reflect
Cineworld's current views with respect to future events and are subject to these
and other risks, uncertainties and assumptions relating to Group's operations,
results of operations, growth strategy and liquidity.

Forward-looking statements may and often do differ materially from actual
results. These forward-looking statements speak only as of the date of this
announcement. Subject to any obligations under the prospectus rules, listing
rules and disclosure and transparency rules made by the Financial Services
Authority under Part VI of FSMA, and save as required by law, Cineworld
undertakes no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments or
otherwise. All subsequent written and oral forward-looking statements
attributable to Cineworld, or individuals acting on behalf of Cineworld, are
expressly qualified in their entirety by this paragraph.





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