Receipt of Anschutz written consent

RNS Number : 8428D

Cineworld Group plc

02 February 2018

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

Cineworld Group plc (the "Company")

Receipt of Anschutz written consent

2 February 2018

The Company is pleased to announce that The Anschutz Corporation, the largest shareholder of Regal Entertainment Group ("Regal"), has delivered its written consent to approve the acquisition of Regal by the Company (the "Acquisition"), and that this consent has become effective following the passing of the Resolutions at the General Meeting of the Company held earlier today. All Company and Regal shareholder approvals necessary to proceed with the Transaction have now been received, and completion of the Acquisition is currently expected to occur on or prior to 2 March 2018.

A copy of this announcement will be displayed shortly on the Company's website at www.cineworldplc.com.

Capitalised terms used in this announcement have the meanings given to them in the combined prospectus and class 1 circular dated 17 January 2018 (the "Prospectus"), which is available on the Company's website (www.cineworldplc.com) and may 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.

For further details please contact:

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

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Cineworld.

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.

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.

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.

The person responsible for this announcement is Fiona Smith, Company Secretary of Cineworld.

 

END

 

 

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