Results of General Meeting

RNS Number : 7848Y

Cineworld Group plc

29 January 2014

 



Cineworld Group plc (the "Company")

Results of General Meeting

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.

The Company announces that, at the General Meeting held today, the resolution proposed to approve: (a) the Company's acquisition of Cinema City Holding B.V. pursuant to the terms of a conditional share purchase agreement dated 10 January 2014 (the "Combination"); and (b) the allotment of shares in the Company pursuant to the Combination (both as set out in full in the Notice of General Meeting dated 10 January 2014) (the "Resolution") was passed as an ordinary resolution. 

The voting figures for the Resolution are set out below.

For		Against		Total votes cast	Votes withheld
Votes	%	Votes	%
92,875,562	86.51%	14,485,551	13.49%	107,361,113	437,059

Notes:      1.   Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

2.     A vote withheld is not a vote in law and is not included in the calculation of the votes "For" or "Against" the Resolution, nor the calculation of the total votes cast.

3.     Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

Votes were cast in respect of approximately 71.63% of the Company's issued share capital.

A copy of this announcement confirming the voting figures will be displayed shortly on the Company's website at www.Cineworldplc.com.

In accordance with the Listing Rules of the Financial Conduct Authority, a copy of the Resolution will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

The Record Date for entitlement under the Rights Issue was the close of business on 27 January 2014.  Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders, other than (subject to certain exceptions) Qualifying Non-CREST Shareholders who are Excluded Shareholders.  CREST stock accounts of Qualifying CREST Shareholders are expected to be credited with Nil Paid Rights in respect of Rights Issue Shares as soon as practicable after 8.00 a.m. on 30 January 2014.

It is expected that admission of the 47,965,465 Rights Issue Shares (nil paid) will occur at or around 8.00 a.m. on 30 January 2014.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on 13 February 2014.

A meeting of CCI's shareholders will be held on 24 February 2014 at which a resolution will be proposed to approve the Combination. Subject to receipt of this approval and satisfaction of the other conditions to Completion (including Polish competition clearance), Completion is expected to occur in March 2014.

Stephen Wiener has confirmed that he now intends to increase his take up of Rights Issue Shares to 50,000.

Capitalised terms used in this announcement have the meanings given to them in the combined prospectus and circular dated 10 January 2014 (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 Power Road Studios, 114 Power Road, Chiswick, London W4 5PY.

For further details please contact:

Cineworld Group PLC	[phone]
Philip Bowcock, Chief Financial Officer
Barclays (Financial Adviser, Joint Global Coordinator and Joint Bookrunner)	[phone]
Makram Azar
Daniel Ross
Matthew Smith
Ben West
J.P. Morgan Cazenove (Sponsor, Corporate Broker, Joint Global Coordinator and Joint Bookrunner)	[phone]
Laurence Hollingworth
Luke Bordewich
Nicholas Hall
Investec Bank (Corporate Broker and Joint Bookrunner)	[phone]
Chris Sim
Matt Lewis
Bell Pottinger Financial and Corporate (Public Relations Adviser to Cineworld)	[phone]
Elly Williamson
Charlotte Offredi

DISCLAIMER

This announcement is an advertisement and not a prospectus.  Investors or potential  investors should not subscribe for or otherwise acquire any Rights Issue Shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus are available from the registered office of the Company at Power Road Studios, 114 Power Road, Chiswick, London W4 5PY.

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 CCI's website nor any website accessible by hyperlinks on the Company's or CCI's website is incorporated in, or forms part of, this announcement.

518497073

 

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