Results of General Meeting

RNS Number : 6744C

Cineworld Group plc

11 February 2020

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

Cineworld Group plc (the "Company")

Results of General Meeting

11 February 2020

The Company announces that, at the General Meeting held today, the resolution proposed to approve the Company's acquisition of the entire issued and to be issued share capital of Cineplex Inc. pursuant to the terms and subject to the conditions contained in the arrangement agreement and statutory plan of arrangement dated 15 December 2019 between the Company, 1232743 B.C. Ltd. and Cineplex Inc. (the "Resolution") was overwhelmingly passed as an ordinary resolution. 

The proxy voting figures for the Resolution are set out below:

Resolution	For2		Against		Votes Withheld3
	Votes	%1	Votes	%1
To approve the acquisition of Cineplex Inc.	1,153,952,792	99.59	4,790,777	0.41	77,196

Notes:      1.     Percentages are expressed as a proportion of the total votes cast.

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

3.     A vote withheld is not a vote in law and is not included in the calculation of the votes "For" or "Against" the Resolution.

Votes were cast in respect of approximately 84.46% of the Company's issued share capital.

Anthony Bloom, Chairman of the Company, said:

"With over 99% of votes cast in favour of the acquisition, it demonstrates a resounding vote of confidence in support of the transaction and board strategy, which on completion will create the leading North American cinema operator with significant scale and opportunity."

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.

Capitalised terms used in this announcement have the meanings given to them in the class 1 circular dated 24 January 2020 (the "Circular"), which is available on the Company's website (www.cineworldplc.com) and may also be inspected at the registered office of the Company at 8th Floor, Vantage London, Great West Road, Brentford TW8 9AG during normal business hours on any Business Day up to and including the date of Completion.

For further details please contact:

Cineworld Group plc
Israel Greidinger Nisan Cohen Manuela Van Dessel	[phone] [e-mail]
Merrill Lynch International (Joint Lead Financial Adviser)
Patrick Ramsey Peter Luck Emmanuel Hibou Gilad Rosolio	[phone]
HSBC Bank plc (Joint Lead Financial Adviser)
Anthony Parsons Aamir Khan Mark Dickenson Maja Savicevic	[phone]
Goldman Sachs International (Sole Sponsor)
Christoph Stanger Duncan Stewart Alex Garner	[phone]
Finsbury (PR Adviser)	[e-mail]
James Leviton Andy Parnis Rob Allen	[phone]

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR ANY SECURITIES. COPIES OF THE CIRCULAR WILL BE AVAILABLE ON PUBLICATION FROM THE COMPANY'S REGISTERED OFFICE AND THE COMPANY'S WEBSITE: WWW.CINEWORLDPLC.COM

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 for any purpose on the information contained in this announcement or its accuracy or completeness.

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

Each of Merrill Lynch International, HSBC Bank plc and Goldman Sachs International 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 Merrill Lynch International, HSBC Bank plc and Goldman Sachs International is acting exclusively for Cineworld and no one else in connection with the Acquisition 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 Acquisition or any other matter referred to in this announcement. None of Merrill Lynch International, HSBC Bank plc, Goldman Sachs International nor any of their respective subsidiaries, branches, affiliates or associates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect or consequential, whether in contract, in tort, under statute or otherwise, including negligence) to the extent permitted by applicable law, to any person who is not a client of Merrill Lynch International, HSBC Bank plc or Goldman Sachs International in connection with this announcement, any statements contained herein or their preparation or otherwise.

This announcement does not constitute, and should not be construed as, an offer to purchase or sell or issue securities, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in Cineworld or any of its affiliates, or constitute an inducement to enter into any investment activity in any jurisdiction. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision.

Neither the content of Cineworld's website (or any other website) nor any website accessible by hyperlinks on Cineworld's website (or any other website) is incorporated in, or forms part of, this announcement.

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

 

END

 

 

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