Results of Rights Issue

RNS Number : 0654A

Cineworld Group plc

14 February 2014

 



Cineworld Group plc (the "Company")

Results of Rights Issue

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 today announces that the 8 for 25 Rights Issue of 47,965,465 Rights Issue Shares at 230 pence per Rights Issue Share announced on 10 January 2014 closed for acceptances at 11.00 a.m. (London time) on 13 February 2014. The Company received valid acceptances in respect of 45,888,270 Rights Issue Shares, representing approximately 95.67 per cent. of the total number of Rights Issue Shares offered to Qualifying Shareholders pursuant to the fully underwritten Rights Issue.

It is expected that the Rights Issue Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 14 February 2014 and that definitive share certificates in respect of Rights Issue Shares in certificated form will be dispatched to Shareholders by no later than the week commencing 24 February 2014.

It is expected that the Rights Issue Shares will commence trading, fully paid, on the London Stock Exchange's main market for listed securities by 8.00 a.m. on 14 February 2014.

In accordance with their obligations as Joint Bookrunners in respect of the Rights Issue as set out in the combined prospectus and circular dated 10 January 2014 (the "Prospectus"), J.P. Morgan Securities plc, Barclays Bank PLC and Investec Bank plc will endeavour to procure subscribers for the remaining 2,077,195 Rights Issue Shares not validly taken up in the Rights Issue, failing which JP Morgan Securities plc, Barclays Bank PLC and Investec Bank plc, acting as Underwriters, have agreed to acquire, on a several basis, any remaining Rights Issue Shares.

The net proceeds from the placing of such Rights Issue Shares (after the deduction of the Issue Price of 230 pence per Rights Issue Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable, if any) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company.

A further announcement as to the number of Rights Issue Shares for which subscribers have been procured will be made in due course.

Following the allotment of the Rights Issue Shares to reflect the receipt of valid acceptances, the Company's issued share capital will consist of 195,780,349 ordinary shares of one pence each. The Company holds no ordinary shares in treasury. Therefore, as at 14 February 2014, the total number of voting rights in the Company is 195,780,349. This figure may be used by 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.

Capitalised terms used in this announcement have the meanings given to them in 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 (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.

JP Morgan, Barclays and Investec who are authorised in the United Kingdom by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulatory Authority and the FCA, are acting solely for Cineworld and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Cineworld for providing the protections afforded to respective clients of JP Morgan, Barclays and Investec nor for providing advice in connection with the Rights Issue or any other matter referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, Cineworld.  Apart from the responsibilities and liabilities, if any, which may be imposed on JP Morgan, Barclays or Investec under FSMA or the regulatory regime established thereunder, none of JP Morgan, Barclays or Investec accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by them, or on their behalf, in connection with Cineworld, the Rights Issue Shares, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue.  JP Morgan, Barclays and Investec accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability, whether arising in tort, contract or otherwise, which they might otherwise be found to have in respect of this announcement or any such statement.

 

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