Results of Rights Issue

RNS Number : 3279F

Cineworld Group plc

20 February 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, HONG KONG OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

20 February 2018

CINEWORLD GROUP PLC

RESULTS OF RIGHTS ISSUE

Cineworld Group plc ("Cineworld" or the "Company") today announces that the 4 for 1 Rights Issue at 157 pence per New Ordinary Share announced on 17 January 2018 closed for acceptances at 11.00 a.m. (London time) on 19 February 2018. The Company received valid acceptances in respect of 1,055,322,013 New Ordinary Shares, representing approximately 96.31 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the fully underwritten Rights Issue.

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 20 February 2018 and that definitive share certificates in respect of the New Ordinary Shares in certificated form will be despatched by post by no later than 27 February 2018.

It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 20 February 2018.

Following the Rights Issue closing for acceptances, the Company is pleased to announce that it currently expects Completion to occur after market hours (London time) on 28 February 2018 and that Re-admission will occur at 8.00am on 1 March 2018.

In accordance with their obligations as Underwriters in respect of the Rights Issue as set out in the combined prospectus and class 1 circular dated 17 January 2018 (the "Prospectus"), Barclays Bank PLC, HSBC Bank plc and Investec Bank plc will use reasonable endeavours to procure subscribers for the remaining 40,383,167 New Ordinary Shares not taken up in the Rights Issue, failing which Barclays Bank PLC, HSBC Bank plc and Investec Bank plc have agreed to subscribe, on a several basis, for any remaining New Ordinary Shares.

The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Rights Issue Price of 157 pence per New Ordinary 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 £5.00 will not be paid to such persons but will be paid to the Company.

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

Following the allotment of the New Ordinary Shares to reflect the receipt of valid acceptances, the Company has 1,329,248,308 fully paid ordinary shares of one pence each in issue. The Company holds no ordinary shares in treasury. Therefore, as at 20 February 2018, the total number of voting rights in the Company is 1,329,248,308. 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 Guidance 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 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 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.

This announcement is not a prospectus but an advertisement and investors should not acquire any securities referred to in this announcement except on the basis of the information contained in the Prospectus. 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.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States, Australia, Canada, Japan, Hong Kong or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or Hong Kong. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or Hong Kong or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or Hong Kong. There will be no public offer of the securities in the United States, Australia, Canada, Japan or Hong Kong.

This announcement does not constitute a recommendation concerning participation in the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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.

 

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