TIDMCINE
RNS Number : 1634C
Cineworld Group plc
17 January 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA,
HONG KONG, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
CINEWORLD GROUP PLC
PUBLICATION OF COMBINED PROSPECTUS AND CLASS 1 CIRCULAR
17 January 2018
Further to the announcement by Cineworld Group plc (the
"Company") earlier today relating to a fully underwritten rights
issue to raise total net proceeds of approximately GBP1.7 billion
(the "Rights Issue"), the Financial Conduct Authority has approved
a combined prospectus and class 1 circular dated 17 January 2018
(the "Prospectus") in connection with the Company's proposed
acquisition of Regal Entertainment Group, the proposed 4 for 1
Rights Issue of up to 1,095,662,872 new ordinary shares of one
pence each in the Company (the "New Ordinary Shares") and the
re-admission of the Company's ordinary shares to the premium
listing segment of the Official List and to trading on London Stock
Exchange plc's main market for listed securities
("Re-admission").
The Prospectus contains further details of the Rights Issue and
it is available on the Company's website (www.cineworldplc.com) or
it can 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.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
For further details please contact:
+44 (0)20 8987
Cineworld Group plc 5000
Israel Greidinger
Nisan Cohen
Barclays (Joint Financial Adviser,
Joint Underwriter, Joint Global
Coordinator and Joint Corporate +44 (0)20 7623
Broker to Cineworld) 2323
Makram Azar
Daniel Ross
Mark Astaire
James Colburn
HSBC (Joint Financial Adviser,
Joint Underwriter and Joint +44 (0)20 7991
Global Coordinator to Cineworld) 8888
Philip Noblet
Noam Kleinfeld
James Thomlinson
Mark Dickenson
Sam Barnett
Investec Bank plc (Sponsor,
Joint Underwriter, Joint Bookrunner
and Joint Corporate Broker +44 (0)20 7597
to Cineworld) 4000
Chris Sim
George Price
Jonathan Wynn
Robert Baker
Powerscourt (Public Relations +44 (0)20 7250
Adviser to Cineworld) 1446
Nick Dibden
Rob Greening
Lisa Kavanagh
Notes to editors
About Cineworld Group plc
Cineworld Group plc was founded in 1995 and listed its shares on
the London Stock Exchange in May 2007. The Company has grown
through expansion and by acquisition to become one of the leading
cinema groups in Europe. Cineworld currently operates 2,217 screens
across 232 sites in the UK and Ireland, Poland, the Czech Republic,
Slovakia, Hungary, Bulgaria, Romania and Israel.
Disclaimer
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. 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 THE NEW
ORDINARY SHARES OR ANY OTHER SECURITIES. NOTHING IN THIS
ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE
RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE,
SUBSCRIBE FOR, 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. COPIES OF THE
PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM THE COMPANY'S
REGISTERED OFFICE AND THE COMPANY'S WEBSITE:
WWW.CINEWORLDPLC.COM
The defined terms set out in the Prospectus apply in this
Announcement.
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
information in this Announcement is subject to change.
Any offer to acquire the Company's securities pursuant to the
offering referred to in these materials will be made, and any
investor should make his/her investment decision, solely on the
basis of information that is contained in the Prospectus. Copies of
the Prospectus may be obtained at no cost from the Company, the
Company's receiving agent, Link Asset Services, or through the
website of the Company at www.cineworldplc.com, provided that the
Prospectus will not, subject to certain exceptions, be available
(whether through the website or otherwise) to Shareholders in the
United States and the other Excluded Territories. The Prospectus
will give further details of the New Ordinary Shares, the Nil Paid
Rights and the Fully Paid Rights (the "Securities") being offered
pursuant to the Rights Issue.
The information contained herein is not for distribution or
publication, whether directly or indirectly and whether in whole or
in part, in or into the United States or any of the other Excluded
Territories. The distribution of this Announcement and/or the
Prospectus and/or the Provisional Allotment Letter and/or the
transfer of the Securities into jurisdictions other than the United
Kingdom may be restricted by law, and, therefore, persons into
whose possession this Announcement and/or the Prospectus and/or the
Provisional Allotment Letter comes should inform themselves about
and observe any such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of such jurisdiction. In particular, subject to certain exceptions,
the Prospectus and the Provisional Allotment Letter should not be
distributed, forwarded to or transmitted in or into the United
States or any of the other Excluded Territories. There will be no
public offer of Securities in the United States, the Excluded
Territories or any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of such jurisdiction.
The Securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act")
or under the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, 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 offering of the Securities is only being made in Canada
pursuant to exemptions from the prospectus and registration
requirements that otherwise apply to a distribution of securities
under applicable Canadian securities legislation. Any offer or
solicitation in Canada must be made through a dealer that is
appropriately registered under the laws of the applicable province
or territory of Canada, or pursuant to an exemption from that
requirement. Any resale of the Securities in Canada must be made
under available statutory exemptions.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Securities. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Neither the Company nor any of their
representatives is making any representation to any offeree or
purchaser of the Securities regarding the legality of an investment
in the Securities by such offeree or purchaser under the laws
applicable to such offeree or purchaser. Each 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 in connection with the purchase of the Securities. In
making an investment decision, each investor must rely on their own
examination, analysis and enquiry of the Company and the terms of
the Rights Issue, including the merits and risks involved.
The New Ordinary Shares to be issued pursuant to the Rights
Issue will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Each of Barclays Bank PLC ("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.
This Announcement does not constitute a recommendation
concerning the Acquisition or the Rights Issue.
Information to Distributors (as defined below)
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" (for the purposes of the MiFID II Product Governance
Requirements) ("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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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