Results of General Meeting

RNS Number : 7806D

Cineworld Group plc

02 February 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, 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

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

Cineworld Group plc (the "Company")

Results of General Meeting

2 February 2018

The Company announces that, at the General Meeting held today, the resolutions proposed to approve: (1) the Company's acquisition of the entire issued and to be issued share capital of Regal Entertainment Group pursuant to the terms and subject to the conditions contained in the agreement and plan of merger dated 5 December 2017 between the Company, Regal Entertainment Group, Crown Intermediate HoldCo, Inc. and Crown Merger Sub, Inc.; and
(2) the allotment of shares in the Company pursuant to an issue by way of rights of up to 1,095,662,872 new ordinary shares at a price of 157 pence each (the "Rights Issue") (both as set out in full in the Notice of General Meeting included in the Prospectus dated 17 January 2018) (the "Resolutions") were passed on a show of hands as ordinary resolutions. 

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

Resolution		For		Against		Votes Withheld
		Votes	%	Votes	%
	1. To approve the acquisition of Regal Entertainment Group	164,996,980	87.34	23,926,079	12.66	8,282,598
	2. To approve the allotment of shares in the Company pursuant to the Rights Issue	165,739,455	87.73	23,174,123	12.27	8,292,079

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

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

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

Anthony Bloom, Chairman of the Company, said:

"As will be seen from the proxy votes, there was very strong support from Shareholders for the Acquisition.

The Board would like to express its appreciation to Shareholders for this support, and to reiterate its confidence in this important development in the Company's history."

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 Resolutions 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 31 January 2018.  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 Overseas Shareholders in the Excluded Territories.  CREST stock accounts of Qualifying CREST Shareholders, other than (subject to certain exceptions) Qualifying CREST Shareholders who are Overseas Shareholders in the Excluded Territories, are expected to be credited with Nil Paid Rights in respect of the New Ordinary Shares as soon as practicable after 8.00 a.m. on 5 February 2018.

In addition to 1,095,662,872 New Ordinary Shares which are expected to be allotted under the authority granted by Shareholders today, up to 42,308 additional New Ordinary Shares are also expected to be allotted in connection with the Rights Issue under a pre-existing authority in respect of 10,577 ordinary shares of the Company which were issued subsequent to the publication of the Prospectus following the exercise of certain Company share options by employees and Directors. Applications will therefore be made to the UKLA for 1,095,705,180 New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange.

It is expected that Admission of the New Ordinary Shares (nil paid) will occur at or around
8.00 a.m. on 5 February 2018.

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 19 February 2018. 

Capitalised terms used in this announcement have the meanings given to them in the combined prospectus and class 1 circular dated 17 January 2018 (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 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.

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 (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.

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

 

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