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Cineworld Group plc (CINE)

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Friday 10 January, 2014

Cineworld Group plc

Combination with Cinema City International

RNS Number : 3426X
Cineworld Group plc
10 January 2014
 



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE ON PAGES 5 AND 21 OF THIS ANNOUNCEMENT.

10 January 2014

CINEWORLD GROUP PLC

Proposed Combination of Cineworld with the Cinema Operations of Cinema City International N.V.

8 for 25 Rights Issue of up to 47,965,465 Rights Issue Shares at 230 pence per New Ordinary Share to raise approximately £110 million

Issue to Cinema City International N.V. of Consideration Shares in Cineworld representing 24.9% of the share capital of Cineworld following Completion of the Combination and cash consideration of £272 million

Summary

·     Cineworld Group plc ("Cineworld" or the "Company") today announces the proposed combination with the cinema business of Cinema City International N.V. ("CCI"), a leading cinema business in 7 countries across Central and Eastern Europe ("CEE") and Israel ("Cinema City"), by means of an acquisition of the shares in Cinema City Holding B.V.

 

·     The transaction is based on an enterprise value of Cinema City (on a debt free / cash free basis) of approximately £503 million

 

·     The combination with Cinema City will create the second largest cinema business in Europe with the #1 or #2 market share (by number of screens) in every region of operation. Following Completion of the transaction, the Enlarged Group will have 201 sites and 1,852 fully digital screens

 

·     Cinema City brings attractive growth opportunities in developing economies and markets in which multiplex screen penetration is comparatively low, with low admissions per capita, high population per screen and low average ticket prices. In 2009, the business had revenues of €188.5 million (£155.6 million), EBITDA of €35.8 million (£29.5 million) and operating profit of €19.6 million (£16.2 million) and has since experienced strong growth with 2009-2012 revenue, EBITDA and operating profit CAGR of 14.2 per cent., 18.9 per cent. and 14.8 per cent. respectively1. Furthermore, Cinema City has a strong pipeline of screen openings in place to capitalise on further growth

 

·     On Completion, the management team of the Enlarged Group will comprise of highly respected and experienced representatives from both Cineworld and CCI: Anthony Bloom will continue as Chairman of the Enlarged Group, Mooky Greidinger, the current Chief Executive Officer of CCI, will be appointed as Chief Executive Officer; Philip Bowcock will remain as Chief Financial Officer; Israel Greidinger, the current Chief Financial Officer of CCI will be appointed as Chief Operating Officer; the new Board will comprise of 10 directors, of which six will be from the existing Cineworld Board together with Mooky Greidinger and Israel Greidinger and two new non-executive directors: Scott Rosenblum (CCI's current Chairman) and Arni Samuelsson (new independent director)

 

        ____________
1 Converted at an exchange rate of £1:€1.2117. Cinema City financials are pre-adjustment for new initial lease charge of €7.65m post Completion.

 

·     The transaction will be funded through a fully underwritten rights issue to raise approximately £110 million, new debt facilities and new Cineworld shares issued as consideration to CCI, representing 24.9% of the Enlarged Group

 

·     Cost synergies of £2m have been identified, the majority of which are expected to be realised in FY 2014.  These are expected to be achieved from eliminating duplicated corporate costs, public company expenses and functional overheads

 

·     The transaction is expected to be accretive to adjusted earnings per share in FY 2014 and substantially accretive thereafter and have a return on invested capital ("ROIC") that is in line with Cineworld's cost of capital in 20162

 

·     The existing dividend policy will be underpinned by the strong cash flow and future prospects of the Enlarged Group

 

·     The transaction constitutes a Class 1 transaction for the purposes of the Listing Rules. Accordingly, a General Meeting has been convened for 29 January 2014 and the transaction is expected to complete in March 2014

 

The transaction is classified under the Listing Rules as a Class 1 transaction. The transaction, together with the allotment of the Consideration Shares to CCI pursuant to the terms of the transaction, therefore requires the approval of Cineworld's shareholders. The sale and purchase of the shares in Cinema City Holding B.V. (the company which will own the Cinema City business at Completion) will also require the consent of the CCI Shareholders under Dutch law. The transaction is therefore conditional, among other things, on the approval of both Cineworld's shareholders and CCI's shareholders.

The Rights Issue is not conditional upon the Completion of the transaction but is conditional on the passing of the resolution set out in the Notice of General Meeting.  The Rights Issue may therefore complete while the transaction does not. In the event that Admission of the Rights Issue Shares is effected but Completion does not occur, the Cineworld Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the Company's net indebtedness on a short-term basis while the Cineworld Directors evaluate alternative uses of the funds. If no such uses can be found, the Cineworld Directors will consider how best to return surplus capital to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for Cineworld and would be subject to applicable securities laws.

A combined Class 1 circular and prospectus (the "Prospectus") containing further details of the transaction and the Rights Issue and containing the notice convening the General Meeting will be sent to Cineworld Shareholders (other than Cineworld Shareholders with a registered address in the Excluded Territories) as soon as practicable.

__________

2 This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account the effect of the Rights Issue and the Combination, will necessarily be greater than the historical published earnings per share, profits, margins or cash flows of the Cineworld Group. ROIC defined as net operating profit (including synergies) after tax as a % of enterprise value associated with the Combination. The calculation of ROIC may be different for different companies.

 

Commenting on the Combination, Anthony Bloom, Chairman of Cineworld, said:

"This is an exciting and unique opportunity for Cineworld to offer shareholders enhanced growth prospects and attractive returns via exposure to some of the most promising cinema markets in Europe. Cinema City is an extremely well-run and dynamic business, which creates a platform for further growth in future. Mooky Greidinger will be joining us as CEO - he is a highly respected and very experienced cinema executive who enjoys international recognition.  The Board therefore unanimously recommends this proposed transaction with CCI."

Steve Wiener, Chief Executive Officer of Cineworld, said:

"I have known Mooky and Israel Greidinger for many years as Cineworld and Cinema City both experienced growth and success in the UK, CEE and in Israel respectively. After my decision in November to move on, I am pleased to be leaving a company with such an exciting next chapter and I wish Mooky, Israel and my talented Cineworld colleagues great success."

Mooky Greidinger, Chief Executive Officer of CCI, said:

"After nearly four decades in the cinema industry building a business from one country to seven, I see an impressive company in Cineworld and a good fit with Cinema City. Together with the rest of the proposed management team I intend to seize this opportunity to bring together two equals in size, both leading players in their respective countries, and lead the resulting business to continuing growth, innovation and dedication to the best possible customer experience."

 

This summary should be read in conjunction with the full text of this announcement and the Prospectus.

 

Analyst Meeting and Conference Call

A meeting and conference call for analysts will be held at 9.00 a.m. GMT on 10 January 2014.

Details of the conference call are as follows:

Dial-in no.

+44 (0) 20 8515 2319

Conference ID

4660743#

 

Replay (available for one week)

Dial-in no.

+44 (0) 20 7959 6720

Conference ID

4660743#

 

Enquiries

Cineworld

+44 (0)20 8987 5000

Philip Bowcock, Chief Financial Officer




Cinema City International N.V.

+48 (0) 22 5 666 960

Nisan Cohen, Head of Finance

 

 


Barclays (Financial Adviser, Joint Global Coordinator and Joint Bookrunner to Cineworld)

+44 (0) 20 7623 2323

Makram Azar


Daniel Ross


Matthew Smith


Ben West




J.P. Morgan Cazenove (Sponsor, Corporate Broker, Joint Global Coordinator and Joint Bookrunner to Cineworld)

+44 (0) 20 7742 4000

Laurence Hollingworth


Luke Bordewich


Nicholas Hall




Investec Bank plc (Corporate Broker and Joint Bookrunner to Cineworld)

+44 (0) 20 7597 4000

Chris Sim


Matt Lewis




Bell Pottinger Financial and Corporate (Public Relations Adviser to Cineworld)

+44 (0) 20 7861 2840

Elly Williamson


Charlotte Offredi




HSBC (Financial Adviser to CCI)

+44 (0) 20 7991 8888

Andrew Judge


Noam Kleinfeld


Oliver Smith


 

Notes to editors

About Cineworld

Cineworld is the leading cinema group in the UK and Ireland (by box office revenues) and currently operates 102 sites, of which the majority are multiplex sites with five screens or more.  21 of those sites are operated under the Picturehouse brand, which provides a different offering, with fewer screens and individual styles. Cineworld's portfolio includes five out of the ten highest grossing cinemas in the UK and Ireland in 2013 (source: Rentrak).  All of Cineworld's sites have been converted to digital projection and Cineworld is one of the industry leaders in 3D, a format which the Cineworld Directors believe will become increasingly important. Cineworld has also introduced a number of CRM initiatives, including MyCineworld, which now has over 3.5 million members, and Unlimited, which now has approximately 372,000 members.

Cineworld has been listed on the London Stock Exchange since May 2007.  More information can be found at http://www.cineworldplc.com .

About Cinema City

Cinema City is one of the largest entertainment groups in Europe and in Israel.  The cinema chain spans 7 countries (Poland, Israel, Hungary, Czech Republic, Bulgaria, Romania and Slovakia) and operates 99 multiplexes with 966 screens.  Cinema City's cinema operations include film distribution and cinema advertising activities.

CCI is registered in The Netherlands and listed on the Warsaw Stock Exchange with the ticker CCI-WAR.  More information can be found at http://en.cinemacity.nl .

 

IMPORTANT NOTICE

The capitalised terms not otherwise defined in this announcement have the meanings given to them set out in Part XV of the Prospectus. This announcement has been issued by and is the sole responsibility of the Company.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares 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 for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website 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 Excluded Territories. Neither the content of the Company's or CCI's websites nor any website accessible by hyperlinks on the Company's or CCI's websites is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada or New Zealand and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in the United States, Australia, Canada or New Zealand. 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, taken up, exercised, resold, renounced, 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.  There will be no public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue Shares in the United States, Australia, Canada or New Zealand.

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. 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, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States, Australia, Canada or New Zealand.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match of exceed the historical published earnings per share of the Company.

This announcement does not constitute a recommendation concerning 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.

Barclays, JP Morgan and Investec who are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and no one else in connection with the Combination and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Combination or the Rights Issue or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

This announcement has been issued by, and is the sole responsibility of, the Company.  Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays, JP Morgan or Investec under FSMA or the regulatory regime established thereunder, none of Barclays, JP Morgan 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 the Company, the Rights Issue Shares, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the Combination or the Rights Issue. Barclays, JP Morgan 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.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This announcement contains or incorporates by reference forward-looking statements which are based on the beliefs, expectations and assumptions of the Board and other members of senior management about the Cineworld Group's business, the Combination, the Rights Issue and the Cinema City Business.  All statements other than statements of historical fact included in this announcement may be forward-looking statements. Generally, words such as ''will'', ''may'', ''should'', ''could'', ''estimates'', ''continue'', ''believes'', ''expects'', ''aims, ''targets'', ''projects'', ''intends'', ''anticipates'', ''plans'', ''prepares'', ''seeks'' or, in each case, their negative or other variations or similar or comparable expressions identify forward- looking statements. These forward-looking statements reflect the beliefs of the Board and other members of senior management, as well as assumptions made by them and information currently available to them. Although the Board and other members of senior management believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Board and other members of senior management believe that these risks and uncertainties include but are not limited to:

•              the number, timing and attractiveness to customers of the films released in future periods;

•              the licensing fees and terms required by film distributors from Cineworld and, following the Combination, the Enlarged Group to exhibit their films;

•              the continued existence, and the duration of, the exclusive theatrical release window for films exhibited by Cineworld and, following the Combination, the Enlarged Group;

•              the inability of Cineworld and, following the Combination, the Enlarged Group to effectively implement its business and growth strategies;

•              the inability of Cineworld and, following the Combination, the Enlarged Group to effectively respond to competition and changes in technology;

•              the levels of expenditures on entertainment in general and cinemas in particular, including retail spending in Cineworld's and, following the Combination, the Enlarged Group's cinemas;

•              general economic and political conditions in markets in which Cineworld, and, following the Combination, the Enlarged Group, operates;

•              competition from other exhibitors and alternative forms of entertainment;

•              successful completion of the Combination;

•              the Enlarged Group's ability to integrate efficiently new businesses following the successful Completion of the Combination; and

•              the Enlarged Group's ability to achieve the anticipated financial and other benefits resulting from the successful Completion of the Combination.

The list above is not exhaustive and there are other factors that may cause the Group's actual results to differ materially from the forward-looking statements contained in this announcement.

The forward-looking statements contained in this announcement apply only as of the date of this announcement. The Company and the Directors expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the London Stock Exchange Rules or the Disclosure and Transparency Rules.

 

 

Proposed Combination of Cineworld with the Cinema Operations of Cinema City International N.V.

8 for 25 Rights Issue of up to 47,965,465 Rights Issue Shares at 230 pence per New Ordinary Share to raise approximately £110 million

Issue to Cinema City International N.V. of Consideration Shares in Cineworld representing 24.9% of the share capital of Cineworld following Completion of the Combination and cash consideration of £272 million

1. Introduction

Cineworld has today announced the proposed combination with Cinema City, based on an enterprise value (on a debt free / cash free basis) for Cinema City of approximately £503 million.  The consideration paid by Cineworld will comprise of a combination of cash and new Cineworld shares, as further detailed below.  As a result, CCI will become a 24.9 per cent. shareholder in the Enlarged Group.

Cinema City operates 99 multiplexes with 966 screens in seven countries, a cinema advertising business and the Forum Film distribution companies, which distribute films for international and domestic film studios across the seven countries. In FY 2012, Cinema City had revenue of €280.7 million (£231.6 million) and EBITDA of €60.2 million (£49.7 million)3 .

The combination with Cinema City will create the second largest cinema business in Europe with the number one or number two position (by number of screens) in every region in which the Enlarged Group would operate. Following Completion of the transaction, the Enlarged Group will have 201 sites and 1,852 fully digital screens. 

Cinema City brings growth opportunities in developing economies and structurally underpenetrated markets with low admissions per capita and high population per screen. In 2009, the business had revenues of €188.5 million (£155.6 million), EBITDA of €35.8 million (£29.5 million) and operating profit of €19.6 million (£16.2 million) and has since experienced strong growth with 2009-2012 revenue, EBITDA and operating profit CAGR of 14.2 per cent., 18.9 per cent. and 14.8 per cent. Respectively3. Furthermore, Cinema City has a strong pipeline of screen openings in place to capitalise on further growth in these territories.

It is intended that, on Completion, the current Chief Executive Officer of CCI, Mooky Greidinger, and the current Chief Financial Officer of CCI, Israel Greidinger, will join the Board as Chief Executive Officer and Chief Operating Officer of the Enlarged Group, respectively. Philip Bowcock will remain as Chief Financial Officer of the Enlarged Group, and Anthony Bloom will continue as Chairman of the Enlarged Group.

Cineworld proposes to finance the Combination through:

•              part of the proceeds of the Rights Issue and the Debt Financing; and

•              the issue of the Consideration Shares with an aggregate market value of £231.4 million4 through which CCI will become a shareholder in Cineworld with a shareholding of 24.9 per cent.

__________
3 Converted at an exchange rate of £1:€1.2117. Cinema City financials are pre-adjustment for new initial lease charge of €7.65m post Completion

4 Based on the Theoretical Ex-Rights Price of 353 pence implied by the Closing Price of 392 pence per Existing Ordinary Share as at 9 January 2014 and assuming no further Ordinary Shares are issued or cancelled from the date of this document until Completion other than the Rights Issue Shares and the Consideration Shares.

 

The Rights Issue is to be made on the basis of 8 Rights Issue Share for every 25 Existing Ordinary Share at an issue price of 230 pence per share.  This represents a 34.8 per cent discount to the Theoretical Ex-Rights Price of 353 pence.

CCI completed an initial public offering on the WSE in Poland in 2006. Following Completion, CCI will retain its Polish listing and intends to remain a long-term strategic shareholder in Cineworld. CCI intends to change its name to Global City Holdings N.V. at Completion.

The Combination is classified under the Listing Rules as a Class 1 transaction given the size of Cinema City compared to Cineworld. The Combination, together with the allotment of the Consideration Shares to CCI pursuant to the terms of the Combination, therefore requires the approval of the Shareholders. The sale and purchase of the shares in Cinema City will also require the consent of the CCI Shareholders under Dutch law. The Combination is therefore conditional, among other things, on the approval of both the Shareholders and the CCI Shareholders.

As referred to below, the Rights Issue is not conditional upon Completion but is conditional on the passing of the Resolution.

A General Meeting will be held at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY at 11.00 a.m. on 29 January 2014 for Shareholders to consider, and if thought fit, pass the Resolution required to enable and authorise Cineworld to complete the proposed Rights Issue, the Combination and allot the Consideration Shares.

2. Background, strategy and rationale for the Combination

2.1 Background and strategy

Cineworld's success in enhancing shareholder value over the last few years has been based around four core operating pillars:

•              ''Put our customers at the heart of everything we do''-Cineworld aims to have an in-depth knowledge of its customers and believes that this strong understanding best enables it to increase attendance and revenue streams. Examples of initiatives include MyCineworld, which now has over 3.5 million members, and Unlimited, which now has approximately 372,000 members. Furthermore, the Company launched a newly designed website in 2012, helping to capture more customer data, thereby enhancing its CRM database. In 2013, more than 74 million visits to the Cineworld website were recorded.

•              ''Deliver a great cinema experience''-Cineworld strives to ensure that its cinemas are comfortable, safe, clean and well-equipped, thereby giving its customers a great experience. Recent initiatives include increasing the number of Starbucks outlets at cinemas within the estate, increasing the number of IMAX screens, and trialling new ''4D Motion'' technology.

•              ''Develop our people, effectiveness and efficiencies''-Cineworld endeavours to create a culture with a passion for ''People, Innovation and Achieving'', and the Board believes that developing and retaining the Company's employees is core to its success. The Company has a strong commitment to efficiency and is continually focused on ensuring that its training arrangements and systems are appropriate for a leading cinema business.

•              ''Grow our estate''-Cineworld is focused on growth through selective new openings and acquisitions. Since 2012, Cineworld has opened Cineworld cinemas in Aldershot, Wembley, Gloucester Quays and at the Glasgow Science Centre. The development pipeline for the coming years remains strong and Cineworld is on target to open at least a further 169 screens in the UK and Ireland by the end of 2016. 

The acquisition of Picturehouse in December 2012 strengthened Cineworld's position in what the Board believes to be a high value, high growth segment of the UK cinema market. That transaction consolidated Cineworld's position as one of the largest cinema groups in the UK, adding a complementary portfolio of cinemas to Cineworld's existing estate, from both a geographic and strategic perspective. Picturehouse has performed in line with expectations since the acquisition and, in combination with the other initiatives set out above, has helped Cineworld increase its market share by box office revenue in the UK and Ireland from 23.8 per cent. in 2008 to 27.3 per cent. in the first nine months of 2013 (source: Rentrak). 

While Cineworld's focus to date has been on consolidating and advancing its position as one of the leading cinema businesses in the UK and Ireland, the Company has always recognised that the future holds exciting growth opportunities outside these countries. The Board believes it is now well positioned  to begin to capitalise on these opportunities and the combination with Cinema City represents an important step as part of this strategic development.

2.2 Rationale for the Combination

Cinema City is a leading CEE cinema business present in a number of territories that offer attractive growth, complementing Cineworld's stable core business. The Combination will create the second largest cinema operator in Europe (by number of screens) with strong positions in a number of highly attractive and growing markets. As at the Latest Practicable Date, the Enlarged Group would have 1,852 screens across Europe (Cinema City: 966 and Cineworld: 886), making it the second largest operator in Europe (by number of screens) after Odeon UCI, which had 2,187 screens as at 30 September 2013, with the number one or number two position (by number of screens) in every region in which the Enlarged Group will operate.

Cineworld believes that the Combination will drive growth in the business and enhance shareholder value by:

•           supplementing the Cineworld business with an attractive combination of industry leading operations in a number of attractive markets;

•            providing the Enlarged Group's business with a platform to expand in a number of Cinema City's territories;

•             providing the Enlarged Group's business with a platform for further European expansion;

•             providing a diversified revenue base to mitigate volatility in individual territories;

•             delivering estimated annualised pre-tax cost synergies of £2.0 million from cost savings, the majority of which are expected to be achieved in FY 2014 and are expected to incur negligible one-off cash costs to realise;

•            giving the Enlarged Group significant scope to drive additional benefits from its combined operations through operational improvements and the sharing of best practice across the Cineworld and Cinema City businesses (including utilising Cineworld's experience in the mature UK market to improve returns in Cinema City's more developed cinema industries of Israel and Poland);

•             delivering an attractive return on invested capital, being earnings accretive in FY 2014 and substantially accretive thereafter5; and

•             allowing the Enlarged Group to maintain the existing Cineworld dividend policy, underpinned by the future prospects of the Enlarged Group.

___________
5 This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account the effect of the Rights Issue and the Combination, will necessarily be greater than the historical published earnings per share, profits, margins or cash flows of the Cineworld Group.

 

2.3 Cinema City's industry leading operations

Cinema City is one of the largest cinema operators in Europe and an industry leader in the CEE region, with leading industry positions by number of screens in all seven countries in which it operates, namely Poland, Israel, Hungary, Romania, the Czech Republic, Bulgaria and Slovakia.

Cinema City offers a strong combination of expertise in operating cinemas in CEE countries, with a track record in customer-focused entertainment and site rollout. Similarly to Cineworld, Cinema City puts the customer experience at the centre of its strategy and operates a well invested, modern, fully digitised estate of 99 multiplexes, with 3D projection and stadium seating in all multiplexes, 10 IMAX screens and five 4DX screens. Cineworld believes that Forum Film and New Age Media, Cinema City's principal distribution and advertising arms, respectively, are complementary to Cineworld's Picturehouse Entertainment Limited and DCM.

2.4 Platform for growth

Many of Cinema City's assets are situated in fast growing territories with attractive demographics, including a growing middle class with rising disposable incomes, and a combined population of approximately 100 million. In general, the cinema sectors in CEE countries in which Cinema City operates are underpenetrated and have lower annual admissions per capita than is typical in Western European markets such as the UK. In such countries, Cineworld believes that there is significant potential for structural growth in cinema admissions through new openings, as can be seen in the table below. For example, in 2012 in Poland, where Cinema City has its largest number of screens, annual admissions per capita were 1.0 (UK: 2.7) and capita per screen was approximately 33,300 (UK: approximately 16,600). Cineworld believes that it will be able to drive strong box office revenue growth through increased penetration of these industries over time through opening of new sites.

Country

Admissions per Capita (2012)

Capita per Screen (2012)

Average ticket Price (2012)



(in '000s)

(£)

US

3.9

7.9

4.8

France

3.1

11.9

5.3

UK

2.7

16.6

6.4

Germany

1.6

17.7

6.3

Poland

1.0

33.3

3.7

Israel

1.6

29.0

5.4

Hungary

1.1

25.5

3.0

Romania

0.4

81.0

3.2

Czech Republic

1.1

12.8

3.4

Bulgaria

0.7

38.0

3.7

Slovakia

0.6

25.3

4.2

Source: Dodona Research except admissions per capital in Israel (sourced from the Israel Cinema Association). Bulgaria figures based on Dodona estimates in 2011 for 2012.

Note: Average ticket prices have been converted from local currency to £ using exchange rates from Bloomberg as at 9 January 2014.

Furthermore, average box office prices in CEE countries in which Cinema City operates currently tend to be lower than in developed markets such as in the UK. As an example, the average ticket price for cinema attendance in Romania in 2012 is estimated to be approximately £3.15, compared with approximately £6.37 in the UK (source: Dodona Research).

Cinema City has a strong track record of driving expansion and growth, having more than doubled its number of screens from 466 at the time of CCI's initial public offering in 2006 to 966 today. Cinema City currently has 36 new multiplexes (377 screens) under development and is well positioned to continue to explore possibilities in attractive markets in CEE, both organically and through potential acquisitions in existing and new markets.

The Enlarged Group will be the second largest cinema operator in Europe by number of screens with an attractive portfolio of strong positions in a number of highly attractive and growing markets. Cineworld believes that the Enlarged Group will be well positioned to expand further into new, attractive and underpenetrated European markets.

2.5 Diversified revenue base to mitigate volatility in individual territories

The Enlarged Group will have a diverse geographic footprint that the Board expects will help to mitigate year-on-year volatility from regional economic, weather and film performance risk and enable the Enlarged Group to diversify its film offering through local content.

2.6 Delivering synergies

The Board estimates that, following the Combination, the Enlarged Group will be able to achieve annualised pre-tax cost synergies of £2 million from the benefits of eliminating duplicated corporate costs, public company expenses and functional overheads. The synergies identified reflect both beneficial elements and relevant costs, are contingent on Completion, and could not be achieved independently. The Board expects that the Enlarged Group will benefit from the majority of these synergies in FY 2014 and it is expected that the realisation of these synergies will incur negligible one-off cash costs.

2.7 Best practice sharing

The Board believes that the Enlarged Group will be able to accrue considerable additional benefits from the sharing of best practice between Cineworld and Cinema City. As an example, Cineworld believes that the Enlarged Group will be well positioned to improve returns in Cinema City's more established businesses in Israel and Poland. Cineworld has had considerable success in the UK through the MyCineworld and Unlimited initiatives which the Board believes have been instrumental in improving Cineworld's attendance figures and market share performance. Given the dynamics in a number of the key Cinema City countries of operation, Cineworld believes that there is scope to achieve a similar level of success with analogous initiatives in these territories.

2.8 Attractive financial returns

The Board believes that the transaction would be financially beneficial to Shareholders.  The Board expects the return on invested capital associated with the Combination to be in line with Cineworld's stand-alone weighted average cost of capital in the third year after Completion, 2016, with higher returns expected to be achieved in following years, and to be earnings accretive after the Combination in FY 2014 and substantially accretive thereafter. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account the effect of the Rights Issue and the Combination, will necessarily be greater than the historical published earnings per share, profits, margins or cash flows of the Cineworld Group.

The Board believes that Cineworld will be able to maintain its existing dividend policy following the completion of the Combination, underpinned by the future prospects of the Enlarged Group.

In light of the scale and size of the proposed Combination, Cineworld believes that it has taken a prudent approach to financing the Combination which balances a conservative financing structure, attractive Shareholder returns and future flexibility with strong cash flow generation and a deleveraging profile.

The Board's expectations regarding these financial effects are based upon an assumed acquisition completion date of 31 March 2014 and the realisation of synergies on the basis described above and do not take into account any exceptional restructuring costs.

3. Summary information on Cineworld

Cineworld is the leading cinema group in the UK and Ireland (by box office revenues). The Cineworld Group currently operates 102 sites under the Cineworld and Picturehouse brands, of which the majority are multiplex sites with five screens or more. 21 of those sites are operated under the Picturehouse brand, which provides a different offering with fewer screens and individual styles. As a result of a Competition Commission decision following the acquisition of Picturehouse, Cineworld will be disposing of two Picturehouse cinemas in Aberdeen and Bury St Edmunds. Cineworld will also be disposing of a cinema in Cambridge and the Board will make its final decision on which cinema will be sold later in the year. The Cineworld Group's portfolio includes five out of the 10 highest grossing cinemas in the UK and Ireland in 2013 (source: Rentrak). All of the Cineworld Group's sites have been converted to digital projection, and the Cineworld Group is one of the industry leaders in the UK and Ireland in 3D, a format which the Board believes will become increasingly important.

In FY 2013, Cineworld continued to benefit from its customer-focused initiatives resulting in UK and Ireland market share for Cineworld growing to 25.4 per cent. (2012: 24.7 per cent.). Including Picturehouse, the Cineworld Group market share was 27.3 per cent (source: Rentrak). In FY 2012, the Cineworld Group (including Picturehouse) accounted for over 47 million admissions, had revenues of £358.7 million (2011: £348.0 million) and EBITDA before exceptional items of £67.1 million (2011: £63.3 million).

4. Summary information on Cinema City

The Greidinger family started the predecessor to Cinema City in 1929 and opened its first cinema in Haifa, Israel in 1931. Israel was Cinema City's sole country of operation until 1997, when Cinema City looked beyond the Israeli cinema industry for growth opportunities. Cinema City then expanded into CEE, starting with Hungary in 1997, followed by the launch of operations in Poland and the Czech Republic in 1999, the establishment of a subsidiary in Bulgaria in 2003 (which commenced operations in 2006) and the launch of operations in Romania in 2007. With the acquisition of the Palace Cinemas chain in 2011, Cinema City added Slovakia as its seventh country of operations and expanded its operations in Hungary and the Czech Republic.

Cinema City is now one of the largest cinema businesses in Europe and operates 99 multiplexes, with a total of 966 screens, across CEE and Israel. In Israel, Cinema City operates cinemas under the Yes Planet and Rav-Chen brands and in CEE it operates cinemas under the Cinema City brand.

Cinema operations represent Cinema City's core business and are comprised of box office sales, retail sales of food and drink through concession stands, and on- and off-screen advertising. Cinema City also operates a film distribution business through its local Forum Film subsidiaries in all its countries of operation.

Cinema City Holding was incorporated in The Netherlands in December 2012 as a wholly-owned subsidiary of CCI. Cinema City Holding, together with the other members of the Cinema City Holding Group, will own and operate Cinema City following completion of the Reorganisation (described below). The corporate office of Cinema City Holding is located in Rotterdam, The Netherlands.

New Age Media, Cinema City's CEE advertising and sponsorship arm, offers on- and off-screen advertising in Poland, the Czech Republic, Slovakia, Hungary, Bulgaria and Romania. Cinema City's Israeli advertising arm operates under the Cinema Channel brand. For FY 2012, Cinema City had total revenues of €280.7 million (£231.6 million) (2011: €267.5 million (£220.7 million)) and in the 2013 Interim Period, it had total revenues of €209.0 million (£172.5 million)6.

5. Summary of the key terms of the Combination

Combination Agreement

Under the Combination Agreement, Cineworld has conditionally agreed to acquire the entire issued share capital of Cinema City Holding from CCI.

The consideration to be received by CCI on Completion under the terms of the Combination Agreement will consist of:

•              £272,000,000 in cash7; and

•              Consideration Shares

Representing an enterprise value on a debt free / cash free basis of £503 million.  In addition, CCI will also receive on Completion under the terms of the Combination:

•              €14,488,000 in cash8; and

•              the Earnings Consideration9

A locked box mechanism has been and will be in place from 1 October 2013 to the date of Completion (inclusive), designed to prevent such cash and cash equivalents from "leaking out" of the Cinema City Holding Group to the Remaining Cinema City Group.

Based on the Theoretical Ex-Rights Price of 353 pence implied by the Closing Price of 392 pence per Existing Ordinary Share as at 9 January 2014 (being the latest Business Day prior to the announcement of the Rights Issue), the Consideration Shares would be valued at £231.4 million10. Following Completion, the Earnings Consideration will be subject to a true-up adjustment based on 100 per cent. of the actual accumulated adjusted earnings of the Cinema City Business from 1 October 2013 to the date of Completion (inclusive).

 

On the assumption that no further Ordinary Shares are issued or cancelled from the date of this document until Completion other than the Rights Issue Shares and the Consideration Shares, the number of Consideration Shares to be issued to CCI pursuant to the Combination will be 65,601,236.

The Greidinger family has indirect control of CCI's majority shareholder I.T. International Theatres Ltd. ("ITIT"), through its majority shareholding in Israel Theatres Ltd. ITIT is wholly-owned by Israel Theatres Ltd. More than 88 per cent. of the shares in Israel Theatres Ltd. are held indirectly by Mooky Greidinger, Israel Greidinger and other members of the Greidinger family. ITIT is a 53.89 per cent. beneficial shareholder in CCI and, on Completion, will therefore become an indirect shareholder in Cineworld. As part of the Combination, Mooky Greidinger and Israel Greidinger will join the Board as Chief Executive Officer and Chief Operating Officer of the Enlarged Group, respectively. At the same time, Mooky Greidinger and Israel Greidinger will step down from CCI as its chief executive officer and chief financial officer, respectively, and will instead take up non-executive roles with CCI.

__________

6 Converted at an exchange rate of £1:€1.2117. Cinema City financials are pre-adjustment for new initial lease change of €7.65m post Completion.
7Assuming no repayment or prepayment since 1 October 2013 under the Club Financing Agreement or the Israeli Facilities Agreement or other agreed purchase price adjustments.
8 Reflects the amount of cash and cash equivalents as at 30 September 2013 less €4,000,000 known leakage which was paid by a member of the Cinema City Holding Group or IT 2004 in respect of the Remaining Cinema City Group after 30 September 2013.
9 The Earnings Consideration is an amount equal to: (i) €25,900,000 if Completion occurs in or before February 2014; and (ii) €28,900,000 if Completion occurs in or after March 2014; representing 75 per cent. of the forecast accumulated adjusted earnings of the Cinema City Business from 1 October 2013 to the date of Completion (inclusive) (assuming a February or March Completion, respectively), subject to an adjustment post-completion to reflect the actual accumulated adjusted earnings for the period. Further details will be provided in the Prospectus.
10 Assuming no further Ordinary Shares other than the Rights Issue Shares are issued from the date of this document until Completion.

 

CCI, which, from Completion, will be a related party to the Enlarged Group for the purposes of Chapter 11 of the Listing Rules, will (via other members of the Remaining Cinema City Group) be a party to certain arrangements with the Enlarged Group following Completion including lease arrangements pursuant to which members of the Remaining Cinema City Group will lease seven cinema properties and one office property in Poland, Slovakia, the Czech Republic and Israel to the Enlarged Group.

The Reorganisation

In anticipation of the Combination, the Existing Cinema City Group is in the process of undertaking an internal reorganisation exercise (the Reorganisation) with the effect that, following completion of the Reorganisation, all of the Cinema City Business will be held by Cinema City Holding, together with other members of the Cinema City Holding Group. As part of the Reorganisation, CCI will (i) transfer all of its Israeli cinema operations to the Cinema City Holding Group by way of a transfer to it of (a) the entire issued share capital of Teleticket Ltd and Norma Film Ltd (together with its subsidiaries), and (b) the cinema-related assets (excluding freehold real estate) and Yes Planet brand owned by IT 2004 (which company will remain within the Remaining Cinema City Group); (ii) assume the outstanding external bank debt of Cinema City Finance; and (iii) transfer Cinema City Finance to Cinema City Holding.

In line with Cineworld's existing business model of operating a predominantly leasehold estate, Cineworld will not be acquiring freehold cinema property assets through this Combination. Accordingly, as part of the Reorganisation, all of the freehold real estate (land and buildings) and the related leasehold at AuPark that is currently owned by members of the Cinema City Holding Group (including pursuant to the acquisition of Israel Theatre Real Estate B.V. in December 2012) will not be acquired by Cineworld pursuant to the Combination and the freehold property assets associated with six Cinema City cinema-related propeties (Janki, Katowice, Łódź, Toruń, Galaxie, AuPark) and the related leasehold at AuPark, one office property (in Fosa) and one piece of land (at Gliwice) held by members of the Cinema City Holding Group will be transferred to the Remaining Cinema City Group. Members of the Enlarged Group will continue to operate from all of the cinema and office sites on a leasehold basis and will enter into new leases with the Remaining Cinema City Group in respect of all of these sites (but not in respect of the land at Gliwice) and the Rishon LeZion cinema (owned by IT 2004) pursuant to which it shall incur an initial aggregate annual rental charge of €7,650,000.

Shareholder approvals

Owing to its size, the Combination constitutes a Class 1 transaction for the purposes of the Listing Rules. The Combination, together with the allotment of the Consideration Shares to CCI pursuant to the terms of the Combination, therefore requires approval from Shareholders. Accordingly, a General Meeting has been convened for 29 January 2014.

The Cineworld Directors who hold interests in Existing Ordinary Shares, or, in the case of one director, a discretionary trust through which that director holds his interest, have irrevocably undertaken to vote in favour of, or to procure a vote in favour of, the Resolution to be proposed at the General Meeting to approve the Combination in respect of a total of 3,803,890 Ordinary Shares, representing, in aggregate, approximately 2.54 per cent. of Cineworld's issued share capital.

The sale and purchase of the shares in Cinema City Holding will also require the consent of the CCI Shareholders under Dutch law.

ITIT, which owns 53.89 per cent. of the share capital of CCI, has irrevocably committed to vote in favour of the sale and purchase of the shares in Cinema City Holding at the CCI Shareholders' Meeting.

Conditions

Completion of the Combination is conditional upon certain things, including:

(A) the passing of the resolutions of the CCI Shareholders approving the sale and purchase of the shares in Cinema City Holding referred to above at the CCI Shareholders' Meeting;

(B) the passing of the Resolution;

(C) receipt of the relevant clearance from the Polish antitrust authorities;

(D) completion of the Reorganisation (other than the entering into of the Relevant Leases); and

(E) receipt of the proceeds of the Rights Issue.

Further to the condition set out under paragraph (D) above, while the Reorganisation (other than the entering into of the Relevant Leases) is a condition to Completion, Cineworld has the right to waive such condition in whole or in part if all other conditions have been satisfied or waived. To the extent that Cineworld does so, such that the Reorganisation has not been completed by Completion, Cineworld and CCI have agreed to work together to complete the Reorganisation as soon as reasonably practicable thereafter.

Relationship Agreement

The Relationship Agreement between CCI and Cineworld, the key operational terms of which are conditional upon Completion occurring, governs the continuing relationship between CCI and Cineworld following Completion. The Relationship Agreement contains, inter alia, provisions: (i) permitting CCI to appoint one non-executive director of the Company (if none of Mooky Greidinger, Israel Greidinger or Scott Rosenblum is still on the board) for so long as it holds at least 10 per cent. of the voting rights in Cineworld; (ii) to ensure that the Cineworld Group is capable of carrying on its business independently of the Remaining Cinema City Group (including requirements for arms' length arrangements between the parties and providing for the exclusion of CCI-connected non-independent board members from Board discussions and decisions regarding arrangements between the parties); and (iii) relating to restrictions on the disposal of Ordinary Shares by CCI for 12 months following Completion, together with a requirement for CCI to, where reasonably practicable, consult with and consider the reasonable views of the Chairman or the Senior Independent Director of Cineworld prior to a sale of Ordinary Shares by CCI after that initial 12-month period.

6. Financing the Combination

The Combination will be funded through:

•           £107 million from the proceeds of the Rights Issue (net of expenses);

•            £240 million and €192 million from the Debt Financing, of which amounts will be drawn to: (i) fund, in part, cash consideration payable to CCI; (ii) refinance certain existing indebtedness of Cineworld and Cinema City; and (iii) for general working capital purposes; and

•          the issue of the Consideration Shares with an aggregate value of £231.4 million; based on the Theoretical Ex-Rights Price of 353 pence implied by the Closing Price of 392 pence per Existing Ordinary Share as at the 9 January 2014 (being the latest Business Day prior to the announcement of the Rights Issue)11.

Application will be made for the Consideration Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the Consideration Shares will become effective, and dealings in the Consideration Shares will commence, in March 2014.

7. Management and employees

It is proposed that the Board of the Enlarged Group following the Combination would comprise:

Name

Position



Anthony Bloom

Chairman

Moshe (Mooky) Greidinger

Chief Executive Officer

Philip Bowcock

Chief Financial Officer

Israel Greidinger

Chief Operating Officer

David Maloney

Senior Independent Non-Executive Director

Martina King

Non-Executive Director

Scott Rosenblum

Non-Executive Director

Arni Samuelsson

Non-Executive Director

Eric (Rick) Senat

Non-Executive Director

Peter Williams

Non-Executive Director

 

Stephen Wiener, the current Chief Executive Officer of Cineworld, will leave the employment of Cineworld on 31 March 2014. Upon completion of the Combination, it is now intended that Stephen Wiener will step down from his role at such time and that Mooky Greidinger will become the Chief Executive Officer of the Enlarged Group and his brother Israel Greidinger will become the Chief Operating Officer of the Enlarged Group. Both Mooky Greidinger and Israel Greidinger are currently directors of CCI and, as described earlier, have, together with other members of the Greidinger family, indirect control of CCI. Each has been instrumental in the development of the Cinema City Business to its position as a leading cinema business in CEE and Israel today. The Board believes that Mooky Greidinger's and Israel Greidinger's significant experience and success in the cinema industry, and their track record at CCI over many years, will prove invaluable as they form the executive leadership team of Cineworld alongside Philip Bowcock, the current Chief Financial Officer, for this next stage in the development of the Enlarged Group.

The Board attaches great importance to the skills and experience of the existing management and employees of Cineworld and Cinema City, and believes that there will be greater opportunities within the Enlarged Group. The Cineworld Directors do not currently anticipate any significant headcount reduction for the Enlarged Group following completion of the transaction.

The Enlarged Group's headquarters and registered office will be the current registered office of the Company.

__________
11 Assuming that no Ordinary Shares other than the Rights Issue Shares are issued prior to Completion.

 

8. Principal terms of the Rights Issue

Cineworld is proposing to raise approximately £107 million (net of expenses) pursuant to the Rights Issue. The Rights Issue is being fully underwritten by Barclays, J.P. Morgan Cazenove and Investec, subject to certain customary conditions. The Rights Issue Price of 230 pence per Rights Issue Share represents a 41.3 per cent. discount to the closing middle market price of Cineworld of 392 pence per Ordinary Share as at 9 January 2014 (being the latest Business Day prior to the announcement of the Combination and Rights Issue) and a 34.8 per cent. discount to the Theoretical Ex-Rights Price of 353 pence per Rights Issue Share calculated by reference to the closing middle market price on the same basis.

Subject to the fulfilment of, among other things, the conditions set out below, the Company will offer 47,965,465 Rights Issue Shares to Qualifying Shareholders at a Rights Issue Price of 230 pence per Rights Issue Share, payable in full on acceptance. The Rights Issue will be offered on the basis of:

8 Rights Issue Shares for every 25 Existing Ordinary Shares

held on the Record Date, and so in proportion to any other number of Existing Ordinary Shares then held and otherwise on the terms and conditions set out in the Prospectus.

Qualifying Non-CREST Shareholders with registered addresses in the United States or in any of the other Excluded Territories will not be sent Provisional Allotment Letters and will not have their CREST stock accounts credited with Nil Paid Rights, except where the Company and the Underwriters are satisfied that such action would not result in the contravention of any registration or other legal or regulatory requirement in such jurisdiction.

Fractions of Rights Issue Shares will not be allotted to any Qualifying Shareholders, but will be aggregated and sold in the market for the benefit of Cineworld.

The Rights Issue Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.

The Rights Issue is conditional, among other things, upon:

(a)  the passing of the Resolution at the General Meeting without material amendment;

(b)  the Company having applied to Euroclear for admission of the Nil Paid Rights and Fully Paid Rights to CREST as participating securities, and no notification having been received from Euroclear on or before Admission of the Rights Issue Shares that such admission or facility for holding and settlement has been or is to be refused;

(c)   Admission of the Rights Issue Shares becoming effective by not later than 8.00 a.m. on 30 January 2014 (or such later time and/or date as the Banks and the Company may agree in advance in writing but so that the last date for acceptance is not later than 13 February 2014); and

(d)  the Underwriting Agreement becoming unconditional in all respects (save for the condition relating to Admission of the Rights Issue Shares) and not having been rescinded or terminated in accordance with its terms prior to Admission of the Rights Issue Shares.

Application will be made for the Rights Issue Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the Rights Issue Shares will become effective and dealings in the Rights Issue Shares will commence at 8.00 a.m. on 30 January 2014.

The Rights Issue is not conditional on Completion. The Rights Issue may therefore complete while the Combination does not. In the event that Admission of the Rights Issue Shares is effected but Completion does not occur, the Cineworld Directors' current intention is that the proceeds of the Rights Issue will be applied to reducing the Company's net indebtedness on a short-term basis while the Cineworld Directors evaluate alternative uses of the funds. If no such uses can be found, the Cineworld Directors will consider how best to return surplus capital to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for Cineworld and would be the subject to applicable securities laws.

The Cineworld Directors, who hold in aggregate 3,803,890 Ordinary Shares, representing 2.54 per cent. of the Company's existing issued ordinary share capital, each intend to take up their rights in full or in part in respect of the Rights Issue Shares to which they are entitled or, where their Ordinary Shares are held in trust or with nominees, such Cineworld Directors intend to recommend that such rights be taken up in full or in part.

9. Dividends

For FY 2012, the Company paid a dividend of 11.8 pence per share (2011: 11.0 pence per share), a 7.3 per cent. increase on the 2011 payment. For the 26 week period ended 27 June 2013, the Company has paid an interim dividend of 4.1 pence per share (2012: 3.8 pence per share), representing a 7.9 per cent. increase on the 2012 payment.

Reflecting the confidence that the Board has in the benefits of the Combination and the cash generative potential of the Enlarged Group, it is intended that, following Completion of the Combination, the Enlarged Group will maintain its existing dividend policy, underpinned by the future prospects of the Enlarged Group.

10. Current trading, trends and prospects

Cineworld

In FY 2013, Cineworld's box office revenue increased by 4.0 per cent with admissions growing by 1.3 per cent and average ticket price rising by 2.6 per cent to £5.40 (2012: £5.26). Retail initiatives continued to gain momentum with nine Starbucks outlets opening within Cineworld's cinemas, contributing to an increase in average spend per person of £0.02 (0.8 per cent) to £1.75 (2012: £1.73). Other income benefited from increased income from advertising as well as in increase in 3D glasses sales as admissions of 3D films grew. Picturehouse continued to perform in line with expectations and a new opening is planned in Colchester.  Overall, Cineworld anticipates that performance for FY 2013 will be in line with the Board's expectations.

The UK and Ireland cinema industry had a satisfactory year in 2013 with industry gross box office marginally declining by 0.3 per cent against the previous year (Source: Rentrak). Cineworld continued to benefit from its customer-focused initiatives, resulting in UK and Ireland market share for Cineworld growing to 25.4 per cent (2012: 24.7 per cent). Including Picturehouse, the Cineworld Group's market share was 27.4 per cent.

There is a solid film release programme for 2014 which includes the next instalment from the Hunger Games franchise: ''The Hunger Games: Mockingjay-Part 1'', as well as the final film in The Hobbit franchise: ''The Hobbit: There and Back Again''. Other popular film franchises including Transformers, Spiderman and X-Men also have new releases throughout the year. This, along with plans for a total of four new Cineworld and Picturehouse cinema openings, means Cineworld looks forward to delivering further value to Shareholders in the forthcoming year."

Cinema City

In FY 2013, Cinema City's total number of admissions rose by three per cent. compared to FY 2012. In October 2013, the opening of "Walesa", a Polish made film, had a positive impact on admissions in Poland.  The opening of the second instalment of the Hunger Games series of films saw increased admissions in most territories in 2013 relative to the first Hunger Games film in 2012 and contributed to similar trends in overall admissions during the fourth quarter of 2013 compared with the same period in 2012. As a result, Cinema City's performance is expected to be in line with CCI's expectations for the full year.

The line-up of films for 2014 includes a number of new instalments from several international blockbuster series including: ''The Hobbit'', ''Hunger Games'', ''Rio'', ''How To Train Your Dragon'' and ''Transformers'', and it is expected these will contribute positively to total admission levels in 2014. Locally in Poland for 2014, a strong line up of Polish films, including ''Wkreceni'', ''Jack Strong'' and ''Miasto 44'' is expected to support admission levels in that territory.

11. Expected Timetable to Completion

A Prospectus containing further details on the transaction, the Board's recommendation, and the notice of the General Meeting and the resolutions required to approve the transaction (the "Prospectus") will be sent to Cineworld Shareholders (other than Cineworld Shareholders with a registered address in the Excluded Territories) as soon as practicable.  Completion of the transaction is expected to occur during the first quarter of calendar year 2014.

12. Advisers

Barclays is acting as Financial Adviser, Joint Global Coordinator and Joint Bookrunner, J.P. Morgan Cazenove is acting as Sponsor, Corporate Broker, Joint Global Coordinator and Joint Bookrunner, and Investec is acting as Corporate Broker and Joint Bookrunner in relation to the transaction.  Slaughter and May is acting as Legal Adviser to Cineworld.  Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.

 

Enquiries

Cineworld Group PLC

+44 (0)20 8987 5000

Philip Bowcock, Chief Financial Officer




Cinema City International N.V.

+48 (0) 22 5 666 960

Nisan Cohen, Head of Finance




Barclays (Financial Adviser, Joint Global Coordinator and Joint Bookrunner to Cineworld)

+44 (0) 207 623 2323

Makram Azar


Daniel Ross


Matthew Smith


Ben West




J.P. Morgan Cazenove (Sponsor, Corporate Broker, Joint Global Coordinator and Joint Bookrunner to Cineworld)

+44 (0) 20 7742 4000

Laurence Hollingworth


Luke Bordewich


Nicholas Hall




Investec Bank plc (Corporate Broker and Joint Bookrunner to Cineworld)

+44 (0) 20 7597 4000

Chris Sim


Matt Lewis




Bell Pottinger Financial and Corporate (Public Relations Adviser to Cineworld)

+44 (0) 20 7861 2840

Elly Williamson


Charlotte Offredi




HSBC (Financial Adviser to Cinema City International)

+44 (0) 20 7991 8888

Andrew Judge


Noam Kleinfeld


Oliver Smith


 

IMPORTANT NOTICE

The defined terms set out in Part XV of the Prospectus apply in this announcement.  This announcement has been issued by and is the sole responsibility of Cineworld Group PLC ("Cineworld" or the "Company").

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares 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 for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website 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 Excluded Territories. Neither the content of the Company's or the CCI's websites nor any website accessible by hyperlinks on the Company's or the CCI's websites is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada or New Zealand and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in the United States, Australia, Canada or New Zealand. 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, taken up, exercised, resold,  renounced, 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.  There will be no public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the Rights Issue Shares in the United States, Australia, Canada or New Zealand.

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. 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, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States, Australia, Canada or New Zealand.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match of exceed the historical published earnings per share of the Company.

This announcement does not constitute a recommendation concerning 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.

Barclays, JP Morgan and Investec who are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and no one else in connection with the Combination and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Combination or the Rights Issue or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

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, the Combination 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.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This announcement contains or incorporates by reference forward-looking statements which are based on the beliefs, expectations and assumptions of the Board and other members of senior management about the Cineworld Group's business, the Combination, the Rights Issue and the Cinema City Business.  All statements other than statements of historical fact included in this announcement may be forward-looking statements. Generally, words such as ''will'', ''may'', ''should'', ''could'', ''estimates'', ''continue'', ''believes'', ''expects'', ''aims, ''targets'', ''projects'', ''intends'', ''anticipates'', ''plans'', ''prepares'', ''seeks'' or, in each case, their negative or other variations or similar or comparable expressions identify forward- looking statements. These forward-looking statements reflect the beliefs of the Board and other members of senior management, as well as assumptions made by them and information currently available to them. Although the Board and other members of senior management believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Board and other members of senior management believe that these risks and uncertainties include but are not limited to:

•              the number, timing and attractiveness to customers of the films released in future periods;

•              the licensing fees and terms required by film distributors from Cineworld and, following the Combination, the Enlarged Group to exhibit their films;

•              the continued existence, and the duration of, the exclusive theatrical release window for films exhibited by Cineworld and, following the Combination, the Enlarged Group;

•              the inability of Cineworld and, following the Combination, the Enlarged Group to effectively implement its business and growth strategies;

•              the inability of Cineworld and, following the Combination, the Enlarged Group to effectively respond to competition and changes in technology;

•              the levels of expenditures on entertainment in general and cinemas in particular, including retail spending in Cineworld's and, following the Combination, the Enlarged Group's cinemas;

•              general economic and political conditions in markets in which Cineworld, and, following the Combination, the Enlarged Group, operates;

•              competition from other exhibitors and alternative forms of entertainment;

•              successful completion of the Combination;

•              the Enlarged Group's ability to integrate efficiently new businesses following the successful Completion of the Combination; and

•              the Enlarged Group's ability to achieve the anticipated financial and other benefits resulting from the successful Completion of the Combination.

The list above is not exhaustive and there are other factors that may cause the Group's actual results to differ materially from the forward-looking statements contained in this announcement.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company and the Directors expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the London Stock Exchange Rules or the Disclosure and Transparency Rules.

 

 

 


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