Adrian Hargrave, CEO of SEEEN, explains how the new funds will accelerate customer growth Watch the video here.
London South East prides itself on its community spirit, and in order to keep the chat section problem free, we ask all members to follow these simple rules. In these rules, we refer to ourselves as "we", "us", "our". The user of the website is referred to as "you" and "your".
By posting on our share chat boards you are agreeing to the following:
The IP address of all posts is recorded to aid in enforcing these conditions. As a user you agree to any information you have entered being stored in a database. You agree that we have the right to remove, edit, move or close any topic or board at any time should we see fit. You agree that we have the right to remove any post without notice. You agree that we have the right to suspend your account without notice.
Please note some users may not behave properly and may post content that is misleading, untrue or offensive.
It is not possible for us to fully monitor all content all of the time but where we have actually received notice of any content that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these terms and conditions, then we will review such content, decide whether to remove it from this website and act accordingly.
Premium Members are members that have a premium subscription with London South East. You can subscribe here.
London South East does not endorse such members, and posts should not be construed as advice and represent the opinions of the authors, not those of London South East Ltd, or its affiliates.
1. Cine had 2 opportunities to state to the market the covenants broken by Plex. They chose not to. Why? Are they not certain of their best defence yet? Playing cards close to chest? Unlikely, you have to disclose your defence anyway. If it was condition d) e) & f) of the closing covenants..then just say it! But they didn't.
2. We know their 'secondary' defence is MAE, on this basis alone - CINE will lose the lawsuit.
3. It's safe to say it wasn't the debt covenant. Debt wasn't to exceed ~$750m, given the lawsuit is claiming ~$664m for Plex's debt, I would take it the $750m wasn't breached. Therefore, this can't be the defence right?
4. The covenant(s) that have been breached therefore and will be the primary defence I believe are the seeking of approvals from both through the Competition Bureau and through the Investment Canada Act. This is a certainty they were not received as this is all that remained having received the Ontario Court of Justice & Shareholder approvals. HOWEVER, the deadline was extended to 15th June, yet Cine 'took an unreasonable amount of time and lack of best efforts to gain approval', as it states in the contract is necessary (if my memory serves me correctly) and pulled out of the deal 12th June. Plex state 'by doing so Cineworld deliberately failed to fulfill its contractual obligations & unilaterally Cineworld end the approval required under the Investment Act'. WTF!
5. Cine's rebuttal: Don't worry Stakeholder's, everything will be ok (I've heard that one before). Shareholders, Plex did breach multiple covenants but we can't state per the public contract which ones. Oh yeh, they breached MAE element of the contract too, you know the clause our dummy Board allowed to pass with the carve-out that Covid is exempt for termination!
Before anyone says 1 more time 'Cine are the 2nd largest Cinema chain in the world, I'm sure they have good reason' stop being so stupidly dismissive, blind 'hoping' everything is ok with zero understanding of the strength of Cine's defence. And a legal team that allowed Covid exemption!!! Do you not think Cineplex can also afford to pay huge retainers to the very best Law firms? They don't run shows from their Grandma's spare room ffs.
Cine's position STILL remains unclear. I feel with strong certainty the covenants broken which Cine can use with a chance of success won't be the debt or MAE, I believe the argument will pivot on 'approval required'. Plex explicitly mention they followed all covenants but Cine purposefully allowed Plex to break the covenant by dragging their feet using Covid as a reason to not progress approval quicker. Cine will have to prove they did take reasonable measures.
So just 1 element of all the info so far remains elusive to me...just what did Cine ask of Plex to remedy, that Plex couldn't, which resulted in Cine termination IMMEDIATELY, & not wait 3 days or 18 days respectively for approval or stop date deadlines to pass. Weird.
What was so severe that Plex didn't remedy when asked that gave the legal team at Cine the confidence to shut down the acquisition with immediate effect and not wait 3 days? Not waiting 3 days tells me approval perhaps was going to be received via the Canadian investment Act.
In its 25-page statement of claim filed with the Ontario Superior Court of Justice Friday, Cineplex goes on to allege that Cineworld "deliberately failed to fulfill its contractual obligations", including by prolonging the government's review of the transaction under the Investment Canada Act.
But then cuts the deal 3 days before deadline. Why?
IMO Cineplex will go bust long before any lawsuit and counter suit are completed. All this wrangling is a waste of energy.
It's reasonable to call lawyer's advice stupid etc, but let's just say, I'd rather go by what cine's commercial lawyers reccomend than a chat board expert. ATB