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Retail, if you scroll back through my posts a couple of weeks or so, you’ll see loads of posts of mine on it. The restructuring professionals have to get 50% of shareholders to “freeze” their buying and selling which the judge does via an order. Reason being if 50% or more constantly change their shares, change of control is not valid. Tax losses are worth somewhere between $500m to $1bn that shareholders “compromise on” to let new co have these losses.

That was why yesterday in my view there was a deliberate omission of the word “Plc” after Cineworld, in other words, along with the other weasel words of the lawyer who wrote this (having confirmed this with the takeover panel) they will asset strip Cineworld Plc, get the tax losses then delist Cineworld Plc … all the while in the weasel lawyer words parallel line this up with … “pursuit of confirmation of the plan ( by the judge)… who then issues the court order to freeze the shares

Investec have been very active with the FCA on this per the lawyers bills and the weasel lawyers

Andy, and how does new co (if the banks want equity to go to zero) acquire the tax losses in the bankrupt company, worth c$1bn. The shareholders own the company about to be made bankrupt and won’t let them have these tax losses when a change of control is apparent

So if new co want these losses under a change of control, shareholders are not going to give them for free. They have a value, in negotiation, otherwise the company would have gone to zero already as debt is probably 100 times equity at the moment

The answer is what is called a NOL Equity Trading Motion that Investec are proposing as part of an eventual delisting of Cineworld Plc

My wife Priscilla arriving to see me, sing long everyone!

https://vm.tiktok.com/ZMFTSt8U7/

If Cine are about to start a marketing process and “outreach to potential buyers”, they must have had expressions of interest in someone interested in buying Cine as a whole. Otherwise why would they be marketing when there is no one to market to, right? Any ideas who that may be?

Also on the subject of AMC discussions someone must be lying, ie if Cine said they or lenders did not have discussions, but AMC said they did, someone is lying. The SEC Filing of AMC says it is / was a condition of a Non Disclosure Agreement of the lenders. If it wasn’t the adhoc loan group, who the f could it be, some junior lender is the only logical answer? Or are Cine so in the dark they don’t know what 5he Ad hoc group are doing?

Thoughts?

… by which time (not by which tell)

Patience/Retail

I too have been thinking on this today and as you know I have made many posts on this, reviewed lawyers bills to join the dots in this area and think the lawyer who wrote this is a weasel

There is a deliberate omission of the word “Plc” and you wouldn’t put an RNS out about the brand Cineworld not being for sale and it saleable assets are the theatres in rents on leases that play a movie and where you buy popcorn (ie film slates)

What I believe this is, I’m convinced more than ever, is there is no “sale” of Cineworld or Cineworld Plc, rather the equity trading motion where shareholders “compromise” rather than “sell the company” for its tax losses by which tell Cineworld Plc will be a shell and can be delisted, all through a scheme of arrangement confirmed with the judge .. the weasel words of the lawyer “in pursuit of a confirmation of a plan”

In that way a takeover or takeover panel falls away but they will have pre confirmed that with the takeover panel before putting out this RNS

Want to know why this weasel lawyer makes my blood boil …

Wrote the first RNS on possible wipeout

Tried to put an RNS out (circulating a draft to directors) when share price spiked 2 months ago

Was probably behind the Sunday night spokesmen wording a couple of weeks back when vue and others were interested

Think market abuse is in circulation and circulated a note to directors

Is behind todays RNS and his ambiguous words

Th3 guy is supposed to be acting for Cineworld, shareholders own Cineworld currently ffs!

… makes by blood boil the lawyer who I think wrote this RNS, full of weasel words, ambiguity but ticks off some of his basket of **** covering points, e.g Cineworld (not Plc), word “understands”, reference to Takeover Code, “value maximising” he even gets his **** in the way of his typing pen when he says “in parallel with pursuit of confirmation” … speak Plain English man, why not say “in parallel with seeking final confirmation of the plan”

And oh yes, another reference to wipe out and dilution … and to think this is the guy that attends board meetings and is supposed to be acting for Cineworld Plc.

Puke, puke, puke rancid. Probably got off on his thesaurus over Xmas

Watching on level 2 ADVFN, share price currently 1% down with a 20% spread, what does this signify from a trading pattern perspective 3.5 hours into the trading day.

The other thing why Cineworld Plc May remain intact, as a shell company, is that it could extinguish the Cineplex claim, albeit with that claim being commercially resolved via a Regal transaction which is what Investec seem to be in the picture on and what the Wall Street Journal were saying

Remember the RNS says in weasel words that the sale does not include Cineworld (as opposed to Cineworld Plc). And the tax losses protected, pretty much the only asset Cineworld has

The other thing to remember is if this goes to zero, Mooky and his 20% is wiped out too. Also perhaps explains why Cineworld and Mooky may in fact not know who has been negotiating with AMC, independent groups have been set up each with their own advisers as a requirement of C11. There was some suggestion in the lawyers bills that the Directors, advised by two groups of lawyers, may consider their own Plan B / Plan C

The company has nearly no saleable assets, except its tax losses which have a value, hence my point about shareholder compromise old co for new co, that I keep banging on about.

If only the assets are bought, and not the Plc company, then new co lose all their tax losses and have to start from zero.

There s confusion definitely not just who were or were not in discussions with amc, but heaps of weasel wording no doubt written by the lawyers.

I’m going to stick for my view that there is an equity trading motion in the plan as the RNS was run by FCA, Investec and Takeover Panel per lawyers bills, the weasel words here is Cineworld (the Plc) is retained as a shell company worth nothing but shareholders compromise (old co) for the tax losses that allows its delisting and have whatever is left over in new co, that way any takeover code stuff what they were indicating in the lawyers bills falls away.

Share price now down 6.6% with a 4.4% spread …

Wolff totally agree with you, amc said in their SEC filing they participated in discussions with lenders …

https://d18rn0p25nwr6d.cloudfront.net/CIK-0001411579/17af054d-ea75-4975-9258-661e239cb3e2.pdf

I agree Wolff, it almost makes amc out as liars, since why would they mislead with an SEC filing, unless it was the creditors (not the Ad hoc lenders) who had “discussions”, unless it is Chinese walls that have to be set up so that each group acts independently that has created the word “understands” and Cineworld don’t really know what the ad hoc lenders are up to

alb, because there are potential suitors, words of these news houses who put out flash statements quickly this morning, not my words .. Very significant dilution are words that have kicked around from day 1 and the market has already priced this in

https://www.proactiveinvestors.co.uk/companies/news/1002260/cineworld-denies-amc-talks-but-warns-of-very-significant-dilution-to-existing-shareholders-1002260.htmlI

Everyone is getting ahead of themselves here, it says about the marketing process that “any actionable buyer emerging … from the outreach” in other words there are (potential) buyers, this needs to be worked through in the C11 process, and again why Cineworld wanted more time

Again … there are potential buyers and Cineworld says it intends to emerge from C11 intact

One step back two steps forward …

The timetable always had mid December as the date for non binding expressions of interest, that they are now confirming they will “run a marketing process … with potential counter parties … to confirm an actionable plan” runs in parallel with Cineworld wanting more time and extending the C11 process and that there must be interested parties (as they wouldn’t run a marketing process otherwise)

Crossover messages there ted, I have the sameQ