Member Info for RS2002

I believe the strategy would be using American Depistary Receipts.

American Depositary Receipts (ADR) are negotiable security instruments that are issued by a US bank that represent a specific number of shares in a FOREIGN company (i.e. UK) that is also traded in US financial markets.

ADRs pay dividends in US dollars and trade like regular shares of stock.

Companies can purchase stocks of foreign companies in bulk and RE-ISSUE them on the US market.

ADRs are listed on the NYSE, NASDAQ, AMEX and can be sold over-the-counter.

So this would be a TRANSFER process rather than a dilution process and open the market to a significantly higher number of retail and institutional investors.

A very positive one in my opinion, Tom.

It's no secret that the U.K listing only entices a very small retail investor’s audience of ~2-5%?
"In 2019, only 2.2 million British people held a stocks and shares ISA. 2.2 million British people held stock and shares ISAs (Individual Savings Accounts) in 2019. This number can seem impressive; however, considering that there are over 66 million people living in the UK, it is not a lot."

Cast aside ISA accounts and I wouldn't believe there are more than 5 million retail investors.

Now consider a US dual listing - how many US retail investors are there?

US Retail investors now make up 20% of US equity trades, double the total last year, according to internal estimates at Citadel Securities, the US’s biggest market maker. That share approaches 25% per cent on peak days with popular brokerages like Robinhood that have opened the market to tens of millions of retail investors who are working from home thanks to new hybrid working patterns and will expose Cineworld to a huge audience who may well be looking for the next short-squeeze a la GME/AMC.

If CINE gets a dual listing expect significant RETAIL volume and IMO a much higher share price.

"The Environmental Committee will be chaired by independent Non-Executive Director,
Ashley Steel. Renana Teperberg (Chief Commercial Officer) and Camela Galano (independent Non-Executive Director) will also be members of the Committee. "

All very experienced and knowledgeable women who will not only add (ESG) value to the committee but help Cineworld move towards a NASDAQ/US listing IMO.

Investors, don't under-estimate what this latest RNS means.

This is a very subtle but effective signal to the market that Cineworld has a full intention of dual listing on NASDAQ very soon in my opinion.

The SEC is undertaking a review of mandated climate-related and other ESG disclosure in public company filings, with the recommendations expected before the end of this year. Whilst there are no mandatory ESG disclosures at the federal level, the SEC requires ALL public companies to disclose information that may be material to investors INCLUDING information on ESG-related risks and requires disclosure of ESG and how diversity is considered a factor in the process of considering a listing on the NASDAQ (read: women on the board, minorities).

Great find, Thomas!

We should have Mooky appear on CNBC or Bloomberg soon I imagine.

I really hope he sells the point that, with millions across western territories working hybrid working patterns, with most electing to work from home for 8-10 hours a day, the last thing they will want to look forward to is visiting the living room for a "tv experience".

The cinema is often accompanied with a meal out and it is a very affordable activity to do out of the home and for the peak demographic of 15-24 year olds who still live with their parents is a much welcome refuge from their parent’s watchful eye!

Whilst Cineworld have shared Box office and Concession revenue performance vs. 2019 and Q4 is showing a recovery, at average over the past 3 months of 78% of pre-pandemic, I beleive we are should consider many more positives.

Specifically other revenue streams:

- Advertising which shouldn't be dismissed. Keep in mind that in 2019, Cineworld announced that ~11% of the total Group revenue other than box office and retail, was predominantly revenue from advertisements shown on screen prior to film screenings and revenue from booking fees associated with the purchase of tickets online (mobile and desktop).

For Year ended 31 December 2019 - other Income including subscriptsions and advertisment revenue amounted to $593m so don't understimate what figure is disclosed in the March update (Note: 2021 advertised $171m - a significantly reduced amount because most of 2020 was impacted with closures).

I’m really pleased with the update.

Keeping in mind the US is 75% of their business, Cineworld have demonstrated a solid quarter with an average of 74% recovery across the months in Q4 compared to 2019.

That is an excellent quarter and they have submitted their appeal against the Cineplex case making it clear they won’t be rolling over and paying any such money or coming to compromise. The appeal will run for a long time, perhaps years by which time, if we continue to see the quarters improve i.e. Q1 2022 is 75-90% recovered again Cineworld will continue to be cash positive and begin to set a strategy to reduce debt and the share price will recover.

Overall, I am very pleased with the update.

Nikola (truck manufacture) sued Tesla in 2018, seeking $2 billion for the alleged infringement of design patents, a utility patent, and trademark rights related to its Nikola One hydrogen fuelled truck.

This legal challenge went on for over THREE years, until this month (Jan 2022): Nikola voluntary dismissed the claim.

Moral of the story:

1. Legal challenges can go on for YEARS (many analysts believe the Global Box Office will be recovered by H1 this year - 2022)

2. The outcome is NEVER guaranteed - Nikola accepted that they weren't going to get a penny and quit

3. There is NO certainty that Cineplex will get a penny - however I still stand by belief that whilst the claim Cineplex raised was around lost synergies, Cineworld will counter that at a WORST case by agreeing to the termination fee of £28m (I know many dispute this - so we'll agree to disagree and leave it to the courts to decide).

A lesson that big funds don’t always get it right.

One of the world’s wealthiest hedge fund managers has lost millions of pounds after shares in the owner of British Airways took off.

Ken Griffin, a Chicago-based financier worth more than $21bn (£15.6bn), placed a multimillion-pound bet against IAG just hours before new data revealed the omicron variant had not dented airline bookings.

A spokesman said the timing of the bet related to the movement of trades originally made in November and December from one of his funds to another.

Two of Mr Griffin's funds hold a 1.66pc short position, a bet of about £130m, against the BA owner.

IAG shares jumped more than 11pc on the first working day of the year and made further gains on Wednesday.

The stock is trading at 160p, valuing the company at almost £8bn.

Mr Griffin's Citadel was not the only hedge fund to be hit by renewed optimism about fortunes of the airlines sector.

London-based Sandbar Asset Management amassed bets of £110m against the London-listed IAG, easyJet and Wizz Air on Dec 30.

Source: https://www.telegraph.co.uk/business/2022/01/05/hedge-fund-king-ken-griffin-loses-millions-british-airways-bet/

Keep in mind Feb 25 2020, Cineworld’s short interest position was 16%. The share price at the time closed at 166p. This was as Covid news was creeping into mainstream news.

The problem with so many retail investors is their greed and how blind sighted they become by it.

Take dreamerinvestor - he had an opportunity to buy between 27-32p like the rest of us on 15th December but was so consumed with wanting a lower entry, he missed out and then spent weeks trying to talk the share down.

Even now at 38-40p, the share price presents an upside of 3x to 120p in the short-term but many won't be happy with that and will instead waste their time trying to de-ramp rather than accept where industries including leisure are going now that Omicron has been assessed (as a weaker variant) and testing and restrictions are beginning to ease.

Page 74 of the Arrangement Agreement

Section 8.16 Governing Law
=======================
(1) Except with respect to the subject matter set out in Section 8.20, this Agreement will be
governed by and interpreted and enforced in accordance with the Laws of the Province of
Ontario and the federal Laws of Canada applicable therein.

I see that both parties agreed to conduct their legal affairs abiding by the Laws of Canada.

The way I see this, Bonkers is Cineworld were legally required to attend the court as Cineplex would not want the £28m break-fee. Thus, Cineworld from what I interpret, had no choice but to make representation.

Cineworld have stated in the past that their "worst case scenario" would be they pay the termination fee of £28m.

I am trying to find the article or RNS to support this and I'll post it up once I find it.

For me, I waited on the side lines having earlier exited at 104p (granted I could have been greedy for 120p) but was happy with my return.

I'm back in and I'm happy to sit tight as I believe Cineworld will appeal and the only fee payable will be the £28m termination fee.

I was just reading through some earlier news pieces on Cineworld, back from 2020, shortly after March the sheer panic and uncertainty hit all industries as Covid was such an uncertainty (and no vaccines were in sight or other mitigations).

It really puts the current share price into perspective as the market is now finally accepting that as of 2022, the share price is OVERSOLD in my opinion.

The company, the UK’s biggest operator, said it would continue to “monitor” the progress of its $2.1bn (£1.7bn) deal to buy Canada’s Cineplex. If Cineworld were to pull out of the deal it could face a break-fee of up to £28m.

Cineworld’s shares, which have hit a record low since the onset of the pandemic, were up 36% at 54p on Tuesday morning. The company has $3.5bn in debt, excluding leases.

Source: https://www.theguardian.com/business/2020/apr/07/cineworld-talks-with-landlords-and-studios-to-weather-coronavirus

At the time there was so much uncertainty, fortunately now we have so much more clarity with global markets, how they are responding to Covid (and the weaker Omicron variant).

I don't pay much attention to MF.

Just last week they had a BUY recommendation.

" I am still pretty bullish on Cineworld stock, enough to have bought it earlier in the year. And I intend to hold it for some time at least" - Manika Premsingh | Friday, 31st December, 2021

Source: https://www.fool.co.uk/2021/12/31/cineworld-stock-could-be-2021s-worst-ftse-250-performer-heres-what-id-do/

I still believe this will go all the way to U.K. courts and per page 119, of the Arrangement Agreement, the only fee Cineworld will pay is the termination fee of £28m and the matter settled.

Citation:
We irrevocably and unconditionally undertake, represent and warrant to you that we shall pay to the Company

(a) $41,520,000 in the event the Termination Event (as defined below) occurs PRIOR to 11:59:59 p.m. (Toronto time) on February 2, 2020, and

(b) £28,275,895 (payable in Canadian dollars based on the spot foreign exchange rate published by Bloomberg at 11:30:00 p.m. (Toronto Time) on the date of this letter agreement) in the event the Termination Event occurs AFTER 11:59:59 p.m. (Toronto time) on February 2, 2020

(either, (a) or (b), as applicable, the “Shareholder Termination Fee”)

Source: https://www.cineworldplc.com/sites/cineworld-plc/files/cineplex-inc-acquisition/arrangement-agreement.pdf

Yes, it would have been a cheaper terminate fee PRIOR to February 3, 2020 and the terminate fee is more expensive AFTER but this is where I believe the UK courts should intervene depending on how the appeal progresses.

*though

Just waiting for the official UK box office source. I have checked BFI.org and I can see that Q4 hasn't been published. What I did see thought was that September 2021 generated DOUBLE the box office revenue of September 2020 so this is really encouraging. I expect the first week of February we will have the Q4 results published and it will be very positive.

This will come once Mooky dual lists in the US. We will have huge exposure to US retail investors.

This rise IS NOT a pump.

The market is waking up to emperical data.