CINE.L Regulatory News (CINE)

2 May 2007 08:14

Lehman Brothers Intl (Europe)02 May 2007 Cineworld Group plc ANNOUNCEMENT OF EXERCISE OF OVER-ALLOTMENT ARRANGEMENTS Not for release or distribution or publication in whole or in part, directly or indirectly, in, or into, the United States, Canada, Japan or Australia. 2 May 2007 The following amendment has been made to the 'Exercise of Over-Allotment'announcement released on 1 May 2007 at 15:41 under RNS No 8924V. 62,321,436Ordinary Shares will be held in public hands representing a free float ofapproximately 44% of the issued share capital of the Company as opposed to61,788,236 Ordinary Shares being held in public hands representing 43.6% of theissued share capital of the Company. All other details remain unchanged. Thefull amended text is shown below. Cineworld Group plc (the "Company") announces that, in connection with theinitial public offering of ordinary shares (the "Shares") to certaininstitutional investors in the United Kingdom and elsewhere outside the UnitedStates (the "Global Offer"), Lehman Brothers International (Europe) ("LehmanBrothers") as stabilising manager, on behalf of itself and JPMorgan CazenoveLimited (together the "Joint Global Co-ordinators"), on 1st May 2007 exercisedthe over-allotment option in respect of 9,207,161 ordinary shares (the "OrdinaryShares") of the Company. None of the proceeds arising from the exercise of theover-allotment option will be payable to the Company. Following the transfer of Ordinary Shares pursuant to the over-allotment option: 1. 62,321,436 Ordinary Shares will be held in public handsrepresenting a free float of approximately 44% of the issued share capital ofthe Company; and 2. funds managed or advised by The Blackstone Group will own47% of the Company's issued shares. JPMorgan Cazenove Limited and Lehman Brothers International (Europe) (the "JointGlobal Co-ordinators"), each of which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, are acting for Cineworld inrelation to the Global Offer and no one else and will not be responsible toanyone other than Cineworld for providing the protections afforded to theirrespective clients, nor for providing advice in relation to the Global Offer,the contents of this announcement or any transaction or matters referred toherein. This announcement does not constitute or form part of any offer of securities orany invitation to sell or issue securities or constitute an invitation orsolicitation of any offer to purchase or subscribe for any securities ofCineworld and any acquisition of or application for the Shares pursuant to theGlobal Offer should be made solely on the basis of the information contained inthe prospectus to be issued in due course in connection with the Global Offerand any supplement or amendment thereto. The prospectus will contain certaindetailed information about Cineworld and its management, as well as financialinformation and other financial data. This announcement and any related offer is directed only at persons in memberstates of the European Economic Area ('EEA') who are 'qualified investors'within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive2003/71/EC) ('Qualified Investors'). In addition, in the United Kingdom, thisannouncement and any related offer is directed only at Qualified Investors (i)who have professional experience in matters relating to investments fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as amended (the 'Order') or (ii) who fall within Article49(2)(a) to (d) of the Order, and any other persons to whom it may otherwiselawfully be communicated (all of such persons together with Qualified Investorsbeing referred to as 'relevant persons'). This announcement must not be acted onor relied on (i) in the United Kingdom, by persons who are not relevant persons,and (ii) in any member state of the EEA other than the United Kingdom, bypersons who are not Qualified Investors. Any person in the EEA who acquires thesecurities referenced herein in any offer (an 'investor') or to whom any offerof the securities is made will be deemed to have represented and agreed that itis a Qualified Investor. Any investor will also be deemed to have representedand agreed that any securities acquired by it in the offer have not beenacquired on behalf of persons in the EEA other than Qualified Investors orpersons in the UK and other member states (where equivalent legislation exists)for whom the investor has authority to make decisions on a wholly discretionarybasis, nor have the securities been acquired with a view to their offer orresale in the EEA to persons where this would result in a requirement forpublication by the Company, JPMorgan Cazenove Limited, Lehman BrothersInternational (Europe) or any other manager of a prospectus pursuant to Article3 of the Prospectus Directive. The Company, JPMorgan Cazenove Limited, LehmanBrothers International (Europe) and their affiliates, and others will rely uponthe truth and accuracy of the foregoing representations and agreements. This announcement is not for release, publication or distribution in or intoAustralia, Canada, Japan or the United States or any jurisdiction where suchannouncement would be unlawful. This announcement does not contain or constitute an offer of securities for salein any jurisdiction, including the United States. The securities referred toherein have not been and will not be registered under the US Securities Act of1933, as amended (the "Securities Act"), and may not be offered or sold in theUnited States unless they are registered under the Securities Act or pursuant toan available exemption therefrom. No public offering of securities of Cineworldis being made in the United States. The distribution of the documents or other information contained herein and theGlobal Offer may be restricted by law in certain jurisdictions. No action hasbeen taken by Cineworld or the Joint Global Co-ordinators that would permit anoffer of any of the Shares or possession or distribution of any of the documentsor other information contained herein or any other Global Offer or publicitymaterial relating to the Shares in any jurisdiction where action for thatpurpose is required, other than to certain investors in the United Kingdom.Persons into whose possession any of the documents or other informationcontained herein comes are required by Cineworld to inform themselves about andto observe any such restrictions. Any failure to comply with these restrictionsmay constitute a violation of the securities laws of any such jurisdiction. For Enquiries: Stuart Field Lehman Brothers International (Europe) Address: 25 Bank Street, London E14 5LE Tel: +44 (0) 207 102 1000 This information is provided by RNS The company news service from the London Stock Exchange