25 Mar 2021 07:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTY) IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 March 2021
Cineworld Group plc ("Cineworld" or the "Group")
Further Liquidity Secured and Notice of General Meeting
Cineworld is pleased to announce it has secured binding commitments from a group of leading institutional investors for a new $213 million convertible bond due 2025 (the "Bond").
The net proceeds of the issue of the Bond will provide further liquidity for the Group in the event of continued disruption as a result of COVID-19. The Bond, together with the expected US CARES Act tax refund, will provide the Group with a liquidity runway to year-end in the event that cinemas remain closed.
The Bond will carry a coupon of 7.5 per cent. per annum and will be convertible into ordinary shares of the Group. The initial conversion price has been set at $1.7620 per share (which equates to £1.2850 per share based on a USD:GBP FX rate of 0.7293) representing a premium of 25 per cent. above the closing price per Cineworld share on 24 March 2021 (being the last business day prior to the date of this announcement).
Mooky Greidinger, CEO of Cineworld, commented:
"The Bond announced today provides the Group with a significant liquidity buffer as we reopen across the world. We remain confident about the next chapter of our development and we look forward to welcoming our customers back to the best place to watch a movie."
Notice of General Meeting
In parallel, the Group announces that it will today publish and post (or otherwise make available) to shareholders a circular (the "Circular") containing a Notice of General Meeting convening a general meeting to seek shareholder approval of a resolution temporarily suspending the borrowing limit in Cineworld's Articles of Association. The raising by the Group of any additional debt (including the proposed Bond) will be subject to approval of the resolution by shareholders. The Group's commitment to issue the Bond is also subject to certain other conditions precedent.
The General Meeting will be held on Monday 12 April 2021 at 10.30 a.m. at Cineworld's registered office at Vantage London, Great West Road, Brentford TW8 9AG. However, in line with recent UK guidance in relation to holding company meetings during the COVID-19 pandemic, the General Meeting will be run as a closed meeting and shareholders will not be able to attend in person. Shareholders should refer to the Circular for details on how to vote by proxy. In accordance with Listing Rule 9.6.1, a copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on Cineworld's website at www.cineworldplc.com.
Enquiries:
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Cineworld Group plc Israel Greidinger Nisan Cohen Manuela Van Dessel
| investors@Cineworld.co.uk 8th Floor, Vantage London Great West Road Brentford TW8 9AG |
Media James Leviton Rob Allen | cineworld-lon@finsbury.com +44 (0)20 7251 3801
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Further information:
This announcement and the information contained herein are for information purposes only, and this announcement does not contain or constitute, and should not be construed as, an offer to purchase or sell or issue securities in the United States of America or in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in Cineworld or any of its affiliates.
Certain statements in this announcement are forward looking and so involve risk and uncertainty because they relate to events, and depend upon circumstances that may or may not occur in the future and therefore results and developments can differ materially from those anticipated. The forward looking statements reflect knowledge and information available at the date of preparation of this announcement and the Group undertakes no obligation to update these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.
The person responsible for arranging the release of this announcement is Fiona Smith, Company Secretary.