28 Jul 2023 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) 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 OF THAT JURISDICTION
CINEWORLD GROUP PLC("Cineworld" or the "Company")
Suspension of Cineworld's Listing
Further to its announcement on 26 June 2023 regarding the steps to be taken to implement the restructuring (the "Restructuring") of Cineworld (together with its subsidiaries the "Group") and certain of its subsidiaries (together, the "Group Chapter 11 Companies"), Cineworld today announces that, as part of those implementation steps, the board of directors of Cineworld Group plc has approved the decision to appoint administrators in relation to Cineworld Group plc and has subsequently applied to the High Court in London for an administration order under the Insolvency Act 1986.
It is currently expected that Cineworld Group plc will enter administration and the Group Chapter 11 Companies will emerge from their Chapter 11 cases on 31 July 2023.
The administration application applies only to Cineworld Group plc itself (as the listed parent company of the Group) and not to any of the operating companies or subsidiaries in the rest of the Group. Any administration order would not affect the status or rights of any of the Group's employees.
The Restructuring, when implemented by way of an administration process, will transform the Group's balance sheet and provide it with significant additional liquidity to fund its long-term strategy. In particular, the Restructuring will involve the release of approximately $4.53 billion of the Group's funded indebtedness, the execution of a rights offering to raise gross proceeds of $800 million and the provision of $1.71 billion in new debt financing (which includes a new revolving credit facility of $250 million that has been secured since the Company's previous announcements). Given the level of existing debt that is expected to be released under the Plan, the Restructuring does not provide for any recovery for holders of Cineworld's existing equity interests.
In light of the above and following an application by Cineworld to the Financial Conduct Authority (the "FCA"), Cineworld Group plc confirms that the listing of its ordinary shares (the "Shares") on the premium listing segment of the Official List of the FCA (the "Listing") and the admission to trading of the Shares on the London Stock Exchange plc's main market for listed securities (the "Admission to Trading") will be suspended with effect from 8.00 a.m. (London time) this morning.
As previously announced, the Listing and the Admission to Trading are expected to be cancelled at 8.00 a.m. on the business day following the appointment of administrators in respect of Cineworld Group plc - assuming this occurs on 31 July 2023 as expected, the Listing and Admission to Trading will be cancelled at 8.00 a.m. on 1 August 2023.
Business as usual
The Group continues to operate its global business and cinemas as usual without interruption and this will not be affected by the Group Chapter 11 Companies' emergence from their Chapter 11 cases, including the entry of Cineworld Group plc into administration or the suspension and cancellation of the Listing and the Admission to Trading. The Group and its brands around the world - including Regal, Cinema City, Picturehouse and Planet - are continuing to welcome customers to cinemas as usual. The Group continues to honour the terms of all existing customer membership programmes, including Regal Unlimited and Regal Crown Club in the United States and Cineworld Unlimited in the United Kingdom.
Additional information
Information regarding the Group Chapter 11 Companies' Chapter 11 cases is available at the following website: https://cases.ra.kroll.com/cineworld.
Contacts:
Cineworld Group plc: Scott BrookerManuela Van Desselinvestors@cineworld.co.uk +44 (0)20 8987 5000FGS Global (UK) (Corporate PR Adviser): James Leviton / James ThompsonCineworld-LON@fgsglobal.com +44 (0)20 7251 3801
FGS Global (US) (Corporate PR Adviser): Kal Goldberg / Lizzie Hyland / Monique SidhomCineworldMedia@fgsglobal.com +1 (646) 970-4727
PJT Partners LP (Financial Adviser): Simon Lyons / Kush Nanjee+44 (0)20 3650 1100Steven Zelin / Michael Schlappig+1 212 364 7800
About Cineworld
Cineworld was founded in 1995 and is now one of the leading cinema groups in Europe. Cineworld's acquisition of Regal Entertainment Group has created the second largest cinema business in the world (by number of screens). Cineworld currently operates in the United Kingdom, Ireland, Poland, the Czech Republic, Slovakia, Hungary, Bulgaria, Romania, Israel and the United States.
Forward looking statements
This announcement is not intended to and does not constitute and should not be construed as, considered a part of, or relied on in connection with any information or offering memorandum, security purchase agreement, or offer, invitation or recommendation to underwrite, buy, subscribe for, otherwise acquire, or sell any securities or other financial instruments or interests or any other transaction.
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives with respect thereto, including with respect to the Group's ordinary shares. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by the Group in light of their experience and their perception of historical trends, current conditions, future developments and other factors the Group believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. The Group does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions (including any potential sale by the Group) and the risks, uncertainties and costs related to the Chapter 11 cases.
Nothing in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, profit or earnings or profit per share or dividend per share for the Group for the current or future financial years would necessarily match or exceed the historical published earnings, profit or earnings or profit per share or dividend per share for the Group.
PJT Partners LP, Alix Partners LLP, Kirkland & Ellis LLP and Slaughter and May (collectively, the "Advisers") are providing advice to Cineworld (and other members of the Group) and no one else in connection with the matters referred to in this announcement. The Advisers will not regard any other person as their client in connection with such matters, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to such matters.