3 Jan 2023 07:00
03 January 2023
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")
Update on Chapter 11 cases and marketing process
Following its announcement on 7 September 2022 of commencement by Cineworld and certain of its subsidiaries (the "Group") of chapter 11 cases in the United States, Cineworld has been in discussions with its key stakeholders to develop a proposed chapter 11 plan of reorganisation (a "Plan") that seeks to maximise value for the benefit of moviegoers and all other stakeholders. Those discussions remain ongoing.
In light of recent media reports, Cineworld would like to clarify that neither it nor its advisers have participated in discussions with AMC Entertainment Holdings, Inc. ("AMC") regarding the sale of any of its cinema assets. Cineworld also understands that neither the ad hoc group of lenders under the Group's 2018 credit facility nor its advisers were party to discussions with AMC.
In parallel with developing a Plan to restructure the Group's capital structure, the company will also run a marketing process in pursuit of a value maximizing transaction for the Group's assets, focused on proposals for the Group as a whole. It is expected that outreach to potential transaction counterparties will commence in January 2023 as Plan negotiations continue. Any actionable, value-maximising sale transaction emerging from buyer outreach is expected to run in parallel with the pursuit of confirmation of the proposed Plan.
Cineworld has not initiated and does not intend to initiate a separate marketing process for the sale of any of its assets on an individual basis. Furthermore, any sale transaction for the Group as a whole would not include the sale of Cineworld itself and would therefore not be subject to the rules of the Takeover Code.
As previously announced, it is expected that any restructuring or sale transaction agreed with stakeholders will result in a very significant dilution of existing equity interests in Cineworld and there is no guarantee of any recovery for holders of Cineworld's existing equity interests.
Further updates will be provided in due course, as required.
For further information, please contact:
Cineworld Group plc
Israel Greidinger
Nisan Cohen
Manuela Van Dessel
investors@cineworld.co.uk
+44 (0) 20 8987 5000
FGS Global (UK)
James Leviton / James Thompson / Ed Treadwell
Cineworld-LON@fgsglobal.com
+44 (0) 20 7251 3801
FGS Global (US)
Kal Goldberg / Lizzie Hyland / Michael Mittelman
+1 (646) 970-4727
CineworldMedia@fgsglobal.com
PJT Partners LP (Financial Adviser):
Simon Lyons / Joe Lenehan / Kush Nanjee / Henry Lebus
+44 (0)20 3650 1100
About Cineworld
Cineworld was founded in 1995 and is now one of the leading cinema groups in Europe. Originally a private company, it re-registered as a public company in May 2006 and listed on the London Stock Exchange in May 2007. 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. 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, including, among others, the risk that any plan of reorganisation may not be confirmed or implemented at all.
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.