Notice of General MeetingSource: RNS
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
23 March 2023
CINEWORLD GROUP PLC
("Cineworld" or the "Company")
Notice of General Meeting
A general meeting of the Company will be held at Vantage London, Great West Road, Brentford, England TW8 9AG on 20 April 2023 at 10:00 a.m. (the "General Meeting") pursuant to section 656 of the Companies Act 2006 (the "Act").
In circumstances where the value of the Company's net assets is less than half of its called up share capital (constituting a "serious loss of capital" under the Act), its Directors are required, pursuant to section 656 of the Act, to convene a general meeting of the Company for the purpose of allowing shareholders to consider whether any, and if so what, steps should be taken to deal with the situation. Accordingly, the Board is calling the General Meeting to ensure that this matter is addressed as required by the Act. The Board welcomes dialogue with the Company's shareholders, and the General Meeting will provide a forum for such discussions to take place, but no resolutions will be proposed at the General Meeting.
Cineworld remains in discussions with its key stakeholders with a view to developing a Chapter 11 plan of reorganisation that maximises value for the benefit of the Group and its stakeholders. The marketing process, which was announced on 3 January 2023, is continuing in parallel. As previously announced, it is not expected that any plan of reorganisation or sale transaction would result in any recovery for Cineworld's shareholders. Further updates will be provided to shareholders by way of announcement when appropriate, and will be made available on the Company's website at www.cineworldplc.com.
The notice of the General Meeting (the "Notice") is being posted and made available to shareholders today. In accordance with Listing Rules 9.6.1 and 9.6.3, a copy of the Notice has been uploaded to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the Notice is also available on the Company's website at www.cineworldplc.com.
Business as usual
As previously announced, Cineworld continues to operate its global business and cinemas as usual without interruption. Cineworld and its brands around the world - including Regal, Cinema City, Picture House 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 UK.
For further information, please contact:
Cineworld Group plc:
Manuela Van Dessel
+44 (0)20 8987 5000
FGS Global (UK) (Corporate PR Adviser):
James Leviton / James Thompson
+44 (0)20 7251 3801
FGS Global (US) (Corporate PR Adviser):
Kal Goldberg / Lizzie Hyland / Monique Sidhom
+1 (646) 970-4727
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 plc 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 Cineworld and its subsidiaries (together, 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.
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.