REG - Cineworld Group plc - Chapter 11 Update

CineworldAnnouncement

26/06/2023 07:00

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RNS Number : 8110D  Cineworld Group plc  26 June 2023

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CINEWORLD GROUP PLC

("Cineworld" or the "Company")

Chapter 11 Update

Further to its announcement on 11 April 2023, Cineworld (together with its
subsidiaries, the "Group") today announces that it and certain of its
subsidiaries (together, the "Group Chapter 11 Companies") filed an updated
supplement to their second amended joint Chapter 11 plan of reorganisation
(each as may be amended, supplemented or otherwise modified from time to time,
the "Plan Supplement" and the "Plan", respectively) on 25 June 2023 with the
United States Bankruptcy Court for the Southern District of Texas, Houston
Division (the "Bankruptcy Court").  This follows the filing of an initial
Plan Supplement on 6 June 2023.

The Plan was filed with the Bankruptcy Court on 26 April 2023 and contemplates
a proposed restructuring of the Group (the "Proposed Restructuring").  The
Plan Supplement includes documents that, among other things, set out the
various steps to be undertaken by the Group in order to effect the Proposed
Restructuring.

The Proposed Restructuring, when implemented, will transform the Group's
balance sheet and provide it with significant additional liquidity to fund its
long-term strategy. In particular, the Proposed 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 $1.46 billion in new debt financing.  Given the level of
existing debt that is expected to be released under the Plan, the Proposed
Restructuring does not provide for any recovery for holders of Cineworld's
existing equity interests.

As set out in the Plan Supplement, it is expected that, as part of the
completion steps for the Proposed Restructuring and shortly prior to the Group
Chapter 11 Companies' emergence from their Chapter 11 cases, the board of
directors of Cineworld Group plc (the "Board") will apply to the court in
England for an administration order in respect of Cineworld Group plc.  The
administration application would only apply 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, which would continue to
operate as usual without interruption.  Any administration order would not
affect the status or rights of any of the Group's employees.

It is envisaged that, once administrators have been appointed, they will take
steps through which substantially all of Cineworld Group plc's assets will be
transferred to its wholly owned subsidiary, Crown UK Holdco Limited ("Crown"),
and a newly incorporated company to be controlled by the Group's lenders will
become the sole owner of Crown, with Cineworld Group plc ceasing to have any
interest in Crown or the rest of the Group.  As such, although the Plan is
intended to allow the business of the Group to emerge from the Chapter 11
cases as a continued going concern, it will not achieve a rescue of Cineworld
Group plc itself.

As a consequence of this and following an application by Cineworld to the
Financial Conduct Authority (the "FCA"), it is expected that the listing of
Cineworld Group plc's 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 shortly
following any decision by the Board to make an application to appoint
administrators in respect of Cineworld Group plc, currently expected to take
place in July 2023.  Cineworld further confirms that the Listing and the
Admission to Trading are expected to be cancelled at 8.00 a.m. on the business
day following the actual appointment of administrators in respect of Cineworld
Group plc.

Timing of emergence

Cineworld continues to expect to emerge from the Chapter 11 cases in July
2023. The Group Chapter 11 Companies are seeking to confirm the Plan on an
expeditious timeline.  Certain creditor approvals, among other requirements,
will need to be obtained in order for the Bankruptcy Court to confirm the
Plan.

Business as usual

Cineworld continues to operate its global business and cinemas as usual
without interruption and this will not be affected by the entry of Cineworld
Group plc into administration.  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 UK.

Additional information

A copy of the Plan Supplement, as well as other information regarding the
Chapter 11 cases, is available at the following website:
https://cases.ra.kroll.com/cineworld (https://cases.ra.kroll.com/cineworld) .

Contacts:

Cineworld Group plc:
Israel Greidinger

Nisan Cohen

Manuela Van Dessel

investors@cineworld.co.uk
+44 (0)20 8987 5000

FGS Global (UK) (Corporate PR Adviser):
James Leviton / James Thompson

Cineworld-LON@fgsglobal.com

+44 (0)20 7251 3801

FGS Global (US) (Corporate PR Adviser):
Kal Goldberg / Lizzie Hyland / Monique Sidhom

CineworldMedia@fgsglobal.com

+1 (646) 970-4727

PJT Partners LP (Financial Adviser):
Simon Lyons / Kush Nanjee

+44 (0)20 3650 1100

Steven 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. 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 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, including,
among others, the timing of any emergence from the Chapter 11 cases and the
risk that any Plan 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.

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