Help
Lease
Renew lease?

                                                                                                                                                      

                                                                          AGGREGATE CAPITAL RAISING PARTY TRANSFER FORM

THIS FORM MEMORIALIZES PERMITTED TRANSFERS CONSUMMATED BY AGGREGATE CAPITAL RAISING PARTIES AND THEIR RESPECTIVE PERMITTED TRANSFEREES IN ACCORDANCE WITH THE AMENDED AND RESTATED FINANCING COMMITMENT AND BACKSTOP AGREEMENT AND THE RIGHTS OFFERING PROCEDURES [1], AS APPLICABLE.

·       Aggregate Equity Capital Raising Parties: With respect to any Transfers pursuant to Section 2.5(c)(i) of the Amended and Restated Financing Commitment and Backstop Agreement, any transferring Aggregate Equity Capital Raising Party may transfer: (A) its Legacy Facilities Claims that are subject to the Amended and Restated Restructuring Support Agreement, (B) the rights and obligations of such Aggregate Equity Capital Raising Party to participate in the Direct Equity Allocation and purchase the Direct Allocation Shares and the Rights Offering Shares and (C) the rights and obligations of such Aggregate Equity Capital Raising Party to provide the Rights Offering Backstop Commitment and to purchase the RO Backstop Shares and receive the ERO Backstop Premium Shares, provided, that, any transfer of any of the foregoing must include, on a pro rata basis, each of (A)-(C) and comply with the requirements of the Amended and Restated Financing Commitment and Backstop Agreement.

·       Aggregate Sponsored Facility Capital Raising Parties: With respect to any Transfers pursuant to Section 2.5(c)(ii) of the Amended and Restated Financing Commitment and Backstop Agreement, any transferring Aggregate Sponsored Facility Capital Raising Party may transfer: (A) its rights and obligations to provide the Sponsored Exit First Lien Facility and (B) the right to receive the Exit First Lien Facility Premium, provided, that, any Transfer of any of the foregoing must include, on a pro rata basis, each of (A) and (B) and comply with the requirements of the Amended and Restated Financing Commitment and Backstop Agreement.

·       Permitted Transferees of Aggregate Capital Raising Parties: Pursuant to Section 2.5(d) of the Amended and Restated Financing Commitment and Backstop Agreement, to consummate a Permitted Transfer, each Permitted Transferee must execute and provide to the Rights Offering Subscription Agent, the Company and the Consenting Creditors’ Advisors promptly (no later than one (1) Business Day after any Permitted Transfer) a FCBA Joinder and an RSA Joinder (unless already party to the Amended and Restated Financing Commitment and Backstop Agreement and the Amended and Restated Restructuring Support Agreement) and the transferring Aggregate Capital Raising Party and the Permitted Transferee must execute and provide to the Rights Offering Subscription Agent, the Company and the Consenting Creditors’ Advisors this form, including (if applicable) evidence of the consent to the Permitted Transfer by the Company (a “Company Consent”) (which Company Consent may be in the form of an email from the Company or Kirkland & Ellis LLP, as counsel to the Company, providing for such consent by the Company). For the avoidance of doubt, Permitted Transferees who are (i) Aggregate Capital Raising Parties do not need to deliver a RSA Joinder, FCBA Joinder, and a Company Consent, while (ii) Related Purchasers of an Aggregate Capital Raising Party do need to deliver a RSA Joinder and a FCBA Joinder but do not need to deliver a Company Consent. Permitted Transferees who are not Aggregate Capital Raising Parties must deliver all Transfer documents as set forth herein and as may be required to validate such Transfer.

Please be advised that each Permitted Transferee (i.e., a deemed Aggregate Capital Raising Party), each Aggregate Capital Raising Party and any Designees thereof must complete an Aggregate Capital Raising Party Subscription Form to receive their Rights Offering Shares, Direct Allocation Shares and Premium Shares or to participate in the Sponsored Exit First Lien Facility. You may not receive your Rights Offering Shares, Direct Allocation Shares and Premium Shares or be able to participate in the Sponsored Exit First Lien Facility promptly or at all if you fail to complete the Aggregate Capital Raising Party Subscription Form no later than the deadline specified in the Amended and Restated Financing Commitment and Backstop Agreement. Once an Aggregate Capital Raising Party Subscription Form has been delivered, an Aggregate Capital Raising Party may not Transfer its Rights Offering Shares, Direct Allocation Shares, Premium Shares (if applicable) or portion of the Sponsored Exit First Lien Facility unless such Aggregate Capital Raising Party Subscription Form has been revoked by such Aggregate Capital Raising Party.

[1]      Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Amended and Restated Financing Commitment and Backstop Agreement and the Rights Offering Procedures, as applicable. To the extent there is any conflict between the terms used in the Amended and Restated Financing Commitment and Backstop Agreement and those terms used in the Rights Offering Procedures, the terms in the Amended and Restated Financing Commitment and Backstop Agreement shall control.

Please provide up to two emails you would like to receive the confirmation email. You will receive the confirmation email after submitting a complete form.
Missing or incorrect value

HOW TO SUBMIT THIS FORM

YOUR COMPLETED TRANSFER FORM SHOULD ONLY BE SUBMITTED VIA THE RIGHTS OFFERING SUBSCRIPTION AGENT’S (“KROLL”) ELECTRONIC PORTAL. TO ACCESS THE ELECTRONIC PORTAL, VISIT HTTPS://CASES.RA.KROLL.COM/CINEWORLD, CLICK ON THE “AGGREGATE CAPITAL RAISING PARTY TRANSFER FORM” SECTION OF THE WEBSITE AND FOLLOW THE INSTRUCTIONS TO SUBMIT YOUR FORM. PLEASE DO NOT FOLLOW UP WITH HARD COPIES OR EMAILED COPIES OF THE TRANSFER DOCUMENTS. THE E-PORTAL IS THE ONLY VALID METHOD OF SUBMISSION. NO OTHER METHODS WILL BE ACCEPTED.

If you have any questions, please contact the Rights Offering Subscription Agent via email at CineworldIssuerServices@is.kroll.com (please reference “Cineworld Transfer Form” in the subject line), or at the following applicable phone number: 844.648.5574 (Toll-free) and 845.295.5705 (International).

Identification (Please select only one). Please complete this Aggregate Capital Raising Party Transfer Form separately in each of your capacities as an Aggregate Capital Raising Party, if applicable):  

Missing or incorrect value
Please indicate the nature of the transfer (i.e., from what category of holder to what category of holder). For the avoidance of doubt, the term “Aggregate Capital Raising Party” includes each Equity Capital Raising Party, Sponsored Facility Capital Raising Party, Subsequent Equity Capital Raising Party and Subsequent Sponsored Facility Capital Raising Party. Check only one box below:
 

1) Aggregate Capital Raising Party transferring to Aggregate Capital Raising Party (if transferring to an Aggregate Capital Raising Party, additional support documentation is not required)

 

2) Aggregate Capital Raising Party transferring to Non-Aggregate Capital Raising Party that is a Related Purchaser of the transferring Aggregate Capital Raising Party (if transferring to a Non-Aggregate Capital Raising Party that is a Related Purchaser of the transferring Aggregate Capital Raising Party, the transferee must attach the RSA Joinder Signature Page, FCBA Joinder and Permitted Investor Questionnaire to this submission)

 

3) Aggregate Capital Raising Party transferring to Non-Aggregate Capital Raising Party that is not a Related Purchaser of the transferring Aggregate Capital Raising Party (if transferring to a Non-Aggregate Capital Raising Party that is not a Related Purchaser of the transferring Aggregate Capital Raising Party, the transferee must attach the RSA Joinder Signature Page, FCBA Joinder, Permitted Investor Questionnaire and Company Consent to this submission)

Missing or incorrect value

Section 2. For Aggregate Equity Capital Raising Parties: Holder Information

 

Item 2a. Please indicate below the holder of the Legacy Facilities Claim(s) as of the date hereof (i.e., the transferring Aggregate Equity Capital Raising Party’s Legacy Facilities Claims that are subject to the Amended and Restated Restructuring Support Agreement): 

Missing or incorrect value
Item 2b. Insert the aggregate dollar amount of your Legacy Facilities Claim(s) that are subject to the Amended and Restated Restructuring Support Agreement as of the date hereof: $ Missing or incorrect value

As this form relates to the transfer of a Legacy Facilities Claim(s) that has been transferred by the Aggregate Equity Capital Raising Party listed as the holder of record on the date hereof, the Rights Offering Subscription Agent reserves the right to confirm and trace the Legacy Facilities Claim(s) that are subject to the Amended and Restated Restructuring Support Agreement back to such holder and have the holder of record as of the date hereof and any subsequent Permitted Transferee who is an Aggregate Equity Capital Raising Party, if any, acknowledge this form so that the Rights Offering Subscription Agent may validate and reconcile any Permitted Transfer to the register of holders as of the date of this Permitted Transfer.

 

Item 2c. The Holder represents and warrants that, in connection with any Transfer pursuant to Item 3a. below, it is simultaneously Transferring a pro rata amount of its Legacy Facilities Claims that are subject to the Amended and Restated Restructuring Support Agreement to the Permitted Transferee identified in Section 5.

Section 3. For Aggregate Capital Raising Parties: Pro Rata Amount Transfer

Item 3a. The below table is for Aggregate Equity Capital Raising Parties.

Please indicate below the percentage amount of your Legacy Facilities Claim(s) that are subject to the Amended and Restated Restructuring Support Agreement, Direct Allocation Shares, General Rights Offering Shares, RO Backstop Shares (as applicable) and ERO Premium Shares (as applicable) being transferred (i.e., up to 100% of your Legacy Facilities Claims(s)). All percentages will be rounded to the number that is 10 digits after the decimal place.

Please insert percentage: % Missing or incorrect value

The below table is for Equity Capital Raising Parties only. For reconciliation purposes, please insert the aggregate holdings amount of your Legacy Facilities Claim(s) (subject to the Amended and Restated Restructuring Support Agreement) that would be Transferred in accordance with your Permitted Transfer (calculated based on the percentage set forth in Item 3a above): If this section does not apply to you, please put 0 in the box below.  Note:  Please include the amount of your holdings ONLY, without accounting for USD / Euro currency conversion.  

 $ Missing or incorrect value
€ Missing or incorrect value

Please indicate below your FINAL percentage amount (after transfer) of your Backstop Allocated Percentage and Direct Allocation Percentage. All percentages will be rounded to the number that is 10 digits after the decimal place.

 % Value can't be more than 100%

Please indicate below your FINAL percentage amount (after transfer) of your Backstop Fee Percentage. All percentages will be rounded to the number that is 10 digits after the decimal place.

 % Value can't be more than 100%

Item 3b. The below table is for Aggregate Sponsored Facility Capital Raising Parties only.

Please indicate below the percentage of your commitment in respect of the Sponsored Exit First Lien Facility and, as applicable, Exit First Lien Facility Premium Shares being transferred (i.e., up to 100% of your commitment in respect of the Sponsored Exit First Lien Facility). All percentages will be rounded to the number that is 10 digits after the decimal place.

Please insert percentage: % Missing or incorrect value

Please indicate below the FINAL percentage (after transfer) of your commitment in respect of the Sponsored First Lien Allocated Percentage. All percentages will be rounded to the number that is 10 digits after the decimal place.

 % Value can't be more than 100%

Please indicate below the FINAL percentage (after transfer) of your commitment in respect of the First Lien Premium Percentage. All percentages will be rounded to the number that is 10 digits after the decimal place.

 % Value can't be more than 100%

Transferor Full Name
(i.e.,Please List Institution Name):
Missing or incorrect value
Transferor Address:
Missing or incorrect value
Contact Name at Transferor:
Missing or incorrect value
E-Mail Address of
Contact at Transferor:
Missing or incorrect value
Telephone Number of
Contact at Transferor:
Missing or incorrect value

Transferee Full Name:

(Please List Institution Name)

 
Missing or incorrect value
Transferee Address:
Missing or incorrect value
Contact Name at Transferee:
Missing or incorrect value
E-Mail Address of
Contact at Transferee:
Missing or incorrect value
Telephone Number of
Contact at Transferee:
Missing or incorrect value

Section 7. Certifications and Signatures:

The below undersigned Permitted Transferee certifies that it understands that the right to participate in the Direct Allocation, the Rights Offering, the Rights Offering Backstop Commitment or receive any Premium Shares is subject to all the terms and conditions set forth in the Amended and Restated Financing Commitment and Backstop Agreement and the Rights Offering Procedures, as applicable, and agrees that the commitment to participate in the Sponsored Exit First Lien Facility, as applicable, constitutes an irrevocable commitment in the amount set forth in accordance with the Amended and Restated Financing Commitment and Backstop Agreement, including with respect to the submission of an Aggregate Capital Raising Party Subscription Form, as applicable. The Permitted Transferee hereby confirms that, as of the date hereof, each of the representations set forth in the Amended and Restated Financing Commitment and Backstop Agreement, including those in the Permitted Investor Questionnaire attached hereto, are accurate as applied to the Permitted Transferee in the place of the transferring Aggregate Capital Raising Party. The Permitted Transferee hereby agrees to be bound by the terms of the Amended and Restated Financing Commitment and Backstop Agreement and, to the extent applicable, the Rights Offering Procedures (including those set forth in the Aggregate Capital Raising Party Subscription Form) as though the Permitted Transferee were an Aggregate Capital Raising Party, including, without limitation, the obligations to deliver a completed and executed Aggregate Capital Raising Party Subscription Form and all other required documentation to the Rights Offering Subscription Agent, including with respect to the Sponsored Exit First Lien Facility.

Permitted Transferee Information

Transferee Name:

(Please list your Institution Name)

Missing or incorrect value
Title:
Missing or incorrect value
Signature:
Do you want to sign electronically or upload a signature page?Missing or incorrect value
Remove File
Remove File
E-Mail Address:
Missing or incorrect value
Telephone Number:
Missing or incorrect value
Effective Date of Transfer:

The below undersigned transferring Aggregate Capital Raising Party certifies that the information with regard to the transferring Aggregate Capital Raising Party set forth in Section 2 and Section 4, as applicable, is true and correct.

Transferring Aggregate Capital Raising Party Information

Transferor Name (i.e., Name of Aggregate Capital Raising Party):
Missing or incorrect value
Name:

 

Missing or incorrect value
Title:
Missing or incorrect value
Signature:
Do you want to sign electronically or upload a signature page?Missing or incorrect value
Remove File
Remove File
E-Mail Address:
Missing or incorrect value
Telephone Number:
Missing or incorrect value
Effective Date of Transfer:
6d802023b5f69eb9c01523eb248a96d0005fbeca
Confirm
Form Submitted
Review Form Validation Messages
Unable to complete action
Confirmation
Confirmation
Create link to share
Session About To ExpireSession Expired
Your session is about to expire. Click the button below if you wish to continue using this page.
This form has to be reloaded. This might take you to the login page. If you think that you shouldn't see this message and that the problem persists, please contact support.