18 September 2017

Everyman Media Group PLC

("Everyman", the "Company" or the "Group")

Conditional Placing of 10,000,000 new Ordinary Shares at 170 pence per share to raise £17.0 million

Notice of General Meeting

Everyman Media Group PLC is pleased to announce that it has raised £17.0 million (gross) via a placing of 10,000,000 new Ordinary Shares at the Placing Price of 170 pence per share. The Placing Shares have been conditionally placed by Cenkos Securities PLC ("Cenkos"), as agent for the Company, with institutional and other investors. The Placing was over-subscribed.

Highlights:

-   The Placing has been undertaken as the Directors believe there are significant opportunities for more Everyman venues in the UK

-   The proceeds of the Placing will be used to finance additional new cinema openings above the Company's existing plans, while maintaining debt leverage at a prudent level

-   Directors and related parties are subscribing for 3,354,874 Ordinary Shares as part of the proposed Placing, for a total value of £5.7 million

-   A new long term incentive plan ("LTIP") has been introduced to strengthen the Company's ability to attract and retain key senior executives

Crispin Lilly, Chief Executive Officer, commented:

"We are delighted by the strong level of support we have received from investors as part of this fundraising. The funds raised from this placing will allow us to accelerate the Company's growth plans by financing additional new cinema openings in 2019 and beyond, creating significant further value for shareholders."

Background and Reasons for the Placing

The Directors believe that the opportunities for more Everyman venues within the UK are significant and this has been reinforced by the success of 11 new venues opened since 2015. The scale of the opportunity is evidenced by the success in towns such as Reigate and Gerrards Cross, as much as the larger city centre venues like Birmingham and Leeds.

New venues can be part of a large new developer-led complex, the refurbishment of an old existing traditional cinema or conversion of small existing spaces.

The Group currently has sufficient cash resources to finance 6 new openings in 2018 and 2 to 3 new openings per year thereafter, funded from a mixture of cash held, retained earnings and debt financing. However, the Directors believe that the Group has the opportunity to increase the number of openings in future financial periods based on the number and quality of new sites it is being offered. The purpose of the Placing is to finance this intended increase in openings, whilst maintaining a sensible level of debt leverage within the business and providing additional working capital.

Current Trading and Outlook

The Directors can confirm that the Group is trading in line with their expectations, following a reasonable overall summer in the cinema market. The Directors are positive on the future prospects of the Group as it continues to expand.

Placing

Subject to Admission and the passing of the Resolutions, the Company will issue 10,000,000 new Ordinary Shares which will raise £17.0 million, before expenses, and £16.5 million, after the expenses of the Placing (which are estimated to be £0.5 million (including VAT) in total). The Placing Shares have been conditionally placed by Cenkos, as agent for the Company, with institutional and other investors.

The new Ordinary Shares issued pursuant to the Placing will represent approximately 14.3 per cent. of the Enlarged Share Capital. The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their issue and will otherwise rank pari passu in all other respects with the Existing Ordinary Shares. The Placing Price represents a discount of 2.86 per cent. to the closing mid-market price  of 175 pence per Ordinary Share on 15 September 2017 (being the latest practicable date prior to the date of the Circular).

Cenkos, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. Cenkos has also agreed to use its reasonable endeavours to procure purchasers for 235,294 existing Ordinary Shares at the Placing Price on behalf of Paul Wise. Neither the Placing or the sale of Ordinary Shares on behalf of Paul Wise is underwritten. The Placing and sale of Ordinary Shares on behalf of Paul Wise is conditional, inter alia, upon:

-   Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the Placing Shares and the power to dis-apply statutory pre-emption rights in respect of the Placing Shares;

-   the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission; and

-   Admission taking place not later than 8.00 am on 6 October 2017 or such later date as is agreed in writing between the Company and Cenkos, but in any event not later than 8.00 am on 6 November 2017.

Directors' and related parties' participation in the Placing

As part of the Placing, certain Directors have agreed to subscribe for Placing Shares at the Placing Price. Details of the Placing Shares for which the Directors will be subscribing are displayed below:

* and persons closely associated

In addition to the above subscriptions, Blue Coast Private Equity L.P. ("Blue Coast") owns 19.7 per cent. of the issued Ordinary Share capital of the Company as at the date of this document and is therefore an existing substantial shareholder of the Company (as defined by the AIM Rules), and will be subscribing for 2,012,946 new Ordinary Shares. Michael Rosehill, a non-executive director of the Company, is a director of Blue Coast. Following Admission, Blue Coast is expected to hold 13,798,639 Ordinary Shares, representing approximately 19.7 per cent. of the Enlarged Share Capital.

Blue Coast's participation in the Placing is classified as a related party transaction under the AIM Rules. The independent directors of the Board (being Crispin Lilly and Jonathan Peters) consider, having consulted with Cenkos as the Company's nominated adviser, that the terms of this transaction are fair and reasonable insofar as the Company's shareholders are concerned.

As part of the Placing, Paul Wise has also agreed to sell 235,294 existing Ordinary Shares at the Placing Price. Details of the existing Ordinary Shares being sold as part of the Placing by Paul Wise are displayed below:

Following their subscriptions for Placing Shares, and the sale of existing Ordinary Shares by certain Directors, the shareholdings of the Directors at Admission are expected to be as follows:  

* and persons closely associated

** Of the 5,505,041 Ordinary Shares in which Mr Charles Dorfman is expected to be interested following Admission, 3,592,565 Ordinary Shares will be held by the Lloyd Dorfman Children's Settlement. Mr Charles Dorfman is one of the potential beneficiaries of the Lloyd Dorfman Children's Settlement.

*** Of the 13,987,049 Ordinary Shares in which Mr Michael Rosehill is expected to be interested following Admission, 188,410 Ordinary Shares will be held in a personal capacity. The remaining 13,798,639 Ordinary Shares will be held by Blue Coast Private Equity L.P.  Mr Rosehill is a director of Blue Coast and, therefore, has an indirect interest in their shareholding.

Admission

Application will be made for the Placing Shares to be admitted to trading on AIM and, subject to Shareholder approval, dealings are expected to commence on 6 October 2017 or such later date as is agreed in writing between the Company and Cenkos, but in any event not later than 8.00 am on 6 November 2017.

New Long Term Incentive Plan

The  Remuneration Committee of the Company has introduced a new long term incentive plan ("LTIP") to strengthen its ability to attract and retain key senior executives through ensuring participants receive competitive incentives which align their interests with those of the Company's shareholders.

Participation in the LTIP will be at the discretion of the Remuneration Committee with awards being based on a percentage of the participant's base annual salary at the date the recommendation is made. Under the terms of the LTIP, awards cannot be made in excess of 60 per cent. of the participant's base salary at the date of the award or, in exceptional circumstances, 120 per cent. of base salary. Awards will give participants a conditional right to receive up to a specified maximum number of shares in the Company subject to achievement of performance targets over a performance period, both of which will be determined by the Remuneration Committee. It is expected that 50 per cent. of the award will be subject to achievement of adjusted EBITDA targets, and the remaining 50 per cent. will be subject to achievement of share price targets. The initial awards will have a 5 year vesting period, but will vest early under certain other circumstances, including in the event of a change of control of the Company. The awards will be structured as conditional rights to acquire shares at nil or nominal cost, to be specified in individual awards.

The LTIP rules contain a dilution limit which limits the value of awards (and any share awards and options under other plans) which are outstanding over newly issued shares of the Company at the date of award, to a maximum of 10% of the issued share capital of the Company at that time. Awards under the LTIP will also be subject to both malus and clawback provisions; clawback can be made up to 3 years after the end of the relevant performance period.

The Board of Directors of the Company may from time to time amend the terms of the LTIP as it sees fit, provided that the amendment does not have a material adverse effect on a participant without the consent of the participants.

Recommendation

The Directors consider the Placing to be in the best interests of the Company and the Shareholders as a whole and, accordingly, unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 13,210,713 Ordinary Shares, representing approximately 22.0 per cent. of the Existing Ordinary Shares.

Circular and Timetable

The Circular has today been sent to shareholders who have elected to receive a hard copy of Company documents. The Circular is also available on the Company's website: http://investors.everymancinema.com/. The circular convenes a General Meeting of the Company to approve the Placing and will be held at Everyman Cinema, 5 Holly Bush Vale, Hampstead, London NW3 6TX at 10.00 a.m. on 5 October 2017. The key dates for the Placing are set out below:

Capitalised terms used, but not defined in this announcement shall have the same meaning as set out in the Circular.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.