ODEON & UCI CINEmas HOlDINgs lImItED...the group’s unique luxury offering that includes reclining leather seating and at-seat service of fine food and drink. there were three other

ODEON & UCI CINEmas HOlDINgs lImItEDDirectors’ report and financial statementsRegistered number 0617061131 December 2012

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ODEON & UCI Cinemas Holdings Limited

CONTENTS

Directors’ Report 3

statement of directors’ responsibilities in respect of the Directors’ Report and the financial statements 9

Independent auditor’s report to the members of Odeon and UCI Cinemas Holdings limited 10

Consolidated profit and loss account 12

Consolidated statement of total recognised gains and losses 13

Consolidated balance sheet 14

Company balance sheet 15

Consolidated cash flow statement 16

Notes 17

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Principal Activitythe principal activity of the group is the operation of multiplex cinemas. the principal activity of the Company is that of a holding company.

Business Review Market positionthe group is the market leader in Europe. It is a market leader in the UK/Ireland, spain and Italy, with a presence in three other European markets. at the year-end date, the group operated a total of 2,179 screens in 236 cinema sites, in a combination of freehold, long leasehold and short leasehold properties. the business operates under the name of Odeon in the UK and Ireland; UCI in germany, Italy, austria and Portugal; and Cinesa in spain.

Portfolio development – additional cinemasDuring 2012, eight cinemas were added to the group’s portfolio as follows:march the Point, Dublin, Ireland (6 screens)July BFI, london (high profile managed site with 1 screen, the biggest in the UK)september Broadway Plaza, Birmingham, UK (12 screens)October llanelli, UK (5 screens) Puerto Venecia, Zaragoza, spain (10 screens)November Dorchester, UK (3 screens) as Cancelas, santiago, spain (8 screens)December Catania, Italy (7 screens)

Portfolio development – major refurbishmentsIn london, the Whiteleys cinema was redeveloped during late 2011 and reopened in January 2012. It now includes “the lounge”, the group’s unique luxury offering that includes reclining leather seating and at-seat service of fine food and drink.

there were three other major refurbishments in the UK during the year, which included the “Odeon studios” adjacent to the flagship leicester square cinema in london, and two in spain.

Digital projectionthe conversion of the whole group to digital projection was completed in July 2012, supported by external funding arrangements.

the benefits from digital are in the process of being realised: 3D projection is established; significant staff cost savings have been achieved, with more to follow; screen advertising advantages are starting to be seen; and alternative content is growing. there is an ongoing appetite from our customers for 3D film product, which commands a ticket price premium. In 2012, approximately 17% of our cinema attendance and 21% of our box office revenue arose from 3D films, both slightly down on prior year due to the relative success in 2012 of 2D films, such as skyfall.

iSens projectionisens is the group’s proprietary big screen brand in Continental Europe, similar in concept to ImaX. It was launched initially during 2011 with good results at two cinemas in spain and one in Italy. During 2012, nineteen further isens screens opened in Continental Europe and the system was introduced at one site in the UK and two in Ireland, where the slightly different brand name isense is used.

Retail and other developmentsthe group has continued to invest in rolling out improved retail food and drink offerings, broadening the range of products available to customers. a further 21 Costa Coffee locations were added during the year in the UK and Ireland, bringing the total to 43 at year-end. In spain, following earlier trials, further coffee shops using the premium Farggi brand were opened, bringing the total to 4 at year-end. a video on demand (VOD) platform in spain was launched during November 2012 and at two sites in the UK, trials of a “4D” experience using motion seats were commenced. Both are in their early stages and their potential and performance will become clearer during 2013.

DirECTOrS’ rEpOrT

the Directors present their report and the audited financial statements of the group and Company for the year ended 31 December 2012.

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(1) Market data is provisional and for some territories is a full market estimate based on information available for part of the market.(2) Earnings before interest, tax, depreciation, amortisation, one-off costs (2012: £3m and 2011: £3m), exceptional items and rent payable to the Odeon Property Group LLP (“PropCo”). The rent payable to PropCo was £10m (2011: £10m). EBITDA includes a £9m credit to rent with regard to prior years, as described overleaf.

Main Market Attendance Growth 2012 v 2011On a weighted average basis, the market volumes in the group’s major territories were down 3% overall.

Attendance (millions) (1) 2010 2011 2012 2012 vs 2011 growth

UK 168.8 172.1 172.5 +0.3%spain 101.6 98.4 92.9 (5.6%)germany 126.6 129.6 135.2 +4.4%Italy 121.3 112.1 101.0 (9.9%)

Despite a very strong fourth quarter, attendance volumes for the year in the group’s markets overall ended lower than the previous year. germany was ahead, with strong results in particular for the Intouchables and skyfall. the UK was slightly ahead, as the strong Q4 titles, especially skyfall, offset the weakness earlier in the year, impacted by the golden Jubilee, the European Football Championships and the Olympics and Paralympics. spain and Italy ended the year lower than 2011 because of the weaker first nine months, with a thinner film slate, unusually adverse weather and the impact of the European Football Championships, with both countries playing to the final. the exceptional combination of these factors led to unusually low volumes for the year. In aggregate on a weighted average basis, our major markets declined by 3% year-on-year.

KPIsthe primary KPIs followed by the group are attendance and EBItDa(2). group Paid attendance was 4% higher in 2012 than in 2011, with 82.3m vs 79.2m customers, reflecting growth from acquisitions and other estate development net of lower markets.

EBItDa(2) was down 2% to £101m (2011: £103m). the group also follows supplementary KPIs including revenue per customer, film hire costs, retail margins, staff and other costs. lower markets and 3D proportions than in 2011 were mitigated by improved revenue KPIs on the like-for-like estate, both ticket revenue and retail revenue per customer, and good cost control, particularly over staff costs.

the EBItDa(2) growth trend over recent years is illustrated by the following table.

£m 2006 2007 2008 2009 2010 2011 2012

EBItDa 65 68 72 80 92 103 101

Financial Resultsgroup turnover for the year was marginally lower at £724m (2011: £725m). at constant foreign exchange rates, group turnover was up 4%. as stated above, EBItDa(2) was £101m in 2012, a decrease of 2% on the equivalent figure of £103m in 2011. the EBItDa(2) of £101m is prior to charging non-cash depreciation and amortisation of £74m and other items as footnoted. an operating profit was reported of £13m (2011: £26m).

Interest costs in the profit and loss account, excluding non-cash items, were £52m in 2012 (2011: £41m).

the loss for the year of £84m (2011: £69m loss) was after total non-cash charges of £122m (2011: £119m), including £74m (2011: £65m) depreciation and amortisation, £41m (2011: £38m) financing cost accrual on loan notes and £3m (2011: £11m) amortisation of loan issue costs.

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Asset Accounting ReviewDuring 2012, an exercise was completed to review depreciation rates and asset accounting generally. the principal conclusions were that:(i) useful lives in relation to certain categories of assets for depreciation purposes were too short relative to actual asset lives; and(ii) certain contributions from landlords relating to assets would be more appropriately accounted-for under the group’s existing

lease incentives accounting policy rather than as reductions in capital expenditure.

the resultant accounting changes made were as follows:(i) asset lives for depreciation calculation purposes were revised where appropriate. the impact on depreciation in the profit and

loss account was a reduction of approximately £9.0m for 2012.(ii) adjustments were made in 2012 to the accounting for contributions from landlords as follows: a) Fixed asset cost of £52.8m was added to the balance sheet.

Depreciation of £10.9m was charged through the profit and loss account on this asset cost, of which £9.1m related to previous years. Depreciation of £0.5m was also posted to goodwill, in relation to pre-acquisition periods of businesses purchased in 2011. the resultant fixed asset net book value at the 2012 balance sheet date was £41.4m.

b) a creditor (deferred income) of £52.8m was added to the balance sheet, reflecting the lease incentives received. the creditor was partly released to the profit and loss account during 2012, reducing rentals under operating leases by £10.9m, of which £9.1m related to previous years. amounts of £0.5m were also posted to goodwill, in relation to pre-acquisition periods of businesses purchased in 2011. the resultant creditor carrying value at the 2012 balance sheet date was £41.4m.

there was no impact on total operating expenses, profit, net assets or cash from any of the adjustments described in (ii) above.

Investment and Net Debtthe group continued to invest to grow future earnings and enhance the high quality of the existing estate.

In terms of asset additions, £12m was incurred on capital maintenance of the estate; £12m on additional sites for 2012 and future periods; and £20m on other revenue-generating projects. a further investment of £24m was made in digital assets. Digital assets are primarily externally funded but nevertheless shown on the group balance sheet, as described in note 1 to the accounts. accounting adjustments were also made to capitalise assets funded by landlord contributions, as described above. total asset additions for 2012, as shown in note 13 to the accounts, were £121m. Net cash spend on capital expenditure was £42m (2011: £51m).

Net debt excluding loan notes and finance leases was £411m (2011: £392m) at year-end, reflecting the continuing application of may 2011 bond issue proceeds in investment to develop the business.

Loans to Odeon Property Group LLPDuring 2007, 31 UK properties were sold to and leased back from subsidiaries of Odeon Property group llP (the “PropCos”), which are related parties. the consideration was partly settled in cash during 2007 and the remaining balance was left outstanding on account, accruing interest, see note 30.

at the 2009 year-end, in view of valuations in the property market at that time, the directors considered the recoverability of the amounts receivable from the PropCos and concluded that it was prudent to reduce their carrying values whilst market property valuations remained below historic levels. the carrying value of the loans was considered again for the 2010, 2011 and 2012 accounts and the directors concluded that the existing level of provision remains appropriate.

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Principal Risks and Risk Managementthe principal risk to the business is lower attendance. there is some volatility year on year, depending on the film slate, which in turn depends on production from Hollywood and local content in each country. an increase in the availability of pirated films, changes to customer film viewing habits or the level of competition from other exhibitors may also have an impact on attendance. the risk to earnings performance is mitigated by cost savings in film hire and staff, which reduce at lower attendances, and by controlling discretionary costs and capital expenditure.

Economic conditions continue to be challenging although there are signs of the beginning of a potential recovery in screen advertis-ing following reductions over the previous three years. the group has maintained good cost control in a year where a number of exceptional factors as described in the market commentary above have resulted in unusually low volumes.

some commentators are concerned about the impact of the increasing penetration of home cinema equipment and online film downloads on cinema attendance. similar concerns were expressed with the introduction of tV, Video Cassettes and DVDs. the directors believe that cinema continues to offer excellent value in the “going out” market and that there will be ongoing demand for the cinema experience for the foreseeable future.

the principal financial risk to the group is the movement of interest rates. Following the 2011 refinancing, the sterling element of the senior secured notes (£300m) is at a fixed interest rate of 9.0% and, to hedge the Euro element (€200m) which is at floating rates, a three year interest rate swap is in place to fix the effective total rate to 9.07% until may 2014.

the group’s foreign exchange position is naturally hedged by holding a proportion of debt in Euros similar to the proportion of earn-ings. most of the group’s excess cash is held in sterling.

Future Prospectsthe group will continue to invest in its existing portfolio of sites and seek new site opportunities and acquisition targets.

Going Concern and Liquidity ManagementFollowing a refinancing in may 2011, senior secured notes totalling £300m and €200m are in issue. the term of the notes is 7 years. Furthermore, agreements were entered during may 2011 that provide the group with a £90m committed Revolving Credit Facility (“RCF”) for working capital management and other purposes, which put the group in a strong liquidity position. the term of the RCF is 6 years. Under these new financing arrangements, there are no regular maintenance covenant ratio tests: ratios are tested only upon certain events which are within the control of the group, such as raising additional external debt.

the directors believe that the group has adequate resources to continue operating for the foreseeable future. With this in mind, the directors have formally considered and concluded that the preparation of financial statements on a going concern basis is appropri-ate. Further details are shown in the “Basis of preparation” section of note 1 to the financial statements.

Board of Directors and Management of the GroupDuring the year, and at 31 December 2012, the board of directors of Odeon and UCI Cinemas Holdings limited consisted of terra Firma representatives, members of the group’s executive management team and independent non-executive directors, as follows:

a R gavin Chief Executive Officer terra Firma representatives: J P mason Chief Financial Officer D Brown m J Kinski Independent non-executives: R N Barr (appointed 11 Jun 2012) F s Duncan J K Williamson (appointed 27 Jan 2012) g m Edge t l Huggett (resigned 13 Jul 2012) t J money (resigned 27 sep 2012)

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Post Balance Sheet Eventsthere were no disclosable post balance sheet events prior to the date of signature of this report and financial statements.

Dividendsthe directors do not recommend the payment of a dividend (2011: £nil) with respect to preference or ordinary shares.

Ownership terra Firma Investments (gP) 2 limited, acting as general partner of the six limited partnerships which constitute the terra Firma Capital Partners II Fund, terra Firma Capital Partners II lP-H, tFCP II Co-Investment 2 lP and tFCP II Co-Investment 2a lP (“terra Firma”), has the ability to exercise a controlling influence over the Company and the group through the holding of shares in a parent of the Company.

terra Firma, through new holding companies, acquired the Odeon and UCI businesses from their respective vendors in late 2004.

Creditor Payment Policythe group does not follow any specific external code or standard on payments practice. Payments to suppliers are made in accordance with agreed terms. the Company itself had no trade creditors at 31 December 2012.

Employee involvementEmployment in the group decreased 2% to 9,407 in 2012 compared to 9,591 in 2011 (average number of employees, including part time employees). meetings are held on a regular basis with employees to review attendance, film slate, financial and operating performance. Information is cascaded from senior management teams to cinema teams. there is an annual cinema management conference in all territories and more frequent regional meetings. there is opportunity at these meetings for senior managers to be questioned about matters which concern the employees.

Employment of disabled peopleFull and fair consideration is given to applications for employment made by disabled persons having regard to their particular aptitudes and abilities. Wherever possible the employment of members of staff who become disabled will be continued under normal terms and conditions and appropriate training and career development will be offered.

Communitythe cinema is an important part of social life in local communities. Cinema management maintain close contact with local community representatives, politicians and businesses. Cinemas are used as meeting places for purposes other than only films. sub-brands have been developed which cater for special interest groups and employees actively participate in charitable fundraising activities.

Health and Safetythe policy of the group is to endeavour at all times to achieve the highest standards of health, safety and welfare for its employees, customers and other visitors. to this end, clearly-defined policies, procedures, roles and responsibilities are in place, and supervision, instruction, information and appropriate training are provided. a full management system including monitoring of safety standards, independent audits and review of all key findings by senior management is in place. the system has been independently reviewed to ensure compliance with the relevant standards.

Environmentthe group has taken steps to reduce its impact on the environment and is committed to continuing to do so. Efficiency savings have been made in gas and electricity consumption, and water consumption has been reduced through the introduction of flow reduction systems. Waste reduction is also a priority, in particular through the sourcing of more recyclable and environmentally-friendly products.

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Political and Charitable Donationsthe group made no direct political or charitable donations in the current or preceding year, although it offers screen time to certain charities and encourages employees to participate in charitable fundraising activities.

Disclosure of information to auditor the directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each director has taken all the steps that he or she ought to have taken as a director to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Auditorthe auditor, KPmg llP, has indicated its willingness to continue in office. Elective resolutions are currently in force to dispense with holding annual general meetings, the laying of accounts before the Company in general meetings and the appointment of the auditor annually. Pursuant to section 487 of the Companies act 2006, the auditor will be deemed to be reappointed and KPmg llP will therefore continue in office.

By order of the board

J P MasonDirector 25 March 2013

54 Whitcomb streetlondonWC2H 7DN

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STaTEmENT Of DirECTOrS’ rESpONSibiliTiES

in respect of the Directors’ Report and the financial statements

the directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the group and parent company financial statements in accordance with UK accounting standards and applicable law (UK generally accepted accounting Practice).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the directors are required to:

n select suitable accounting policies and then apply them consistently;

n make judgments and estimates that are reasonable and prudent;

n state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

n prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

the directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies act 2006. they have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

the directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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We have audited the financial statements of Odeon and UCI Cinemas Holdings limited for the year ended 31 December 2012 set out on pages 12 to 48. the financial reporting framework that has been applied in their preparation is applicable law and UK accounting standards (UK generally accepted accounting Practice).

this report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. to the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor as explained more fully in the Directors’ Responsibilities statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International standards on auditing (UK and Ireland). those standards require us to comply with the auditing Practices Board’s (aPB’s) Ethical standards for auditors.

Scope of the audit of the financial statements a description of the scope of an audit of financial statements is provided on the aPB’s website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements In our opinion the financial statements:

n give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 December 2012 and of the group’s loss for the year then ended;

n have been properly prepared in accordance with UK generally accepted accounting Practice; and

n have been prepared in accordance with the requirements of the Companies act 2006.

iNDEpENDENT auDiTOrS’ rEpOrT

to the members of ODEON & UCI Cinemas Holdings limited

KPMG LLPst James’ squaremanchesterm2 6DsUnited Kingdom

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iNDEpENDENT auDiTOrS’ rEpOrT

to the members of ODEON & UCI Cinemas Holdings limited

KPMG LLPst James’ squaremanchesterm2 6DsUnited Kingdom

Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies act 2006 requires us to report to you if, in our opinion:

n adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

n the parent company financial statements are not in agreement with the accounting records and returns; or

n certain disclosures of directors’ remuneration specified by law are not made; or

n we have not received all the information and explanations we require for our audit.

Jonathan Hurst (Senior Statutory Auditor)For and on behalf of KPMG LLP, Statutory Auditor 25 March 2013

Chartered accountants st James’ squaremanchesterm2 6Ds

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for the year ended 31 December 2012

CONSOliDaTED prOfiT aND lOSS aCCOuNT

Note 2012 2011£m £m

Turnover: Group and share of joint ventures 750.6 751.0less: share of joint ventures turnover (26.7) (25.9)

Group turnover 2,3 723.9 725.1Cost of sales 3 (260.7) (254.9)

Gross profit 3 463.2 470.2Net operating expenses (449.9) (444.6)

Operating profit, analysed as:

Before exceptional items 14.3 25.1

Net operating expenses - exceptional costs 3,6 (2.3) (4.1)Net operating expenses - exceptional income 3,6 1.3 4.6

3 13.3 25.6

Operating profit 3 13.3 25.6share of operating profit of joint ventures - 0.3

Operating profit including joint ventures 13.3 25.9loss on disposal of properties 6 (1.8) -

Profit on ordinary activities before interest and taxation 11.5 25.9Interest receivable from related parties 1.7 1.7Interest payable and similar charges 8 (99.3) (93.9)Other finance cost 9 (0.3) -

Loss on ordinary activities before taxation 3-9 (86.4) (66.3)taxation 10 2.4 (2.4)

Loss on ordinary activities after taxation and for the financial year 24 (84.0) (68.7)

analysis of continuing operations, including acquisitions, and discontinued operations is set out in note 3.

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2012 2011 £m £m loss for the financial year (84.0) (68.7)

actuarial pension scheme loss recognised (note 27) (2.1) (1.7)

Effect of asset limit on above (0.2) (1.7)

Deferred tax on actuarial pension loss 0.5 0.4

Deferred tax on effect of asset limit - 0.4

Foreign exchange differences 2.9 0.9

total recognised losses (82.9) (70.2)

there is no difference between the loss on ordinary activities before taxation and the loss for the year stated above and their historical cost equivalents.


CONSOliDaTED STaTEmENT Of TOTal rECOgNiSED gaiNS aND lOSSES

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at 31 December 2012

CONSOliDaTED balaNCE ShEET

Notes 2012 2011 £m £m £m £m

Fixed assets Intangible assets 12 167.6 216.0tangible assets 13 524.1 431.4Investments in joint ventures: share of gross assets 14 12.8 10.0 share of gross liabilities 14 (12.5) (9.5) Other costs 14 0.7 0.7 1.0 1.2 692.7 648.6Current assets stocks 15 6.7 7.4 Debtors due within one year 16 68.8 60.8 Debtors due after more than one year 17 58.3 56.1 Cash at bank and in hand 52.1 76.0 185.9 200.3 Creditors: amounts falling due within one year 18 (183.3) (169.5) Net current assets 2.6 30.8 Total assets less current liabilities 695.3 679.4 Creditors: amounts falling due aftermore than one year 19 (1,007.5) (908.5) Provisions for liabilities and charges 21 (66.9) (67.3) Net liabilities excluding pension liabilities (379.1) (296.4) Pension liability 27 (1.2) (1.0) Net liabilities including pension liabilities (380.3) (297.4) Capital and reserves Called up share capital 23 120.6 120.6Profit and loss account 24 (490.6) (407.7)Other reserves 32 (10.3) (10.3) Total shareholders’ deficit 32 (380.3) (297.4)

these financial statements were approved by the board of directors on 25 march 2013 and were signed on its behalf by:

J P MasonDirector

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Notes 2012 2011 £m £m £m £m

Fixed assets Investments 14 97.5 97.5 Current assets Debtors due within one year 16 2.9 - Debtors due after more than one year 17 351.9 321.4 Cash at bank and in hand - 2.9 354.8 324.3 Net current assets 354.8 324.3 Total assets less current liabilities 452.3 421.8 Creditors: amounts falling due aftermore than one year 19 (336.1) (306.7) Net assets 116.2 115.1 Capital and reserves Called up share capital 23 120.6 120.6Profit and loss account 24 (4.4) (5.5) Total shareholders’ funds 32 116.2 115.1

these financial statements were approved by the board of directors on 25 march 2013 and were signed on its behalf by:

J P MasonDirector

Company registered number: 06170611

at 31 December 2012

COmpaNy balaNCE ShEET

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CONSOliDaTED CaSh flOw STaTEmENT

Note 2012 2011 £m £m

Net cash inflow from operating activities 25(a) 86.7 67.1 Returns on investments and servicing of finance Interest paid (56.6) (25.4) Net cash outflow from returns on investments and servicing of finance (56.6) (25.4) Taxation paid (2.6) (3.8) Capital expenditure and financial investment Purchase of tangible fixed assets (41.9) (51.5)sale of tangible fixed assets - 0.2 Net cash outflow from capital expenditure and financial investment (41.9) (51.3) Acquisitions and disposals Purchase of subsidiaries and joint ventures 14,31 (3.6) (119.3)Net cash acquired with subsidiaries 31 - 3.1 Net cash outflow from acquisitions and disposals (3.6) (116.2)

Equity dividends paid to shareholders - - Net cash outflow before financing (18.0) (129.6) Financing senior secured notes issued - 475.0Bank loans and overdrafts repaid - (313.5)New bank loans drawn-down - 30.0arrangement fees paid (1.3) (21.9)Other finance leases (4.0) (2.1)

Net cash (outflow) / inflow from financing (5.3) 167.5 (Decrease) / increase in cash in the year 25(b) (23.3) 37.9

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1 Accounting policiesthe following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements.

Basis of preparationthe financial statements have been prepared in accordance with applicable accounting standards, and under the historical cost accounting rules. Upon acquisition, assets are included at fair value.

Going concern and liquidity managementthe financial statements are prepared on a going concern basis. the directors have formally considered and concluded that this remains appropriate. the conclusion has been reached, despite the fact that the consolidated balance sheet shows a shareholders’ deficit, because the group has long term funding in place. Further detail is set out below.

the business activities of the group, and its future prospects, are described within the Directors’ Report.

Following a refinancing in may 2011, senior secured notes totalling £300 million and €200 million are in issue. the term of the notes is 7 years. Furthermore, agreements were entered during may 2011 that provide the group with a £90 million committed Revolving Credit Facility (“RCF”) for working capital management and other purposes, which put the group in a strong liquidity position. the term of the RCF is 6 years. Under these new financing arrangements, there are no regular maintenance covenant ratio tests: ratios are tested only upon certain events which are within the control of the group, such as raising additional external debt.

Basis of consolidationOdeon and UCI Cinemas Holdings limited was incorporated on 19 march 2007. On 4 april 2007 a group structure amendment took place with the result that Odeon and UCI Cinemas Holdings limited was introduced as a new holding company for the group. merger accounting was adopted as the basis of consolidation following this group structure amendment. By adopting this accounting treatment the consolidated financial information included in these accounts has been shown as though the structure change had occurred prior to 1 January 2007.

the consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 December 2012. the acquisition method of accounting has been adopted for acquisitions completed subsequent to the april 2007 group structure amendment. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. a joint venture is an undertaking in which the group has a long-term interest and over which it exercises joint control. the group’s share of the profits less losses of joint ventures is included in the consolidated profit and loss account and its interest in their net assets is included in investments in the consolidated balance sheet.

Under section 408 of the Companies act 2006 the Company is exempt from the requirement to present its own profit and loss account. the amount of the profit/(loss) dealt with in the Company financial statements is disclosed in note 24 to these financial statements.

Turnoverturnover represents amounts charged to customers for goods, services and property rental income, stated net of value added tax, which is recognised based on the date the goods and services are received and the period over which the rental income is earned.

Goodwillgoodwill, being the difference between the costs of businesses acquired and the fair value of their separable net assets is included in the balance sheet as an intangible asset in accordance with FRs 10 “goodwill and Intangible assets” and is amortised over its useful economic life which the directors estimate to be 20 years.

(forming part of the financial statements)

NOTES

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1 Accounting policies (continued)

Tangible fixed assetsDepreciation is provided on the cost or revaluation of tangible fixed assets on a straight-line basis over their estimated useful lives as follows:

land is not depreciatedFreehold buildings - 2% per annumlong leasehold property - over the period of the lease to a maximum of 50 yearsshort leasehold property - over the period of the leasePlant, fixtures and fittings - 4 – 33% per annum

assets under construction (the construction and redevelopment of cinemas) are not depreciated as these assets are not available for use in the business.

Digital projectionCertain digital projectors and related assets located and operated in group premises, which are funded and legally owned by independent third parties, are recognised in the group’s consolidated balance sheet and a corresponding deferred income creditor of the same carrying value is recognised. the fixed assets are depreciated over their estimated useful lives and the corresponding deferred income balance is released against this depreciation over the same period.

Foreign currenciestransactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date. the foreign currency assets and liabilities of subsidiary undertakings are translated at the closing exchange rates. Profit and loss accounts of such undertakings are consolidated at the monthly average rates of exchange during the year. gains and losses arising on these translations are generally taken to reserves: they are taken through the profit and loss account for the year only to the extent that translation gains or losses in relation to foreign currency assets are exceeded by those on foreign currency borrowings, excluding borrowings in place as long term strategic funding which are not expected to be settled without replacement.

InvestmentsInvestments held as fixed assets are stated at cost less provisions for any impairment.

Asset Impairmentthe carrying amounts of the group’s assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed assets of income-generating units may not be recoverable. Indications include the recognition of an onerous lease provision in relation to specific income-generating units. If this or any other such indication exists, the recoverable amount is estimated and an appropriate impairment loss is recognised.

Reversals of impairmentan impairment loss is reversed where the recoverable amount increases as a result of a change in economic conditions or in the expected use of the asset.

an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Stocksstocks are stated at the lower of cost and net realisable value.

(continued)

NOTES

19


(continued)

NOTES


LeasesRental costs under operating leases are charged to the profit and loss account over the period of the lease on a straight line basis. Certain leases with related parties contain inflation-driven rental uplifts with pre-determined minimums: the amount payable in respect of these uplifts is charged to the profit and loss account as it arises. assets acquired under finance leases are capitalised and the outstanding future lease obligations are shown in creditors. Provision is made for lease commitments on certain leasehold properties based on the expected exposure. the amount provided is based either on the future rental obligations (discounted by 7.5%, based on property yields), net of anticipated operating profit from trading (discounted by 10.0%, based on cost of capital), or management’s best estimate of the expected exposure. Provision is made for the remaining period of the leases identified, subject to a maximum of 25 years, after which the directors consider the impact of discounting upon the rental and trading projections renders them immaterial.

Pre-opening costsOperating costs incurred before a new cinema is opened are written off to the profit and loss account as incurred.

Taxationthe charge for taxation is based on the loss for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRs 19.

Cash and liquid resourcesCash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand. liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market.

Loan notes loan notes are held in the balance sheet at their issued amount less directly attributable issue costs plus the accrued finance charge which has arisen on them. the finance charge accrues at a constant rate over the term of the notes.

Senior secured notessenior secured notes are stated net of unamortised issue costs. Interest accrued on the senior secured notes is shown within accruals and deferred income.

20


Pensionsthe group operates a defined contribution pension scheme. the assets of the scheme are held separately from those of the group in an independently administered fund. the amount charged to the profit and loss account represents the contributions payable to the scheme in respect of the accounting period.

the group also operates two pension schemes providing benefits based on final pensionable pay. the assets of the schemes are held separately from those of the group.

Pension scheme assets are measured using market values. For quoted securities the current bid price is taken as market value. Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability.

the pension scheme surplus (to the extent that it is recoverable) or deficit is recognised in full. the movement in the scheme surplus/deficit is split between operating charges, finance items and, in the statement of total recognised gains and losses, actuarial gains and losses.

(continued)

NOTES

21



Derivativesthe group’s financial instruments, other than derivatives, comprise borrowings, cash and liquid resources and other various items such as trade debtors, trade creditors etc. the main purpose of these financial instruments is to raise finance for the group’s operation.

the group also enters into interest rate swaps to manage the interest rate risk arising from the group’s sources of finance. amounts payable or receivable in respect of interest rate swap transactions are recognised on an accruals basis until settlement date and are treated as an adjustment to the interest expense over the period of the contract.

all derivatives are held for hedging purposes.

2 Turnoverall turnover derives wholly from the ownership and operation of cinemas.

an analysis of turnover by geographical market is set out below:

2012 2011 Continuing Discontinued Total Continuing Discontinued total £m £m £m £m £m £m

UK 333.5 - 333.5 315.5 - 315.5Continental Europe & Ireland 390.4 - 390.4 409.6 - 409.6 Group turnover 723.9 - 723.9 725.1 - 725.1

3 Analysis of continuing and discontinued operations

2012 2011 Continuing Discontinued Total Continuing Discontinued total £m £m £m £m £m £m

Group turnover 723.9 - 723.9 725.1 - 725.1Cost of sales (260.7) - (260.7) (254.9) - (254.9) Gross profit 463.2 - 463.2 470.2 - 470.2Net operating expenses (449.9) - (449.9) (444.6) - (444.6) Group operating profit 13.3 - 13.3 25.6 25.6share of joint ventures’ operating profit - - - 0.3 - 0.3 13.3 - 13.3 25.9 - 25.9

Net operating expenses in 2012 include exceptional costs of £2.3m (2011: £4.1m) and exceptional income of £1.3m (2011: £4.6m) which are explained in note 6.

(continued)

NOTES

22


(continued)

NOTES

4 Remuneration of directors

2012 2011 £m £m Directors’ emoluments 1.5 1.5Company contributions to money purchase pension schemes - - 1.5 1.5

the aggregate of emoluments of the highest paid director was £0.8m (2011: £0.9m). No contributions to a group pension scheme were made in relation to the highest paid director (2011: £nil).

Number of directors 2012 2011 Retirement benefits are accruing to the following number of directors under: money purchase schemes 2 2 5 Loss on ordinary activities before taxation

2012 2011 £m £m

Loss on ordinary activities before taxation is stated after charging/(crediting) Depreciation - Finance lease assets 2.4 2.1 - Other assets 66.0 55.5 - Digital projection deferred income release (6.0) (2.0)amortisation of goodwill 11.4 9.7amounts receivable by the auditors: - audit of group financial statements pursuant to legislation - - - audit of the parent company financial statements pursuant to legislation - - - audit of financial statements of subsidiaries pursuant to legislation 0.6 0.6 - Other services relating to taxation 0.3 0.8 - Other services relating to corporate finance transactions - 0.5 - all other services - 0.1Property rental income (2.2) (2.4)Rentals under operating leases – property 117.3 124.7 adjustments were made during 2012 to the accounting for certain contributions from landlords, in order to treat them as lease incentives rather than as reductions in capital expenditure, as described in the Directors’ Report and elsewhere in these financial statements. In relation to this change, the table above includes adjustments in 2012 relating to prior years which have increased depreciation by £9.1m and decreased rentals under operating leases by the same amount. the impact upon the loss before taxation in total is nil.

amounts paid to the Company’s auditor and their associates in respect of services to the Company, other than the audit of the Company’s financial statements, have not been disclosed as the information is required instead to be disclosed on a consolidated basis.

23


(continued)

NOTES

6 Exceptional items and loss on disposal

Exceptional coststhe exceptional costs in the current and prior years related to staff restructuring resulting from the digital roll-out and integration costs resulting from acquisitions in the prior year.

the tax effect of the exceptional costs in the current year was a credit of £nil (2011: £0.1m credit).

Exceptional incomethe exceptional income in the current and prior years reflected property-related matters.

the tax effect of the exceptional income in the current year was £nil (2011: £nil).

Profit and loss on disposal the loss on disposal of tangible fixed assets represents the difference between the proceeds due (net of disposal costs) and the net book value of the assets sold or scrapped.

In the current year, the loss is primarily due to the write-off of 35mm projectors no longer required following the digital roll-out.

7 Staff numbers and coststhe average number of persons employed by the group (including directors) during the period was as follows:

Number of employees 2012 2011 administration 373 346Cinema and other 9,034 9,245 9,407 9,591 the aggregate payroll costs of these persons were as follows: 2012 2011 £m £m Wages and salaries 106.3 110.4social security costs 16.5 15.6Pension costs 0.6 0.4 123.4 126.4

24


(continued)

NOTES

8 Interest payable and similar charges

2012 2011 £m £m

Interest payable on bank loans and overdrafts 0.4 7.5Interest payable on senior secured notes 42.4 26.3loan notes 40.7 38.1amortisation of issue costs 3.2 11.2Unwinding of discount on provisions 3.6 3.8Other financing costs 8.8 6.8share of joint ventures 0.2 0.2 99.3 93.9

Other financing costs includes, inter alia, guarantee facility fees, commitment fees, bank charges, loan note redemption fees and finance charges payable in respect of finance leases.

9 Other finance cost

2012 2011 £m £m Expected return on pension scheme assets (note 27) (2.3) (2.7)Interest on pension scheme liabilities (note 27) 2.3 2.4Other finance charges 0.3 0.3 0.3 -

25


(continued)

NOTES

10 Taxation

analysis of charge in year 2012 2011 £m £m £m £m

UK corporation tax Current tax on income for the year 0.1 0.1 Prior year adjustment (0.1) (0.1)

Overseas tax Current tax on income for the year 1.1 2.3 Prior year adjustment (1.2) (0.6) Current tax on income for the year (0.1) 1.7share of joint ventures’ current tax - 0.1 total current tax (0.1) 1.8 Deferred tax Origination/reversal of timing differences (2.3) 0.6 Deferred tax for the year (2.3) 0.6share of joint ventures’ deferred tax - - total deferred tax (2.3) 0.6 tax on loss on ordinary activities (2.4) 2.4

26


10 Taxation (continued)Factors affecting the tax charge / (credit) for the current year

the current tax credit for the year is lower (2011: tax charge higher) than the standard rate of corporation tax in the UK at 24.5% (2011: 26.5%). the differences are explained below.

2012 2011 £m £m

Current tax reconciliation loss on ordinary activities before tax (86.4) (66.3) Current tax at 24.5% (2011: 26.5%) (21.2) (17.6) Effects of: Expenses not deductible for tax purposes 17.3 15.2Capital allowances for period (in excess of) / less than depreciation (1.8) 3.0Other timing differences (1.1) 0.1losses not utilised 7.4 2.4Provision for local taxes 0.8 1.4Overseas rate differences (0.2) (2.0)adjustments in respect of prior years (1.3) (0.7) total current tax (credit) / charge (see above) (0.1) 1.8 the 2013 UK Budget on 21 march 2013 announced that the UK corporation tax rate will reduce to 21% from 1 april 2014, and to 20% from 1 april 2015. a reduction in the rate from 26% to 25% (effective from 1 april 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (effective from 1 april 2012) and 23% (effective from 1 april 2013) were substantively enacted on 26 march 2012 and 3 July 2012 respectively.

this will reduce the group’s future current tax charge accordingly. the deferred tax asset at 31 December 2012 has been calculated based on the rate of 23% substantively enacted at the balance sheet date.

It has not yet been possible to quantify the full anticipated effect of the announced further 3% rate reduction, although this will further reduce the group’s future current tax charge and reduce the group’s deferred tax asset accordingly.

11 Dividendsthe aggregate amount of dividends comprises:

2012 2011 £m £m Dividends in respect of the year - - - - the aggregate amount of dividends proposed and recognised as liabilities as at the year-end is £nil (2011: £nil). No dividends have been declared post year-end (2011: £nil).

(continued)

NOTES

27


12 Intangible assets

Goodwill £m Cost at beginning of year 281.2adjustments to acquisitions in the prior year (note 31) (36.6)Exchange differences (0.7) at end of year 243.9 Amortisation at beginning of year 65.2Charge for the year 11.4Exchange differences (0.3) at end of year 76.3 Net book value at 31 December 2012 167.6 at 31 December 2011 216.0 goodwill is held at amortised cost.

Impairment reviews have been performed in accordance with FRs 10 and FRs 11, including assessments of recoverable amounts where appropriate. the directors have concluded that no goodwill impairment provision is required.

the directors consider each acquisition separately for the purpose of determining the amortisation period of any goodwill that arises. goodwill is amortised over 20 years on all acquisitions in these financial statements, representing the directors’ best estimate of the useful economic life of the goodwill.

(continued)

NOTES

28


13 Tangible fixed assets

Group Land and Plant, Assets buildings fixtures and under fittings construction Total £m £m £m £m

Cost at beginning of year 332.9 360.7 4.3 697.9adjustments to acquisitions in the prior year (note 31) 49.5 1.9 - 51.4additions 2.1 105.2 13.5 120.8Reclassifications 6.7 8.7 (15.4) -Disposals (4.7) (25.4) - (30.1)Exchange differences (5.5) (4.6) (0.1) (10.2) at end of year 381.0 446.5 2.3 829.8 Depreciation at beginning of year 87.0 179.5 - 266.5Charge for the year 20.0 48.4 - 68.4On disposals (4.5) (21.8) - (26.3)Exchange differences (0.6) (2.3) - (2.9)

at end of year 101.9 203.8 - 305.7 Net book value at 31 December 2012 279.1 242.7 2.3 524.1 at 31 December 2011 245.9 181.2 4.3 431.4 the net book value of land and buildings costs comprises: 2012 2011 £m £m Freehold 26.6 27.9long leasehold 19.8 20.2short leasehold 232.7 197.8 279.1 245.9

(continued)

NOTES

29


13 Tangible fixed assets (continued)Included in the total net book value of land and buildings is £18.0m (2011: £20.4m) in respect of assets held under finance leases. Depreciation for the year on these assets was £2.4m (2011: £2.1m).

Included in the total net book value of plant, fixtures and fittings is £67.7m (2011: £43.3m) in respect of digital and related assets held under third party arrangements/agreements with an offsetting amount shown within deferred revenue. Depreciation for the year on these assets was £6.0m (2011: £2.0m).

In accordance with FRs 11, a review was performed to establish whether or not there were any indications of impairment to the carrying amount of tangible fixed assets. the review concluded that there were no such indications other than for those sites with onerous lease provisions, whose tangible fixed asset values have been written down. the approach to asset impairment reviews is described in more detail in note 1.

adjustments were made during 2012 to the accounting for certain contributions from landlords, in order to treat them as lease incentives rather than as reductions in capital expenditure, as described in the Directors’ Report and elsewhere in these financial statements. In relation to this change, the note above includes adjustments in 2012 relating to prior years which have increased cost by £41.8m and increased depreciation by £9.1m.

Companythe Company did not hold any tangible fixed assets in the current or prior year.

(continued)

NOTES

30


14 Fixed asset investments

Group

Joint ventures Goodwill Cost and share Loans Total £m £m £m £m

Cost at beginning of year 0.7 0.7 0.5 1.9Repayments - - - - at end of year 0.7 0.7 0.5 1.9

Share of post acquisition reserves at beginning of year - (0.7) - (0.7)Retained profit - (0.2) - (0.2) at end of year - (0.9) - (0.9) Net book value At 31 December 2012 0.7 (0.2) 0.5 1.0 at 31 December 2011 0.7 - 0.5 1.2

the total of the group’s loss before taxation from interests in joint ventures was £0.2m (2011: £0.1m profit).

Company Investments in group undertakings £m

at beginning of year 97.5additions in the year - At end of year 97.5

the only direct subsidiaries of the Company are Odeon and UCI Cinemas group limited and Odeon & UCI Cinemas Digital limited.

(continued)

NOTES

31


14 Fixed asset investments (continued)the principal undertakings in which the Company had a direct or indirect interest at the year-end are shown below.the investments include both ordinary and preference shares.

Name Country of incorporation % interest Nature of business

Odeon and UCI Cinemas group limited great Britain 100% owned Holding companyOdeon & UCI Bond Holdco limited great Britain 100% owned Holding companyOdeon & UCI Bond midco limited great Britain 100% owned Holding companyOdeon & UCI Finco plc great Britain 100% owned senior secured notes issuerCicero Holdings limited great Britain 100% owned Holding companyCicero Investments limited great Britain 100% owned Holding companyCicero acquisitions limited great Britain 100% owned Holding companyOdeon Cinemas limited great Britain 100% owned Operation of cinemasaBC Cinemas limited great Britain 100% owned Operation of cinemasOdeon Cinemas (Rl) limited great Britain 100% owned Operation of cinemasBookit limited great Britain 100% owned Credit and debit card transaction processing lucius Holdings limited great Britain 100% owned Holding companylucius Investments limited great Britain 100% owned Holding companyUnited Cinemas International acquisitions limited great Britain 100% owned Holding companyUnited Cinemas International multiplex BV Netherlands 100% owned Holding companyUnited Cinemas International (UK) limited great Britain 100% owned Operation of cinemasOdeon and sky Filmworks ltd great Britain 50% owned Film distributionDigital Cinema media limited great Britain 50% owned screen advertisingCompania de Iniciativas y Espectaculos sa (Cinesa) spain 100% owned Operation of cinemasCineparque y Espectaculos sa spain 100% owned Operation of cinemasmulticines y Espectaculos sa spain 100% owned Operation of cinemasCines y Espectaculos Norte sa spain 100% owned Operation of cinemasmulticines Oeste sa spain 100% owned Operation of cinemasmulticines y Espectaculos Centro sl spain 100% owned Operation of cinemasCinema International Corporation lda Portugal 100% owned Operation of cinemasUnited Cinemas International multiplex gmbH germany 100% owned Operation of cinemasKino Friedrichshain Betriebsgesellschaft mbH germany 100% owned Operation of cinemasKino gera Betriebsgesellschaft mbH germany 100% owned Operation of cinemasKino lausitzpark Betriebsgesellschaft mbH germany 100% owned Operation of cinemasUCI Kinoplex gmbH germany 100% owned Operation of cinemasUnited Cinemas International multiplex gesellschaft mbH austria 100% owned Operation of cinemasUCI Italia spa Italy 100% owned Operation of cinemasUCI Nord Ovest srl Italy 100% owned Operation of cinemasUCI sud srl Italy 100% owned Operation of cinemasUCI Nord srl Italy 100% owned Operation of cinemasUCI Centro srl Italy 100% owned Operation of cinemasUCI Nord Est srl Italy 100% owned Operation of cinemasUCI torino srl Italy 100% owned Operation of cinemasUCI Campi Bisenzio spa Italy 100% owned Operation of cinemasUCI Roma Est srl Italy 100% owned Operation of cinemasUCI adriatica srl Italy 100% owned Operation of cinemasUCI appennino srl Italy 100% owned Operation of cinemasUCI Recupero e sviluppo spa Italy 100% owned Operation of cinemasUnited Cinemas International (Ireland) limited Ireland 100% owned Operation of cinemasWaterwhite Projections limited Ireland 100% owned Operation of cinemasBolgal limited Ireland 100% owned Holding company

(continued)

NOTES

32


15 Stocks Group Group Company Company 2012 2011 2012 2011 £m £m £m £m goods for resale 6.7 7.4 - -

16 Debtors amounts falling due within one year

Group Group Company Company 2012 2011 2012 2011 £m £m £m £m trade debtors 31.7 26.6 - -Other debtors 16.4 15.3 - -Prepayments and accrued income 20.7 18.9 - -amounts owed by group undertakings - - 2.9 - 68.8 60.8 2.9 - 17 Debtors amounts falling due after one year

Group Group Company Company 2012 2011 2012 2011 £m £m £m £m trade debtors 1.4 3.8 - -Other debtors 7.3 6.2 - -Prepayments and accrued income - 1.1 - -loan notes - - 338.9 308.9Deferred tax (note 22) 2.9 - - -amounts owed by related parties 46.7 45.0 13.0 12.5 58.3 56.1 351.9 321.4

the following loan notes, including accrued interest, receivable from a group undertaking were due at 31 December 2012:

Par value £98.2m Issued for £98.2m Interest rate 11.0%Book value at 31 December 2012 was £172.7m

Par value €115.5m Issued for €115.5m Interest rate 11.0%Book value at 31 December 2012 was €203.3m (£166.2m)

(continued)

NOTES

33


(continued)

NOTES

18 Creditors: amounts falling due within one year

Group Group Company Company 2012 2011 2012 2011 £m £m £m £m trade creditors 63.3 57.0 - -Finance leases 3.8 3.2 - -Other creditors including taxation and social security 28.0 21.5 - -Corporation tax 1.8 5.4 - -accruals and deferred income 86.4 82.4 - - 183.3 169.5 - -

19 Creditors: amounts falling due after more than one year

Group Group Company Company 2012 2011 2012 2011 £m £m £m £m senior secured notes 463.5 467.5 - -Unamortised issue costs (16.6) (19.2) - - 446.9 448.3 - -Finance leases 35.0 36.9 - -loan notes 414.8 378.6 335.4 306.1Other creditors, accruals and deferred income 110.1 44.1 - -amounts owed to related parties 0.7 0.6 0.7 0.6 1,007.5 908.5 336.1 306.7

34


19 Creditors: amounts falling due after more than one year (continued)Following a refinancing in may 2011, senior secured notes totalling £300m and €200m are in issue. the sterling element of the senior secured notes (£300m) is at a fixed interest rate of 9.00% and, to hedge the Euro element (€200m) which is at floating rates, a three year interest rate swap is in place to fix the effective total rate to 9.07%. all the senior secured notes are scheduled to mature on august 1, 2018. they are listed on the luxembourg stock Exchange and traded on the Euro mtF market. the senior secured notes are secured by liens over the assets of certain group companies. the asset classes secured, which vary by jurisdiction, include share capital, material bank accounts and other material assets. as part of the refinancing, a £90m revolving credit facility (“RCF”) was also put in place. It is available until may 2017 and secured in a similar way to, whilst receiving priority over, the senior secured notes. the draw down on RCF loans was £nil (2011: £nil) at the year-end.

the aggregate amount of loan notes issued to a related party included in creditors falling due after more than one year is £414.8m (2011: £378.6m). this is the net book value based on the aggregate issued amounts of £240.8m (2011: £243.6m) plus interest accrued of £174.0m (2011: £135.0m). Further details are set out below:

the following loan notes, including accrued interest, issued by Odeon and UCI Cinemas group limited to a parent company, monterey Capital III sarl during 2005, remained outstanding at 31 December 2012:

Par value £11.2m Par value €26.2m Issued for £11.2m Issued for €26.2m Interest rate 16.4%; amended to 11.0% in august 2007 Interest rate 16.1%; amended to 11.0% in august 2007 Book value at 31 December 2012 was £27.3m Book value at 31 December 2012 was €63.6m (£52.1m)

the following loan notes, including accrued interest, issued by Odeon and UCI Cinemas Holdings limited to its immediate parent, monterey Capital III sarl during 2007, remained outstanding at 31 December 2012. these loan notes replaced loan notes of equivalent value previously held by a related party (note 30).

Par value £98.2m Par value €115.5m Issued for £98.2m Issued for €115.5m Interest rate 10.875% Interest rate 10.875% Book value at 31 December 2012 was £151.8m Book value at 31 December 2012 was €201.2m (£164.5m)

the following loan note, including accrued interest, issued by Odeon and UCI Cinemas Holdings limited to its immediate parent, monterey Capital III sarl during 2010, remained outstanding at 31 December 2012. this loan note was issued in lieu of the payment of interest due on the loan issued with a par value of £98.2m.

Par value £15.5m Issued for £15.5m Interest rate 10.875% Book value at 31 December 2012 was £19.1m

(continued)

NOTES

35


(continued)

NOTES

19 Creditors: amounts falling due after more than one year (continued)the maturity profile of the group’s senior secured notes, bank and other borrowings (excluding preference shares) at 31 December was as follows:

2012 2011group £m £m

Within 1 year, or on demand 3.8 3.2Within one to two years 4.3 6.1Within two to five years 10.6 9.1Over five years 898.4 867.8

917.1 886.2Un-amortised issue costs (16.6) (19.2)

900.5 867.0

Finance leasesFuture minimum payments under finance leases are as follows:

2012 2011group £m £m

Within 1 year 3.8 3.2Within one to five years 14.9 15.2Over five years 20.1 21.7

total gross payments 38.8 40.1

20 Derivatives and other financial instrumentsshort-term debtors and creditors are excluded from the disclosures relating to derivatives and other financial instruments. there is no material difference between the fair value of financial assets and liabilities and the carrying value in the balance sheet.

Financial assetsFinancial assets comprise cash at bank and in hand and are held in sterling and Euro. Interest is earned on cash at bank at floating interest rates linked to short-term bank deposit rates.

Financial liabilitiesthe group borrows in the desired currencies at both fixed and floating rates of interest. Interest rate hedging contracts (swaps) are used to generate the desired interest profile to manage the group’s exposure to interest rate fluctuations. the group’s policy is to maintain fixed interest rates, by means of hedging contracts, covering between 50% and 100% of the senior secured notes. at the year-end approximately 100% of the group’s senior secured notes were at fixed rates after taking into account interest rate swaps. For sterling denominated loans the fixed rate was 9.00% and for Euro denominated loans a fixed rate of 9.07%.

the interest on loan notes is fixed at a rate of 10.875% and 11.000%.

there are no unrecognised gains or losses relating to interest rate swaps.

36


(continued)

NOTES

21 Provisions for liabilities and charges

lease provisions & other£m

at the beginning of the year 67.3arising on acquisitions in the prior year (see note 31) 9.2Utilised (9.6)Unwinding of discount on provision 3.6Credited to the profit and loss account (1.8)Exchange differences (1.8)

at the end of year 66.9

Provision has been made for lease commitments on certain leasehold properties based on the expected exposure. the amount provided is based either on the future rental obligations (discounted by 7.5%, based on property yields), net of anticipated operating profit from trading (discounted by 10.0%, based on cost of capital), or management’s best estimate of the expected exposure. Provision has been made for the remaining period of the leases identified, subject to a maximum of 25 years, after which the directors consider the impact of discounting upon the rental and trading projections renders them immaterial.

22 Deferred taxthe deferred tax asset recognised (note 17) is:

Group group Company Company2012 2011 2012 2011

£m £m £m £m

Un-utilised losses 2.9 - - -

2.9 - - -

the potential amounts of deferred tax asset not recognised are:

Group group Company Company2012 2011 2012 2011

£m £m £m £m

accelerated capital allowances 11.3 9.8 - -Other timing differences 17.1 16.2 - -Un-utilised losses 97.2 93.6 - -

125.6 119.6 - -

37


(continued)

NOTES

23 Called up share capital

2012 2011authorised £m £m

200,000,000 (2011: 200,000,000) a Ordinary shares of £1 each 200.0 200.0

2012 2011allotted, called up and fully paid £m £m

120,644,970 (2011: 120,644,970) a Ordinary shares of £1 each 120.6 120.6

Voting rights the a Ordinary shares shall confer on each holder thereof the right to receive notice and to attend, speak and vote at all general meetings of the Company.

24 Reserves

group Profit and loss account£m

at beginning of the year (407.7) loss for the year (84.0)actuarial pension scheme loss recognised (note 27) (2.1)Effect of pension asset limit on above (0.2)Deferred tax on pension loss 0.5Deferred tax on effect of pension asset limit -Exchange differences 2.9Dividends

-

at the end of year (490.6)

Company Profit and loss account £m

at beginning of the year (5.5) Profit for the year 1.1Exchange differences -Dividends -

at the end of year (4.4)

38


25 Notes to cash flow statement(a) Net cash flow from operating activities

2012 2011 £m £m Operating profit 13.3 25.6Depreciation 68.4 57.6amortisation of goodwill and intangibles 11.4 9.7Decrease / (increase) in stock 0.7 (1.0)Increase in debtors (6.2) (14.8)Decrease in provisions (13.4) (10.6)Increase in creditors 12.5 0.6 Net cash inflow from operating activities 86.7 67.1 (b) Net debt

Balance at Other Balance at 31 December non-cash 31 December 2011 Cashflow movements Exchange 2012 £m £m £m £m £m

Net cash: Cash at bank and in hand 76.0 (23.3) - (0.6) 52.1 Debt: Debt falling due within one year - - - - -Debt falling due after more than one year (827.5) 1.3 (44.6) 8.4 (862.4)Finance leases (40.1) 4.0 (3.0) 0.3 (38.8) Net debt (791.6) (18.0) (47.6) 8.1 (849.1) Non-cash movements are primarily finance charges accrued on the loan notes, the amortisation of issue costs and finance leases arising on acquisition.

(c ) Reconciliation of net cash flow to movement in net debt

2012 2011 £m £m (Decrease) / increase in net cash in the period (23.3) 37.9Cash outflow / (inflow) from decrease / (increase) in debt 5.3 (167.5)Non cash movement (47.6) (57.0)translation difference 8.1 8.5 movement in net debt in the year (57.5) (178.1)Net debt at end of previous period (791.6) (613.5) Net debt at end of year (849.1) (791.6)

(continued)

NOTES

39


(continued)

NOTES

26 Financial commitments

Group 2012 2011£m £m

Capital commitmentsContracted for but not provided 6.0 3.1

Operating commitmentsat 31 December 2012 the group was committed to making the following payments during the next year in respect of operating leases:

Group Land and land andBuildings Buildings

2012 2011£m £m

Operating lease which expire: Within one year 5.9 4.1In two to five years 8.4 11.2Over five years 127.4 122.8

141.7 138.1

the Company had no capital or operating lease commitments at 31 December 2012 or at the preceding year-end.

27 Pension schemes

the group operates or participates in two defined benefit schemes (the aBC Cinemas limited Pension scheme (the “aBC plan”) and the Optima 2 Pension scheme (the “Optima 2 plan”)) and one defined contribution scheme (the Odeon DC stakeholder Pension scheme). assets of the schemes are held separately from those of the group in independently administered funds.

Defined benefit schemesBoth the aBC plan and the Optima 2 plan are closed to new members. the aBC plan is closed to future accrual from 1 November 2009. the Optima 2 plan is closed to future accrual from 1 January 2009. the latest full actuarial valuation for the aBC plan was carried out as at 30 april 2009 and was updated for FRs 17 purposes to 31 December 2012 by a qualified independent actuary. the latest full actuarial valuation for the Optima 2 plan was carried out as at 31 December 2009 and was updated for FRs 17 purposes to 31 December 2012 by a qualified independent actuary.

40


27 Pension schemes (continued)

the major financial assumptions used by the actuaries were:

2012 2011 2010ABC Plan Optima 2 aBC Plan Optima 2 aBC Plan Optima 2

% Plan % % Plan % % Plan%

Rate of increase in salaries 3.4 3.4 3.5 3.5 4.0 4.0Rate of increase in pensions in payment and deferred pensioners-pre 6.4.1997 accrual 2.3 1.9 2.3 2.0 2.4 2.1-post 6.4.1997 accrual 2.8 2.8 2.9 2.9 3.1 3.1Discount rate applied to scheme liabilities 4.6 4.6 4.9 4.9 5.6 5.6Inflation assumption 2.9 2.9 3.0 3.0 3.2 3.2

the mortality assumptions are based on standard mortality tables which allow for future mortality improvements. the assumptions are that a member currently aged 65 will live on average for a further 21.8 years (aBC Plan) and for a further 22.0 years (Optima 2 Plan).

For a member aged 40 in 2012, retiring in 25 years time, the assumptions are that they will live on average for a further 23.1 years after retirement (aBC Plan) and for a further 23.6 years after retirement (Optima 2 Plan).

the pension cost relating to the defined benefit schemes is assessed in accordance with the advice of independent qualified actuaries using the projected unit method. as both the Optima 2 plan and aBC plan are closed to new members and future accrual, the current service cost is nil. the group made special deficit reduction contributions of £1.0m (Optima 2 plan) and £1.2m (aBC plan). these rates are subject to review at future actuarial valuations.

Scheme assets/ liabilitiesthe assets in the schemes and the expected rates of return were:

2012 2011 2010Longterm long- long

rate of term rate term rate Fairreturn Fair Fair of return Fair Fair of return Fair Value

expected Value- Value- expected Value- Value- expected Value –per ABC Optima per aBC Optima per – aBC Optima

annum Plan 2 Plan Total annum Plan 2 Plan total annum Plan 2 Plan total% £m £m £m % £m £m £m % £m £m £m

Equities 6.8 7.4 13.1 20.5 6.6 6.4 11.9 18.3 7.5 7.1 13.2 20.3Bonds 4.3 5.0 - 5.0 4.1 4.3 - 4.3 5.0 3.8 - 3.8gilts 3.3 15.7 11.9 27.6 3.1 15.7 11.4 27.1 4.0 11.7 8.6 20.3Property 6.8 - 2.3 2.3 6.6 - 2.2 2.2 7.4 - 2.1 2.1Other 0.5 0.1 0.1 0.2 0.5 0.2 0.1 0.3 0.5 0.1 0.1 0.2

total 28.2 27.4 55.6 26.6 25.6 52.2 22.8 23.9 46.7

(continued)

NOTES

41


(continued)

NOTES


the group employs a building block approach in determining the long-term rate of return on pension plan assets. Historical markets are studied and assets with higher volatility are assumed to generate higher returns consistent with widely accepted capital market principles. the assumed long-term rate of return on each asset class is set out within this note. the overall expected rate of return on assets is then derived by aggregating the expected return for each asset class over the actual asset allocation.

the fair value of the schemes’ assets, which are not intended to be realised in the short term and may be subject to significant change before they are realised, and the present value of the schemes’ liabilities, which are derived from cash flow projections over long periods and thus inherently uncertain, were:

2012 2011 2010ABC Optima aBC Optima aBC OptimaPlan 2 Plan Total Plan 2 Plan total Plan 2 Plan total

£m £m £m £m £m £m £m £m £m

total fair value of assets 28.2 27.4 55.6 26.6 25.6 52.2 22.8 23.9 46.7

Present value of scheme liabilities (23.7) (28.9) (52.6) (22.3) (27.0) (49.3) (20.2) (24.3) (44.5)

Effect of asset limit (4.5) - (4.5) (4.3) - (4.3) (2.6) - (2.6)

surplus/(deficit) in the scheme- pension liability - (1.5) (1.5) - (1.4) (1.4) - (0.4) (0.4)

Related deferred tax assets - 0.3 0.3 - 0.4 0.4 - 0.1 0.1

Net pension surplus/(liability) - (1.2) (1.2) - (1.0) (1.0) - (0.3) (0.3)

Changes to the present value of the defined benefit obligation during the year

2012 2011ABC Optima 2 aBC Optima 2Plan Plan Total Plan Plan total

£m £m £m £m £m £m

Opening defined benefit obligation 22.3 27.0 49.3 20.2 24.3 44.5Current service cost - - - - - -Interest cost 1.0 1.3 2.3 1.1 1.3 2.4Contributions by scheme participants - - - - - -actuarial loss / (gain) on scheme liabilities 1.3 1.6 2.9 2.0 2.1 4.1Net benefits paid out (0.9) (1.0) (1.9) (1.0) (0.7) (1.7)

Closing defined benefit obligation 23.7 28.9 52.6 22.3 27.0 49.3

42



Changes to the fair value of scheme assets during the year


£m £m £m £m £m £m

Opening fair value of scheme assets 26.6 25.6 52.2 22.8 23.9 46.7Expected return on scheme assets 1.0 1.3 2.3 1.2 1.5 2.7actuarial gain on scheme assets 0.3 0.5 0.8 2.4 - 2.4Contributions by the employer 1.2 1.0 2.2 1.2 0.9 2.1Contributions by scheme participants - - - - - -Net benefits paid out (0.9) (1.0) (1.9) (1.0) (0.7) (1.7)

Closing fair value of scheme assets 28.2 27.4 55.6 26.6 25.6 52.2

Upon recommendation from the actuaries, the group has agreed to make additional annual contributions to the aBC plan of £1.2m per annum until 30 april 2016, and additional annual contributions of £1.0m per annum until 31 march 2016 to the Optima 2 plan.

the movement in the deficit on the schemes is shown below:

Movement in deficit during the year


£m £m £m £m £m £m

surplus / (deficit) in scheme at the beginning of the year - (1.0) (1.0) - (0.3) (0.3)Current service cost - - - - - -Contributions paid 1.2 1.0 2.2 1.2 0.9 2.1Other finance income - - - 0.1 0.2 0.3actuarial (loss) / gain (1.0) (1.1) (2.1) 0.4 (2.1) (1.7)Effect of asset limit (0.2) - (0.2) (1.7) - (1.7)Deferred tax - (0.1) (0.1) - 0.3 0.3

Deficit in the scheme at end of year - (1.2) (1.2) - (1.0) (1.0)

(continued)

NOTES

43



Analysis of amount charged to operating profit


£m £m £m £m £m £m

Current service cost and total operating charge - - - - - -

Analysis of amounts included in other finance income


£m £m £m £m £m £m

Expected return on pension scheme assets 1.0 1.3 2.3 1.2 1.5 2.7Interest on pension scheme liabilities (1.0) (1.3) (2.3) (1.1) (1.3) (2.4)

- - - 0.1 0.2 0.3

Analysis of amount recognised in statement of total recognised gains and losses


£m £m £m £m £m £m

actual return less expected return on pension scheme assets 0.3 0.5 0.8 2.4 - 2.4Experience losses arising on the scheme liabilities - - - - - -Change in actuarial assumptions (1.3) (1.6) (2.9) (2.0) (2.1) (4.1)

actuarial (loss) / gain recognised in statement of total recognised gains and losses (1.0) (1.1) (2.1) 0.4 (2.1) (1.7)

(continued)

NOTES

44


(continued)

NOTES


History of experience gains and losses

ABC Plan

2012 2011 2010 2009 2008£m £m £m £m £m

Difference between the expected and actual return on scheme assets: amount (0.3) (2.4) (0.7) (1.1) (3.2)Percentage of year end scheme assets (1.0%) (9.1%) (3.1%) (5.4%) (17.5%)

Experience gains and losses on scheme liabilities: amount 0.2 - - 0.4 -Percentage of year end present value of scheme liabilities 1.0% 0.0% 0.0% 1.8% (0.1%)

Total amount recognised in statement of total recognised gains and losses: amount (1.0) 0.4 1.2 0.3 (2.0)Percentage of year end present value of scheme liabilities (3.8%) 1.7% 6.0% 1.5% (10.6%)

Optima 2 Plan

2012 2011 2010 2009 2008£m £m £m £m £m

Difference between the expected and actual return on scheme assets: amount (0.5) - (1.1) (2.9) (6.4)Percentage of year end scheme assets (1.9%) 0.1% (4.4%) (13.9%) (37.2%)

Experience gains and losses on scheme liabilities:amount - - (1.1) - -Percentage of year end present value of scheme liabilities 0.0% 0.0% (4.6%) 0.1% 0.0%

Total amount recognised in statement of total recognised gains and losses:amount (1.1) (2.0) 1.9 1.1 (4.8)Percentage of year end present value of scheme liabilities (3.9%) (7.6%) 7.7% 4.5% (21.6%)

Defined contribution schemesthe pension charge in respect of the Odeon DC stakeholder Pension scheme is equal to the contributions payable during the year ended 31 December 2012 of £1.1m (2011: £1.1m). as at 31 December 2012 there were £nil (2011: £nil) outstanding contributions to be made to the Odeon DC stakeholder Pension scheme.

45


(continued)

NOTES

28 Contingent liabilities

at 31 December 2012 certain group companies acted as guarantors under the terms of the £300m and €200m senior secured notes and the £90m revolving credit facility. Certain group companies also acted as guarantors of rent and other payments for other group companies.

29 Ultimate parent undertaking and controlling party

the directors regard terra Firma Holdings limited, a company registered in guernsey, as the ultimate parent entity. the ultimate controlling party is guy Hands.

30 Related parties

the Company has taken advantage of the exemption granted by FRs 8, Related Party Disclosures, not to disclose transactions with group entities where 100% of the voting rights are controlled within the group.

terra Firma Investments (gP) 2 limited, acting as general partner of the six limited partnerships which constitute the terra Firma Capital Partners II Fund, terra Firma Capital Partners II lP-H, tFCP II Co-Investment 2 lP and tFCP II Co-Investment 2a lP (“terra Firma”), has the ability to exercise a controlling influence over the Company through the holding of shares in a parent of the Company. the directors therefore consider it to be a related party.

monterey Capital III sarl (“monterey”), a company registered in luxembourg, was the immediate parent of the Company at 31 December 2012, and the directors therefore consider it to be a related party. Unsecured loan notes, including interest accrued, of £335.4m (2011: £306.1m) were held by monterey at 31 December 2012. Interest of £32.8m (2011: £30.7m) in relation to these notes was charged during the year.

a loan, including interest accrued, of £0.7m (2011: £0.6m) was payable to monterey at 31 December 2012. Interest of £0.0m (2011: £0.0m) in relation to this loan was charged during the year.

In addition, unsecured loan notes, including interest accrued, of £79.4m (2011: £72.6m) were held by monterey at 31 December 2012 in relation to Odeon and UCI Cinemas group limited, a subsidiary of the Company. Interest of £7.9m (2011: £7.4m) in relation to these notes was charged during the year.

During april 2007, certain group companies entered into sale and leaseback arrangements in relation to freehold and leasehold properties. terra Firma has the ability to exercise a controlling influence over the companies with which the sale and leaseback transactions took place through the holding of shares. the directors therefore consider them to be related parties.

the companies to which the freehold and leasehold properties were sold (the “Propcos”) are listed below:

Odeon Banbury ltdOdeon Barnet ltdOdeon Beckenham ltdOdeon Birmingham ltdOdeon Bournemouth (aBC) ltdOdeon Bournemouth (Odeon) ltdOdeon Canterbury ltdOdeon Chelmsford ltdOdeon Derby ltdOdeon Dudley ltdOdeon Esher ltd

Odeon gerrards Cross ltdOdeon Harrogate ltdOdeon Hastings ltdOdeon Holloway ltdOdeon Huddersfield ltdOdeon lee Valley ltdOdeon leicester square ltdOdeon muswell Hill ltdOdeon Preston ltdOdeon Putney ltdOdeon Richmond Hill street ltd

Odeon Richmond Red lion street ltdOdeon streatham ltdOdeon swiss Cottage ltdOdeon tamworth ltdOdeon taunton ltdOdeon telford ltdOdeon Warrington ltdOdeon Weston-super-mare ltdOdeon Worcester ltd

46


(continued)

NOTES

30 Related parties (continued)

the total consideration for the properties sold, excluding Vat, was £178.8m. the consideration was partly settled during may 2007. During april 2009, the Company advanced £20.0m to the Propcos. the aggregate remaining balance due to the group from the Propcos at 31 December 2012 was £46.7m (2011: £45.0m) (note 17), including interest and the effect of a provision of £36.6m made against the balance due as at 31 December 2012. the balance attracts interest at lIBOR plus a margin of 2.375%. Interest accrued during the year was £1.7m (2011: £1.7m).

the relevant trading companies within the group entered into lease contracts with the Propcos. the amount payable from the group to the Propcos during the year was £12.0m (2011: £11.6m). the terms of the leases are between 25 and 30 years.

31 Acquisitions

Fair values on acquisitionsDuring 2011, the group acquired cinema businesses in spain, Italy, Ireland and the UK.

Provisional fair value Adjustments Revised fair at 31 December 2011 value

£m £m £m

tangible fixed assets 42.6 51.4 94.0stock 0.4 - 0.4Debtors 9.6 - 9.6Cash 3.1 - 3.1Creditors (17.9) (2.9) (20.8)Provisions (7.1) (9.2) (16.3)

Net assets acquired 30.7 39.3 70.0

goodwill at cost (note 12) 91.0 (36.6) 54.4

121.7 2.7 124.4

satisfied by: Cash 115.6 3.5 119.1Deferred consideration 3.8 (0.9) 2.9acquisition costs 2.3 0.1 2.4

121.7 2.7 124.4

the detailed acquisition investigation was completed during 2012, with the fair value of the tangible fixed assets being assessed and adjusted for as shown above.

47


31 Acquisitions (continued)

Fair value adjustments reflect:

a) an increase in onerous lease provisions relating to two sites in spain and one in Italy,

b) impairment of tangible fixed assets and onerous lease provision relating to a further site in Italy,

c) valuation of tangible fixed assets,

d) recognition of creditors that existed at acquisition.

additionally, during 2012, the group paid deferred consideration, settled purchase price adjustments arising from contractual obligations and incurred additional acquisition costs.

the 2011 acquisitions can be summarised as follows:

Previous operator Country month acquisition basis

UgC spain may-11 100% of share capital and asset purchase UgC Italy may-11 100% of share capital Coliseo spain may-11 asset purchase Entertainment Enterprises Ireland may-11 100% of share capital giometti Italy Jun-11 asset purchase Reel Cinemas UK Nov-11 100% of share capital

(continued)

NOTES

48


(continued)

NOTES

32 Reconciliation of movement in shareholders’ deficit

Ordinary Other Profit and Totalshare capital reserves loss account

Group £m £m £m £m

loss for the year - - (84.0) (84.0)actuarial pension scheme loss - - (2.1) (2.1)Effect of pension asset limit on above - - (0.2) (0.2)Deferred tax on actuarial pension scheme loss - - 0.5 0.5Foreign exchange differences - - 2.9 2.9

Net increase in shareholders’ deficit - - (82.9) (82.9)shareholders’ deficit as at 31 December 2011 120.6 (10.3) (407.7) (297.4)

shareholders’ deficit as at 31 December 2012 120.6 (10.3) (490.6) (380.3)

Ordinary Profit and Totalshare capital loss account

Company £m £m £m

Profit for the year - 1.1 1.1Foreign exchange differences - - -

Net increase in shareholders’ funds - 1.1 1.1shareholders’ funds as at 31 December 2011 120.6 (5.5) 115.1

shareholders’ funds as at 31 December 2012 120.6 (4.4) 116.2

33 Post balance sheet events

there were no disclosable post balance sheet events prior to the date of approval of these financial statements.

Documents

ODEON & UCI CINEmas HOlDINgs lImItED...the group’s unique luxury offering that includes reclining leather seating and at-seat service of fine food and drink. there were three other