28JUN201310015951 £300,000,000 7.875% Senior Secured Notes Due 2020 G290,000,000 Senior Secured Floating Rate Notes Due 2020

OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES Vougeot Bidco p.l.c. to acquire Vue Entertainment International Limited 28JUN201310015951 £300,000,000 7.875% Senior Secured Notes due 2020 g290,000,000 Senior Secured Floating Rate Notes due 2020 Vougeot Bidco p.l.c. (the ‘‘Issuer’’), a public limited company newly organized under the laws of England and Wales, is offering (the ‘‘Offering’’) £300,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2020 (the ‘‘Fixed Rate Notes’’) and e290,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes due 2020 (the ‘‘Floating Rate Notes’’), as part of the financing of the proposed acquisition of majority equity ownership of Vue Entertainment International Limited (the ‘‘Vue Acquisition’’) indirectly by certain clients of Alberta Investment Management Corporation (‘‘AIMCo’’) and by OMERS Administration Corporation (‘‘OMERS’’). The Fixed Rate Notes and the Floating Rate Notes are collectively referred to herein as the ‘‘Notes’’ unless the context otherwise requires. The Issuer will pay interest on the Fixed Rate Notes semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2014. The Fixed Rate Notes will mature on July 15, 2020. The Floating Rate Notes will bear interest at a per annum rate equal to three-month EURIBOR plus 5.25% per year, reset quarterly. The Issuer will pay interest on the Floating Rate Notes quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2013. The Floating Rate Notes will mature on July 15, 2020. The Issuer may redeem the Fixed Rate Notes in whole or in part at any time on or after July 15, 2016 at the redemption prices specified herein. Prior to July 15, 2016, the Issuer will be entitled to redeem all or part of the Fixed Rate Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts (as defined herein), if any, plus the applicable ‘‘make-whole’’ premium. Prior to July 15, 2016, the Issuer may redeem up to 35% of the aggregate principal amount of the Fixed Rate Notes with the net proceeds from certain equity offerings at the redemption price specified herein. The Issuer may redeem the Floating Rate Notes in whole or in part at any time on or after July 15, 2014 at the redemption price specified herein. Prior to July 15, 2014, the Issuer will be entitled to redeem all or part of the Floating Rate Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, plus the applicable ‘‘make-whole’’ premium. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any. The Notes will be senior obligations of the Issuer and will, upon release of the proceeds of the offering of the Notes from the Escrow Accounts (as defined below), following the Vue Acquisition Completion Date, be guaranteed (the ‘‘Guarantees’’) on a senior secured basis by the Initial Vue Guarantors (as defined herein), following the Structure Event (as defined herein), by the CinemaxX Guarantors (as defined herein) and following the Multikino Acquisition Completion Date (as defined below), by the Multikino Guarantors (as defined herein). After the Vue Acquisition Completion Date (as defined below), the Notes and the Guarantees will be secured by first-ranking security interests granted on an equal and ratable first-priority basis over the Vue Collateral (as defined herein), the CinemaxX Collateral after the Structure Event (as defined herein) and, after the Multikino Acquisition Completion Date (as defined herein) if such date occurs after the Vue Acquisition Completion Date, otherwise the Vue Acquisition Completion Date), will be secured by first-ranking security interests granted on an equal and ratable first-priority basis over the Multikino Collateral (as defined herein). The Vue Collateral and the Multikino Collateral together comprise the Collateral (as defined herein) that also secures the Revolving Credit Facility (as defined herein). In the event of an enforcement of the Collateral, the holders of the Notes will receive proceeds from the Collateral only after the lenders under the Revolving Credit Facility have been repaid in full. See ‘‘The Offering—Collateral’’ and ‘‘Description of the Notes—Collateral.’’ Pending the completion of the Vue Acquisition, the Issuer will direct the Initial Purchasers (as defined herein) to deposit the gross proceeds from the Offering into segregated escrow accounts (the ‘‘Escrow Accounts’’). The Escrow Accounts will be controlled by, and pledged on a first-ranking basis in favor of, the Trustee (as defined herein), on behalf of the holders of the Notes, pursuant to the escrow agreement (the ‘‘Escrow Agreement’’). The release of the escrow proceeds will be subject to the satisfaction of certain conditions. The Escrow Agreement will provide that £499.4 million (or the equivalent) of the proceeds of the Notes will be released upon the completion of the Vue Acquisition (the date of such release, the ‘‘Vue Acquisition Completion Date’’) in order to fund such acquisition and £50.0 million (or the equivalent) of the proceeds will be released upon the Multikino Acquisition Completion Date, if such date occurs after the Vue Acquisition Completion Date, otherwise the Vue Acquisition Completion Date. If the Vue Acquisition is not completed on or prior to September 30, 2013 (the ‘‘Escrow Longstop Date’’), then all of the Notes will be subject to a special mandatory redemption. If the Multikino Acquisition is not completed on or prior to (i) the Escrow Longstop Date, if the Vue Acquisition Completion Date has not yet occurred, or (ii) if the Vue Acquisition Completion Date has occurred, December 1, 2013 (the ‘‘Extended Escrow Longstop Date’’), then £50.0 million (or the equivalent) (or such lesser or greater amount as left in escrow following release in respect of the Vue Acquisition) aggregate principal amount of the Notes will be subject to a special mandatory redemption. In each case, the special mandatory redemption price will be equal to 100% of the aggregate issue price of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, from the Issue Date (as defined herein) to the date of the relevant special mandatory redemption. See ‘‘Description of the Notes—Escrow of Proceeds; Special Mandatory Redemption.’’ There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. This offering memorandum constitutes the Listing Particulars in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange and has been approved by the Irish Stock Exchange. There can be no assurance that the Notes will be listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof. See ‘‘Risk Factors’’ beginning on page 34 of this offering memorandum before making any investment decision. Price for the Fixed Rate Notes: 100.000% plus accrued interest, if any, from the issue date. Price for the Floating Rate Notes: 99.500% plus accrued interest, if any, from the issue date. The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or the laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S of the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act . In the United States, the offering of the Notes is being made only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) (as defined in Rule 144A under the U.S. Securities Act) in compliance with Rule 144A under the U.S. Securities Act (‘‘Rule 144A’’) and outside the United States in offshore transactions (as defined in Regulation S under the U.S. Securities Act (‘‘Regulation S’’)) in reliance on Regulation S. You are hereby notified that the Initial Purchasers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See ‘‘Notice to Prospective Investors’’ and ‘‘Transfer Restrictions’’ for additional information about eligible offerees and transfer restrictions. The Fixed Rate Notes will be issued in registered form in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. The Floating Rate Notes will be issued in registered form in minimum denominations of e100,000 and integral multiples of e1,000 in excess thereof. The Notes will be represented on issue by one or more global notes and the Initial Purchasers expect to deliver the Notes in book-entry form through Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream’’) on or about July 18, 2013.

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