ITV plc Announces Indicative Results of
its Cash Tender Offer for its
€600,000,000 1.375 per cent. Notes due 26 September
2026
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA (the United
States) OR IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO
WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
18
June 2024. ITV plc (the Offeror)
announces today the indicative results of its invitation to holders
of its outstanding €600,000,000 1.375 per cent. Notes due 26
September 2026 (ISIN: XS2050543839) (the Notes) to tender such Notes for
purchase by the Offeror for cash (such invitation, the Offer), subject to the satisfaction or
waiver of the New Issue Condition.
The Offer was announced on 7 June
2024 and was made on the terms and subject to the conditions
(including, but not limited to, the New Issue Condition) contained
in the tender offer memorandum dated 7 June 2024 (the Tender Offer Memorandum) prepared by
the Offeror in connection with the Offer. Capitalised terms used
but not otherwise defined in this announcement shall have the
meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 17 June 2024. As at the
Expiration Deadline, €316,312,000 in aggregate nominal amount of
Notes were validly tendered for purchase pursuant to the
Offer.
If the Offeror decides, in its sole
and absolute discretion, to accept for purchase valid tenders of
Notes pursuant to the Offer, and the New Issue Condition is
satisfied or waived on or prior to the Settlement Date, it expects
to set the Final Acceptance Amount at approximately €240,000,000 in
aggregate nominal amount of Notes. On the basis of such expected
Final Acceptance Amount, the Offeror intends to accept for purchase
Notes validly tendered in the Offer subject to pro rata scaling at a Scaling Factor
of approximately 75.90 per cent., as further described in the
Tender Offer Memorandum.
Holders should note that this is a
non-binding indication of the level at which the Offeror expects to
set the Final Acceptance Amount and the Scaling Factor.
Pricing for the Offer is expected to
take place at or around 11.00 a.m. (London time) today (the
Pricing Time). As soon as
reasonably practicable after the Pricing Time, the Offeror will
announce whether it will accept (subject to the satisfaction or
waiver of the New Issue Condition on or prior to the Settlement
Date) valid tenders of Notes for purchase pursuant to the Offer
and, if so accepted, the Final Acceptance Amount, the Interpolated
Mid-Swap Rate, the Purchase Yield, the Purchase Price and details
of any pro rata scaling.
Subject to the satisfaction or
waiver of the New Issue Condition, the expected Settlement Date for
the Offer is 19 June 2024.
Barclays Bank PLC (Tel: +44 20
3134 8515; Attention: Liability Management Group; Email:
eu.lm@barclays.com);
and NatWest Markets Plc
(Tel: +44 20 7678 5222; Attention: Liability Management;
Email: NWMLiabilityManagement@natwestmarkets.com)
acted as Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek Kusion;
Email: itv@is.kroll.com;
Offer Website: https://deals.is.kroll.com/itv)
acted as Tender Agent for the Offer.
This announcement is released by the
Offeror and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information
relating to the Offer described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made
by Chris Kennedy, Chief Operating Officer and Chief Finance Officer
at the Offeror.
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum. No
offer or invitation to acquire any securities is being made
pursuant to this announcement. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Offeror, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an invitation to participate in the Offer in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws.