Company Announcements

23 September 2019 - ITV Announces Indicative Results of Tender Offer

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

23 September 2019

ITV plc announces indicative results of tender offer for its (i) €600,000,000 2.125 per cent. Notes due 21 September 2022 and (ii) €500,000,000 2.00 per cent. Notes due 1 December 2023

ITV plc (the Company) announces today the indicative results of its separate invitations (together the Offers and each an Offer) to holders of its outstanding (i) €600,000,000 2.125 per cent. Notes due 21 September 2022 (ISIN: XS1292425664) (the 2022 Notes) and (ii) €500,000,000 2.00 per cent. Notes due 1 December 2023 (ISIN: XS1525536840) (the 2023 Notes and, together with the 2022 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash. 

The Offers were announced on 12 September 2019, and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 12 September 2019 (the Tender Offer Memorandum) prepared by the Company for the Offers.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 20 September 2019. 

As at the Expiration Deadline: (a) €265,261,000.00 in aggregate nominal amount of 2022 Notes; and (b) €241,121,000.00 in aggregate nominal amount of the 2023 Notes had been validly tendered for purchase pursuant to the relevant Offer.

Indicative Series Acceptance Amounts and Pro-Ration Factors

The Company announces that, in the event that it decides to accept valid tenders of Notes pursuant to either or both Offers and the New Financing Condition is satisfied (or waived) on or prior to the Settlement Date, it expects that each Series Acceptance Amount will be set as follows:

Noteholders should note that this is a non-binding indication of the levels at which the Company expects to set each Series Acceptance Amount and any Pro-Ration Factor that would be applied as a consequence.

General

Pricing for the Offers will take place at or around 2.00 p.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept for purchase, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, valid tenders of Notes pursuant to either or both of the Offers and, if so, (i) each Series Acceptance Amount, (ii) any Pro-Ration Factor in relation to each Series, (iii) the Reference Benchmark, the Purchase Yield and the Purchase Price in relation to each Series, and (iv) the nominal amount of each Series that will remain outstanding after the Settlement Date.

Subject to the satisfaction or waiver of the New Financing Condition, the expected Settlement Date for the Offers is expected to be 27 September 2019.  The purchase of Notes pursuant to the relevant Offer(s) is expected to be funded from the issue of the New Notes. The New Notes have been priced and are expected to settle on 26 September 2019.

Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com); and Credit Suisse Securities (Europe) Limited (Telephone: +44 20 7883 8763; Attention: Liability Management Group; Email: liability.management@credit-suisse.com) are acting as Dealer Managers in respect of the Offers.

Citibank, N.A., London Branch (Telephone: +44 20 7508 3867; Attention: Exchange Team; Email: citiexchanges@citi.com) is acting as Tender Agent for the Offers.

This announcement is released by ITV plc and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Kyla Mullins, General Counsel and Company Secretary at ITV plc.

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 Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

The New Notes are not being, and will not be, offered or sold in the United States.  Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.  Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

For general enquiries please contact:

Investor Relations

Pippa Foulds                       +44 7778 031097

Faye Dipnarine                    +44 207 157 6581