07 June 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
7 June 2004
ITV plc ('ITV')
Offer for the Carlton Convertible Preference Shares
Further to the announcement made by the Board of ITV on 17 May 2004 regarding
ITV's cash offer (the 'Offer') to acquire all of the existing issued 6.5p (net)
cumulative convertible redeemable preference shares of 5p each in the capital of
Carlton Communications Plc (the 'Carlton Convertible Preference Shares'), the
Board of ITV today announces that as at 3.00pm on Friday, 4 June 2004 (the
stated closing time of the Offer) irrevocable acceptances of the Offer had been
received in respect of 141,865,518 Carlton Convertible Preference Shares
representing 87.36% of the Carlton Convertible Preference Shares in issue.
In view of the level of acceptances received, the Board of ITV announces that
the Offer period will be extended by four weeks to Friday, 2 July 2004 to allow
the remaining holders of Carlton Convertible Preference Shares ('Carlton
Convertible Preference Shareholders') an additional period in which to accept
the Offer. The terms of the Offer remain unchanged, save that the payment of
consideration to shareholders accepting the Offer during this extended period
will be made by Friday, 9 July 2004. Shareholders who have already accepted the
Offer will receive payment by Friday, 11 June 2004 in accordance with the
timetable set out in the offer document dated Monday, 17 May 2004 (the 'Offer
A letter setting out the full terms of the extension to the Offer period (the
'Extension Letter'), together with a further form of acceptance, will be posted
to shareholders shortly. As indicated in the Offer Document, and following
receipt of acceptances for 87.36% of the Carlton Convertible Preference Shares
in issue, Carlton has informed ITV that it will consider making an application
to the UK Listing Authority to de-list all remaining Carlton Convertible
Preference Shares after 2 July 2004.
Citigate Dewe Rogerson 020 7638 9571
The extension of the Offer period applies to all Carlton Convertible Preference
Shareholders including those to whom the Offer Document was not, and the
Extension Letter may not be, despatched. Copies of both of the aforementioned
documents and forms of acceptance are, or will be, available for collection from
Capita IRG, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TH.
The extended Offer will not be made, directly or indirectly, in or into the
United States, Canada, Australia or Japan and the extended Offer is not capable
of acceptance from within the United States, Canada, Australia or Japan.
Neither the Extension Letter nor the accompanying form of acceptance is being
mailed or otherwise distributed or sent in or into the United States, Canada,
Australia or Japan.
This announcement is not being made or otherwise distributed or sent to, into or
from the United States, Canada, Australia or Japan. Persons reading this
announcement (including nominees, trustees and custodians) must not distribute
or send this announcement, the Offer Document, the Extension Letter or a form of
acceptance (or any other related offering documentation) in, into or from the
United States, Canada, Australia or Japan nor use United States, Canadian,
Australian or Japanese mails for any purpose, directly or indirectly, in
connection with the extended Offer and doing so may invalidate any purported
acceptance of the extended Offer.
The loan notes to be issued pursuant to the extended Offer have not been, and
will not be, registered under the US Securities Act of 1933 (as amended) (the
'Securities Act') or under any relevant securities laws of any state or other
jurisdiction of the United States or any relevant securities laws of Canada,
Australia or Japan. Accordingly, unless an exemption is available under the
Securities Act or other relevant securities laws, the loan notes may not be
offered, sold or delivered, directly or indirectly, in or into the United
States, Canada, Australia or Japan.
This announcement has been prepared by and is the sole responsibility of ITV,
constitutes a financial promotion and has been approved solely for the purpose
of section 21 of the Financial Services and Markets Act 2000 by UBS Limited, of
1 Finsbury Avenue, London EC2M 2PP. UBS Limited is acting for ITV in relation
to the extended Offer and is not acting for any other person in relation to the
extended Offer. UBS Limited will not be responsible to anyone other than ITV
for providing the protections afforded to its clients or for providing advice in
relation to the extended Offer or any other matter referred to herein.
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities.
This information is provided by RNS
The company news service from the London Stock Exchange BLBBQ