Rejection of Proposal

ITV PLC
21 November 2006

                                ITV plc ('ITV')

                  Rejection of Proposal from NTL Inc. ('NTL')


Following the separate statements made on 9th November, 2006, by NTL and ITV,
the Board of ITV received from NTL's advisers the detail of NTL's proposal.  In
summary this was:

*        NTL would make an offer for the whole of ITV's issued share capital, to be effected by a Court
         approved Scheme of Arrangement

*        for each ITV share, NTL would offer 105p in cash and new NTL shares worth 17p at the close of
         business on 9th November, 2006.  These shares would, in aggregate, constitute about 12.5 per
         cent. of the enlarged issued share capital of NTL

*        the number of shares that would comprise the share element of an offer would be fixed, so that
         the value of the proposal would fluctuate as a result of movement in NTL's share price.  For
         example, at the close of business on 16th November, 2006 (before BSkyB's acquisition of a 17.9
         per cent. stake in ITV), NTL's share price had fallen by 9 per cent. since 9th November, so that
         the share element of the proposal had fallen in value to 15.4p and the total value of the
         proposal had fallen to 120.4p

*        there would be no guaranteed cash alternative to the share element of an offer

*        the proposal was conditional, inter alia, on due diligence; on approval of the ITV Pension
         Scheme Trustees; and on regulatory clearance

The Board of ITV met yesterday to consider this proposal, which had been
thoroughly analysed by ITV's advisers.  The Board gave it detailed and careful
consideration and unanimously decided to reject it, principally for the
following reasons:

*        the Board believes that whereas there is obvious appeal to NTL in gaining control of ITV's
         substantial and successful business, from ITV's perspective there is little, if any, strategic
         logic for ITV to combine with NTL

*        the Board feels unable to recommend to ITV's shareholders that they should take NTL stock as
         part consideration for their ITV shares

*        the Board is clear that the proposed offer materially undervalues ITV

For these reasons, the Board of ITV cannot recommend the proposal to its
shareholders and has accordingly rejected it.

In accordance with the requirements of The Takeover Code, the Board of ITV
wishes to make clear that this statement is not being made with the agreement or
approval of NTL.  There can be no certainty that an offer will be made nor as to
the terms on which any offer might be made.

Responsibility

The directors of ITV accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and, where appropriate, does
not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of NTL or of ITV, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of NTL or ITV, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of NTL or of ITV by NTL or ITV, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.

Lazard & Co., Limited ('Lazard'), which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting as financial
adviser to ITV and no-one else in connection with the matters referred to in
this announcement and will not be responsible to anyone other than ITV for
providing the protections afforded to clients of Lazard nor for providing advice
in relation to any matter referred to herein.


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