17 May 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
17 May 2004
ITV plc ('ITV')
Offer for the Carlton Convertible Preference Shares
The Board of ITV announces that ITV has today made a 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'). Holders of Carlton Convertible
Preference Shares who validly accept the Offer will receive 102.5 pence for
every Carlton Convertible Preference Share held. All accepting shareholders
will receive the 1 July 2004 dividend of 3.25p (net) per Carlton Convertible
Preference Share the record date for which is 28 May 2004.
As part of the proposals made on 8 December 2003 in connection with the merger
of Granada plc and Carlton Communications Plc to form ITV, ITV made an offer to
all holders of Carlton Convertible Preference Shares ('Carlton Convertible
Preference Shareholders') of 102 pence in cash per share (together with an
amount equal to any accrued but unpaid dividend). The offer was structured as a
scheme of arrangement under section 425 of the Companies Act and therefore
required the approval of a majority in number representing three-fourths in
value of those Carlton Convertible Preference Shareholders present and voting in
person or by proxy at the meeting held on 13 January 2004. Although a
significant proportion of Carlton Convertible Preference Shareholders did vote
in favour of the offer, the required voting threshold was not met and therefore
ultimately the offer did not proceed.
Further details of the Offer
In light of the foregoing, there is no acceptance threshold to be met before
this new Offer can proceed. This means that all Carlton Convertible Preference
Shareholders (including those who voted to accept the previous offer) have the
opportunity to accept this new Offer. The terms of the Offer include a loan
note alternative. The full terms and conditions of the Offer (including details
of the loan note alternative and how the Offer may be accepted) are set out in
an offer document (the 'Offer Document') which will be posted to Carlton
Convertible Preference Shareholders today.
The Offer will close at 3.00pm on Friday, 4 June 2004 which is after the 28 May
2004 record date for the payment of the 1 July 2004 dividend. For the avoidance
of doubt, accepting shareholders will receive this dividend payment even if they
return their forms of acceptance prior to 28 May 2004.
Simon Rigby - Citigate Dewe Rogerson 020 7638 9571
The Offer has been made to all Carlton Convertible Preference Shareholders
including those to whom the Offer Document may not be despatched. Copies of the
Offer Document and accompanying forms of acceptance are available for collection
from Capita IRG, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TH.
The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia or Japan and the Offer is not capable of acceptance
from within the United States, Canada, Australia or Japan. Neither the Offer
Document 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 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
Offer and doing so may invalidate any purported acceptance of the Offer.
The loan notes to be issued pursuant to the 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 Offer and is not acting for any other person in relation to the 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
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