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ITV PLC (ITV)

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Thursday 10 March, 2005

ITV PLC

Placing announcement

ITV PLC
10 March 2005


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA OR THE NETHERLANDS.


                        ITV plc ('ITV' or the 'Company')

          Proposed bookbuilt placing of 30,000,000 New Ordinary Shares


Introduction

On 21 December 2004, the Company proposed a reorganisation of its share capital
(the 'Reorganisation') to be effected by way of a scheme of arrangement under
section 425 of the Companies Act 1985 (the 'Scheme') and the amendment of the
Company's articles of association.

The purpose of the Reorganisation is to reduce the number of US resident holders
of each class of shares in ITV to below 300 so that ITV is able to suspend
certain registration, reporting and other obligations in the United States to
which it is currently subject and which it inherited from Carlton following the
merger of Granada and Carlton in early 2004.

The Company announced on 8 February 2005 that ITV shareholders had approved the
Reorganisation and that the hearing to sanction the Scheme would take place on
11 March 2005 at the High Court of Justice in England and Wales.

ITV announces today its intention to place 30,000,000 new ordinary shares of 10
pence each in the capital of the Company (the 'Placing Shares') with
institutional investors (the 'Placing').  The reason for the Placing as referred
to in the circular to ITV shareholders dated 13 January 2005 (the 'Circular') is
to maintain the approximate level of the Company's issued share capital
following the Scheme and to reduce the overall costs of the Scheme. The Placing
Shares will, when issued, represent approximately 0.73 per cent. of the
Company's issued ordinary share capital prior to the Placing. The Circular also
referred to the Company's intention to conduct a placing of new convertible
shares in addition to new ordinary shares. However, due to the relatively small
number of convertible shares that are expected to be cancelled pursuant to the
Scheme, the Company does not currently intend to proceed with a placing of new
convertible shares. The Placing will be conducted under the existing authorities
granted to the ITV directors at the Annual General Meeting of the Company held
on 19 April 2004.

The Placing is being undertaken by Citigroup Global Markets U.K. Equity Limited
('Citigroup'), who is acting as sole bookrunner and global co-ordinator to the
Placing.

Details of the Placing

The proposed issue of Placing Shares will take place at a price to be
established through an accelerated bookbuilding process to be managed by
Citigroup and will be made available to eligible institutional investors. The
Placing will be conducted in accordance with the terms and conditions set out in
the Appendix to this announcement and will close no later than 4:30 p.m. on 11
March 2005.

The Placing is conditional upon, inter alia, the admission of the Placing Shares
to the Official List of the UK Listing Authority (the 'Official List') and to
trading on the London Stock Exchange's market for listed securities (together
'Admission') becoming effective by 8:00 am on 16 March 2005 (or by such later
time and date as Citigroup in its sole discretion may agree). The Placing is
also conditional on the placing agreement made between the Company and Citigroup
not being terminated prior to such date.

The Placing is being made outside the United States in offshore transactions (as
defined in Regulation S) meeting the requirements of Regulation S under the US
Securities Act of 1933, as amended (the 'Securities Act').

Application has been made to the UK Listing Authority for the admission of the
Placing Shares to the Official List and to the London Stock Exchange for the
admission of the Placing Shares to trading on the London Stock Exchange's market
for listed securities.  It is expected that Admission will become effective and
dealings in the Placing Shares will commence at 8:00 a.m. on 16 March 2005.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Company's existing ordinary shares, including the
right to receive all future dividends and other distributions declared, made or
paid by reference to a record date after the date of issue of the Placing
Shares.



ANALYST ENQUIRIES:

ITV                                                                020 7620 1620
James Tibbitts

CITIGROUP                                                          020 7986 4000
Simon Gluckstein
Ed Matthews


MEDIA ENQUIRIES:

CITIGATE DEWE ROGERSON                                             020 7638 9571

Simon Rigby
Anthony Kennaway



This announcement and the information contained herein does not constitute an
offer of securities for sale in the United States.  Neither this announcement
nor any copy of it may be taken or distributed into the United States or
distributed or published, directly or indirectly, in the United States.  Any
failure to comply with this restriction may constitute a violation of US
securities laws.  The securities referred to herein have not been and will not
be registered under the Securities Act, and may not be offered or sold in the
United States unless they are registered under the Securities Act or pursuant to
an available exemption therefrom.  No public offering of securities of the
Company is being made in the United States.

This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy, subscribe or otherwise acquire the Placing
Shares or other shares in the Company in Canada, Japan, Australia or the
Netherlands or in any jurisdiction in which such offer or solicitation is
unlawful and the information contained herein is not for release, publication or
distribution in whole or in part in or into Canada, Japan, Australia or the
Netherlands or in any jurisdiction in which such publication or distribution is
unlawful.

The Placing Shares are not and will not be offered in The Netherlands other than
to persons who trade or invest in securities in the conduct of their profession
or trade (which includes banks, securities intermediaries (including dealers and
brokers), insurance companies, pension funds, other institutional investors and
commercial enterprises which as an ancillary activity regularly invest in
securities), within the meaning of Section 2 of the 1995 Act on the Supervision
of the Securities Trade Exemption Regulation (Vrijstellingsregeling Wet toezicht
effectenverkeer 1995).

Citigroup Global Markets Limited ('CGML') and Citigroup, which are authorised
and regulated in the United Kingdom by the Financial Services Authority under
the Financial Services and Markets Act 2000, are acting exclusively for ITV in
connection with the Placing and no one else and will not be responsible to
anyone other than ITV for providing the protections afforded to clients of
Citigroup and CGML nor for providing advice in relation to the Placing or any
other matter referred to herein.






                        APPENDIX : TERMS AND CONDITIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
           UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE NETHERLANDS

             IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY


Eligible Participants in the Bookbuilding Process

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE 'ORDER') OR (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC.') OF THE ORDER OR TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT IN ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Relevant Persons who choose to participate in the Placing ('Placees' or
'Participants') will be deemed to have read and understood this announcement in
its entirety and to be participating in the Placing on the terms and conditions
contained herein, and to be providing the representations, warranties,
acknowledgements and undertakings, in each case as contained in this Appendix.

The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of the Company in certain other jurisdictions may be
restricted by law. No action has been taken by the Company or Citigroup that
would permit an offer of such ordinary shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Citigroup to inform themselves about and to observe any such
restrictions.

Details of the Placing Agreement and the Placing Shares

Citigroup has entered into a placing agreement (the 'Placing Agreement') with
the Company, whereby Citigroup has agreed, subject to the conditions set out
therein, to use its reasonable endeavours as agent of the Company to procure
Placees to subscribe for the Placing Shares, failing which it will itself
subscribe as principal for such shares.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with each of the existing issued ordinary shares of 10
pence each in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
ordinary shares by reference to a record date after the date of issue of the
Placing Shares.

Applications for Listing and Admission to Trading

Applications will be made to the UK Listing Authority (the 'UKLA') for the
admission of the Placing Shares to the Official List of the UKLA and to the
London Stock Exchange plc (the 'London Stock Exchange') for such shares to be
admitted to trading on the London Stock Exchange's market for listed securities
(together 'Admission'). It is expected that Admission will take place and
dealings in the Placing Shares will commence at 8:00 a.m. on 16 March 2005. No
application for listing the Placing Shares has been made anywhere else.

Bookbuilding Process

Citigroup is conducting an accelerated bookbuild (the 'Bookbuilding Process')
for participation in the Placing. This Appendix gives details of the terms and
conditions of the Bookbuilding Process.  In addition, it provides details of how
Relevant Persons can participate in the Bookbuilding Process.  Commissions may
be required to be paid by Placees in respect of their agreement to subscribe for
any Placing Shares.

How to Participate in the Bookbuilding Process

An institution which is a Relevant Person and which wishes to participate in the
Bookbuilding Process should communicate its bid by telephone to its usual sales
contact at Citigroup.  The bid should state the number of Placing Shares (or the
total monetary amount) which the institution wishes to subscribe for, at either
the Placing Price (as defined below) which will be ultimately established by
Citigroup or at prices up to a maximum price limit specified in the bid. If
successful, an allocation will be confirmed orally following the close of the
Bookbuilding Process, and a conditional contract note will be despatched as soon
as possible thereafter.  Citigroup's oral confirmation will constitute a legally
binding commitment upon the Relevant Person to subscribe for the number of
Placing Shares allocated to that Relevant Person at the Placing Price (as
defined below) set out in the Pricing Announcement (as defined below) and
otherwise on the terms and conditions set out in this Appendix and in accordance
with the Company's Memorandum and Articles of Association. Citigroup will make a
further announcement following the close of the Bookbuilding Process detailing
the Placing Price at which the Placing Shares are being placed (the 'Pricing
Announcement').

Principal Terms of the Bookbuilding Process

1. Citigroup is arranging the Placing as agent for the Company.

2. Participation will only be available to Relevant Persons invited to
participate by Citigroup and who communicate their wish to participate in the
Bookbuilding Process to Citigroup in the manner described above and who are able
to participate in accordance with the terms and conditions set out herein.
Citigroup is entitled to enter bids as principal in the Bookbuilding Process.

3. The Bookbuilding Process will establish a single price (the 'Placing Price')
payable by all Placees. The Placing Price will be determined by Citigroup
following completion of the Bookbuilding Process.

4. Any bid will be made on the terms and conditions in this Appendix and will be
legally binding on the Placees whom, or on behalf of whom, it is made and will
not be capable of variation or revocation after the close of the Bookbuilding
Process. The contract created by the acceptance of the bids will be governed by
English Law.

5. Citigroup reserves the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of bids shall be at Citigroup's absolute
discretion.

6. The Bookbuilding Process will close no later than 4:30 p.m. on 11 March 2005,
but may be closed earlier at the sole discretion of Citigroup. Citigroup may, in
its sole discretion, accept bids that are received after the Bookbuilding
Process has closed.

Conditions of the Placing

The obligations of Citigroup under the Placing Agreement are conditional on,
inter alia: (a) the Placing Agreement becoming unconditional in all respects and
not being terminated in accordance with its terms prior to Admission; (b)
Admission taking place by not later than 8:00 am on 16 March 2005 (or by such
later time as Citigroup in its sole discretion may agree); (c) prior to
Admission, there shall not have occurred any change in the financial condition,
or in the earnings, business or operations of the Company and its subsidiaries,
taken as a whole, from that set forth in the Company's most recent annual report
or subsequent information releases issued prior to the date hereof that, in the
sole judgment of Citigroup, is material and adverse and that makes it, in the
sole judgment of Citigroup, impracticable or inadvisable to conduct the Placing
in the manner contemplated in the Placing Agreement, this announcement and the
Pricing Announcement but excluding, without prejudice to any right Citigroup may
have to terminate the Placing Agreement described below, a change in the general
economic, industrial, political or regulatory circumstance which affects
businesses similar to that of the Issuer; and (d) a director or company
secretary of the Company confirming to Citigroup immediately prior to Admission
that each of the conditions in the Placing Agreement (other than the condition
relating to Admission) has been fulfilled in accordance with its terms; that the
Company has complied with its obligations under the Placing Agreement to the
extent that the same fall to be performed prior to Admission; and that none of
the representations and warranties in the Placing Agreement was untrue,
inaccurate or misleading in any respect at the date of the Placing Agreement or
has at any time since that date become untrue, inaccurate or misleading by
reference to the facts and circumstances existing since that date.

Citigroup, in its sole discretion, reserves the right to waive or to extend the
time and/or date for fulfilment of the conditions in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments. Neither Citigroup
nor the Company shall have any liability to any Placee (or to any other person
whether acting for or on behalf of a Placee or otherwise) in respect of any
decision Citigroup may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition in the Placing Agreement.

If any condition is not satisfied in all respects or (where applicable) waived,
in whole or in part, by Citigroup or becomes incapable of being satisfied (and
is not so waived) by the required time, the Company shall promptly make a public
announcement through a Regulatory Information Service to that effect.

If (a) any of the conditions above are not satisfied (or, where relevant,
waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreement
does not otherwise become unconditional in all respects, the Placing will lapse
and Placees' rights and obligations hereunder shall cease and determine at such
time and no claim shall be made by Placees in respect thereof.

Each Placee participating in the Bookbuilding Process agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by it.

Right to Terminate Under the Placing Agreement

Citigroup is entitled in its sole discretion to terminate the Placing Agreement
by notice given to the Company, at any time prior to the allotment and issue of
and payment for the Placing Shares, if (i) trading in securities generally on
the London Stock Exchange, the New York Stock Exchange or Nasdaq Stock Market is
suspended or limited or minimum prices are established on any of such exchanges;
(ii) a banking moratorium is declared in London or by the U.S. federal or New
York State authorities; or (iii) there has occurred any outbreak or escalation
of hostilities, declaration by the United Kingdom or the United States of a
national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of Citigroup,
impractical or inadvisable to proceed with the Placing as contemplated in the
Placing Agreement, this announcement or the Pricing Announcement.

Each Placee participating in the Bookbuilding Process agrees with Citigroup that
the exercise by Citigroup of any right of termination or other right or
discretion under the Placing Agreement shall be at the absolute discretion of
Citigroup and that Citigroup need make no reference to Placees and shall have no
liability to Placees whatsoever in connection therewith.

No Prospectus

No prospectus or listing particulars has been or will be submitted to be
approved by the UKLA or filed with the Registrar of Companies in England and
Wales in relation to the Placing Shares and the Placees' commitments will be
made solely on the basis of the information contained in this announcement.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0033986497) following
Admission will take place in uncertificated form against payment within the
CREST system subject to certain exceptions.  Citigroup  reserves the right to
require settlement for and delivery of the Placing Shares to Placees by such
other means as it deems appropriate if delivery or settlement is not possible
within the CREST system within the timetable set out in this announcement or if
it would not be consistent with the regulatory requirements in the Placee's
jurisdiction.  In such case, payment for the Placing Shares will be made against
delivery of the Placing Shares to the Placee.

Placees will be sent a conditional contract note which shall state the number of
Placing Shares acquired by such Placee at the Placing Price. It is expected that
these conditional contract notes will be despatched on 11 March 2005.  It is
expected that settlement will occur on 16 March 2005, on a T+3 basis, in
accordance with the instructions set out in the conditional contract note.

Interest is chargeable and will accrue daily on all amounts due from the Placees
to the extent that value is received after the due date at the rate of 2
percentage points above prevailing LIBOR.

In the event that a Placee does not comply with its settlement obligations,
Citigroup may (as agent for such Placee) sell the Placing Shares allocated to
such Placee and retain the sale proceeds (net of any expenses of sale in
relation to such Placing Shares). Such Placee will, however, remain liable for
any shortfall between the net proceeds of such sale and the Placing Price in
respect of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may arise
upon the sale of its Placing Shares by Citigroup on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, each
Placee opting to have its Placing Shares so delivered should ensure that the
conditional contract note is copied and delivered immediately to the relevant
person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of such
Placee's nominee or in the name of any person for whom such Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
will, subject as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax.  No Placee will be entitled to receive any
fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Bookbuilding Process, each Placee (and any person acting
on its behalf) will be deemed to:

1.  represent and warrant that it has read this announcement in its entirety and
acknowledge that its participation in the Placing will be governed by the terms
of this Appendix;

2.  acknowledge that the content of this announcement is exclusively the
responsibility of the Company and that neither Citigroup nor any of its
affiliates nor any person acting on its or their behalf has or shall have any
liability for any information, representation or statement contained in this
announcement or any information previously published in respect of the Company
and will not be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in this
announcement;

3.  acknowledge that neither Citigroup nor any of its affiliates nor any person
acting on its or their behalf has or shall have any liability for any publicly
available or filed information or representation in relation to the Company,
provided that nothing in this paragraph excludes the liability of any person for
fraud;

4.  represent and warrant that the only information upon which it has relied in
committing itself to subscribe for the Placing Shares is that contained in this
announcement and any information previously published by the Company through a
Regulatory Information Service (as defined in the UKLA's Listing Rules) and
confirm that it has neither received nor relied on any representation, warranty
or statement made by or on behalf of the Company or Citigroup. Each Placee
hereby acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing;

5.  acknowledge that no offering document or prospectus has been prepared in
connection with the placing of the Placing Shares in any jurisdiction;

6.  represent and warrant that it is, or at the time the Placing Shares are
subscribed for will be, the beneficial owner of such Placing Shares and is not a
person located in the United States of America, its territories or possessions,
any state of the United States or the District of Columbia (the 'United States')
or acting on a non-discretionary basis for a person in the United States, and is
acquiring the Placing Shares in an offshore transaction (as defined in
Regulation S under the Securities Act);

7.  represent and warrant that it is not a resident of Australia, Canada, Japan
or the Netherlands and acknowledges that the Placing Shares have not been and
will not be registered nor will a prospectus be cleared in respect of the
Placing Shares under the securities legislation of Australia, Canada, Japan or
the Netherlands and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions;

8.  represent and warrant that it is entitled to subscribe for and/or purchase
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all such governmental and
other guarantees and other consents in either case which may be required
thereunder and complied with all necessary formalities;

9.  represent and warrant that the issue to itself, or the person specified by
it for registration as holder, of Placing Shares will not give rise to a
liability under any of sections 67 to 72 and 93 to 97 of the Finance Act 1986
(depositary receipts and clearance services);

10.  if it is in the UK, represent and warrant that it has complied with its
obligations in connection with money laundering under the Proceeds of Crime Act
2002, the Anti-Terrorism, Crime and Security Act 2001 (as amended) and the Money
Laundering Regulations 2003 (the 'Regulations') and, if it is making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations;

11.  represent and warrant that it falls within paragraph 3(a) of Schedule 11 to
the Financial Services and Markets Act 2000 ('FSMA'), being a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business, and within
Article 19 and/or 49 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2001, as amended, and undertake that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;

12.  represent and warrant that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
Section 21 of FSMA) relating to the Placing Shares in circumstances in which
Section 21(1) of FSMA does not require approval of the communication by an
authorised person;

13.  acknowledge that Citigroup and CGML are not making any recommendations to
it or advising it with regard to the suitability of any transaction it may enter
into in connection with the Placing and further acknowledge that for the
purposes of the Placing, it is not and will not be a client of Citigroup and
CGML and that Citigroup and CGML do not have duties or responsibilities to it
for providing the protections afforded to their clients or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement;

14.  undertake that the person who it specifies for registration as holder of
the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as
the case may be.  Neither Citigroup nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement.  Each Placee and any person acting on behalf of the
Placee agrees to subscribe on the basis that the Placing Shares will be allotted
to the CREST stock account of Citigroup who will hold them as nominee on behalf
of the Placee until settlement in accordance with its standing settlement
instructions;

The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company, Citigroup and each of their respective
affiliates and are irrevocable.

This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire ordinary shares in the Company
referred to in this announcement in the United States, Canada, Japan, Australia
or the Netherlands or any jurisdiction in which such an offer or solicitation is
unlawful. The ordinary shares in the Company referred to in this announcement
have not been and will not be registered under the U.S. Securities Act of 1933,
as amended and may not be offered or sold within the United States absent
registration or an exemption from registration. No public offering of the
ordinary shares in the Company referred to in this announcement is being made in
the United States.



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