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Wednesday 22 March, 2006

Goldman Sachs Intl

Response to ITV Announcement

Goldman Sachs International
22 March 2006


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



22 MARCH 2006

         FUNDS ADVISED BY APAX PARTNERS, THE BLACKSTONE GROUP AND 
 GOLDMAN SACHS CAPITAL PARTNERS STATEMENT IN RESPONSE TO ITV PLC ANNOUNCEMENT


Funds advised by or affiliated with Apax Partners, The Blackstone Group and GS
Capital Partners V Fund, L.P. (the 'Consortium') note ITV's announcement in
response to press reports regarding a potential investment proposal made by the
Consortium.

The Consortium has been in discussions with ITV regarding a confidential
proposal involving the investment of a substantial amount of new capital, in
exchange for a minority shareholding.  This proposal could be structured,
subject to the approval of the Board of ITV, in a number of ways, including the
Consortium subscribing for new equity in ITV or the Consortium making an offer
for ITV.

The Consortium is reviewing its position and a further announcement will be made
if appropriate.



Enquiries

Goldman Sachs International

Simon Dingemans                                  Tel: +44 20 7774 1000

Sebastian Grigg



Brunswick

James Bradley                                    Tel: +44 20 7404 5959

Fiona Laffan





Goldman Sachs International is acting for Apax Partners Worldwide LLP,
Blackstone Management Partners V L.L.C. and GS Capital Partners V Fund, L.P. and
no one else in connection with the Consortium's proposal to ITV and will not be
responsible to anyone other than Apax Partners Worldwide LLP, Blackstone
Management Partners V L.L.C. and GS Capital Partners V Fund, L.P. for providing
the protections afforded to clients of Goldman Sachs International, nor for
providing advice in relation to the Consortium's proposal to ITV.



Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of ITV plc, 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 ITV plc, 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 ITV plc by ITV plc, 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.



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