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ITV PLC (ITV)

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Wednesday 10 June, 2009

ITV PLC

ITV plc ?500m Series 2006-2 F

RNS Number : 6721T
ITV PLC
10 June 2009
 




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY

(SEE 'OFFER RESTRICTIONS' BELOW)


10 June 2009


ITV PLC ANNOUNCES AN EXCHANGE OFFER TO HOLDERS OF ITS €500,000,000 SERIES 2006-2 FIXED RATE NOTES DUE 2011 (the 'Existing Notes')


ITV PLC (the 'Issuer'has today invited holders (subject as set out under 'Offer Restrictions' below) of the Existing Notes (the 'Noteholders') to offer to exchange (the 'Exchange Offer') any or all of such Existing Notes on a nominal for nominal basis for a consideration of approximately 30% cash and 70% new Euro Denominated 9.00 per cent. Notes due 2014 (the 'New Notes' and together, 'the Combined Consideration').


RATIONALE FOR THE EXCHANGE OFFER

The rationale for the Exchange Offer is to meet two objectives for ITV:

  • firstly, to reduce the ITV group's gross debt by up to €150,000,000 by offering to redeem early 30 per cent. of the outstanding Existing Notes;

  • secondly, to reduce ITV group's debt maturities due in the next three years by extending the maturity of the debt represented by up to 70 per cent. of the outstanding Existing Notes by exchanging it for the New Notes.


THE EXCHANGE OFFER

Under the Exchange Offer the Issuer offers the Noteholders to exchange any or all of the Existing Notes on a nominal for nominal basis for a consideration (the 'Combined Consideration') comprised of approximately 70 cents in face value of New Notes and the remaining approximately 30 cents in cash. 

The key terms of the Existing Notes and the New Notes are as follows:


Nominal Amount of the Existing Notes

Coupon of the Existing Notes

Maturity of the Existing Notes

Common Code / ISIN

€500,000,000 

6.00 per cent. #

3 October, 2011

026987890 / XS0269878905

# The fixed rate coupon on the Existing Notes steps-down to 4.75% in certain circumstances described in the relevant Final Terms

Nominal Amount of the New Notes

Coupon of the New Notes

Maturity of the New Notes

up to €350,000,000

9.00 per cent. #

The fifth anniversary of the Settlement Date

# The fixed rate coupon on the New Notes is fixed and will not be subject to any downward or upward adjustment


The New Notes will be issued in a minimum denomination of €50,000 and integral multiples of €1,000 above €50,000. The New Note component of the Combined Consideration in respect of any holding of Existing Notes validly offered for exchange will be rounded up to the nearest €1,000 (provided the minimum of €50,000 is thus achievable) and the remaining Combined Consideration will be rounded down and delivered in cash. As a result the minimum holding of Existing Notes that can be validly tendered will be €71,000. In such a case the holder would receive a New Note in a denomination of €50,000 and cash of €21,000. In addition, an amount equating to the Accrued Interest on the Existing Notes will be paid out in cash. 



PARTICIPATING IN THE INVITATION

To exchange Existing Notes pursuant to the invitation, a holder of Existing Notes should deliver, or arrange to have delivered on its behalf, through the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Exchange Instruction that is received by the Exchange Agent by the Expiration Time.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary must receive instructions to participate in the Exchange Offer in order to meet before the deadlines specified in the timetable below.



EXPECTED TIMETABLE

Events


Dates and Times (All times are London time)

Commencement of the Exchange Offer


10 June 2009




Expiration Date and Time


4.00 p.m., on 24 June 2009




Announcement of Exchange Offer Results 


At or around 11.30a.m., on 25 June 2009




Settlement Date


Expected on 30 June 2009






GENERAL

Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum, as applicable.


Noteholders are advised to check with the bank, securities broker, or other intermediary through which they hold their Existing Notes whether such intermediary applies different deadlines for any of the events specified above, and then to allow for such deadlines if such deadlines are prior to those set out above. The deadlines set by each Clearing System will be earlier than the relevant deadlines above.


Noteholders are advised to read carefully the Exchange Offer Memorandum, as applicable, for full details of, and information on, the procedures for participating in the Exchange Offer.


The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum). Details of any such extension, re-opening, amendment, waiver (if permitted) or termination will be announced wherever applicable as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Requests for information in relation to the Exchange Offer should be directed to the Dealer Manager (being The Royal Bank of Scotland plc).


Requests for information in relation to the procedures for exchanging Existing Notes in, and for any documents or materials relating to, the Exchange Offer should be directed to the Exchange Agent.



FOR FURTHER INFORMATION



Requests for information in relation to the Exchange Offer should be directed to:

THE DEALER MANAGER

The Royal Bank of Scotland plc

135 Bishopsgate 

London EC2M 3UR

United Kingdom


For information by telephone:

+44 20 7085 8056/6192

Attention: Andrew Burton/Russell Maybury

Email: liabilitymanagement@rbs.com


THE EXCHANGE AGENT

Citibank, N.A., London Branch

14th Floor

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

Any questions or requests for assistance or additional copies of the Exchange Offer Memorandum may be directed to the 

Exchange Agent at the telephone numbers and locations set forth below:

Telephone number:  +44 20 7508 3775

Fax: +44 20 3320 2405

Attention: Exchange Team

Email: exchange.gats@citi.com




DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer Memorandum. The announcement and the Exchange Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Exchange OffersIf any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offer. None of the Issuerthe Dealer Manager, the Exchange Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Exchange Offer.


No offer or invitation to acquire or exchange any Notes is being made pursuant to this announcement. None of this announcement or the Exchange Offer Memorandum constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and offers of Existing Notes for exchange pursuant to the Exchange Offer will not be accepted from Noteholders in any jurisdiction where such invitation or offer to exchange is unlawful.


The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum come are required by ITV, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.



OFFER RESTRICTIONS

The Exchange Offer Memorandum does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. 

Persons into whose possession the Exchange Offer Memorandum comes are required by each of the Issuer, the Guarantor, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Guarantor, the Dealer Manager or the Exchange Agent in relation to the Exchange Offer that would permit a public offering of securities. The Exchange Offer comprises an offer of securities to the public for the purposes of Directive 2003/71/EC (the Prospectus Directive). However, no action is required to be taken under the Prospectus Directive in connection with such offer as the minimum denomination of the New Notes will be €50,000.

United States

The Exchange Offer is not being made in the United States or to any U.S. person (within the meaning of Regulation S under the Securities Act (Regulation S)). Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Existing Notes for exchange made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States or any U.S. person (within the meaning of Regulation S under the Securities Act) will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The New Notes and the guarantee thereof have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available. 

Each holder of Existing Notes participating in the Exchange Offer will represent that either (a)(i) it is the beneficial owner of the Existing Notes being offered for exchange and (ii) it is located outside the United States and is participating in the Exchange Offer from outside the United States and it is not a U.S. person or (b)(i) it is acting on behalf of the beneficial owner of the Existing Notes being offered for exchange on a non-discretionary basis and has been duly authorised to so act and (ii) such beneficial owner has confirmed to it that it is located outside the United States and is participating in the Exchange Offer from outside the United States and it is not a U.S. person.

The Exchange Offer is not being made and will not be made, directly or indirectly, in or into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Existing Notes may not be tendered in the Exchange Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into or from the United States or to persons located or resident in the United States, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise transmit, distribute or forward it in or into or from the United States. Doing so may render invalid any purported participation in the Exchange Offer. For the purposes of this paragraph, 'United States' means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

United Kingdom

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or persons who are within Article 43(2) of the Order or any other persons to whom it may otherwise lawfully be made under the Order.

Belgium

The Exchange Offer is not being made, directly or indirectly, to the public in Belgium. The Exchange Offer has not been notified to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances) pursuant to Article 18 of the Belgian law of 22 April 2003 on the public offering of securities (the Law on Public Offerings) and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been, or will be, approved by the Belgian Banking, Finance and Insurance Commission pursuant to Article 14 of the Law on Public Offerings. Accordingly, the Exchange Offer may not be advertised and neither the Exchange Offer Memorandum nor any such documents or materials may be distributed or made available in Belgium other than to institutional investors, as referred to in Article 6, paragraph 3 of the Belgian law of 1 April 2007 on public acquisition offers, acting for their own account.

France

The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Exchange Offer Memorandum nor any other document or material relating to the Exchange Offer has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés) other than individuals, as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier are eligible to participate in the Exchange Offer. The Exchange Offer Memorandum has not been submitted for clearance to the Autorité des Marchés Financiers.

Italy

The Exchange Offer is not being made in the Republic of Italy (Italy). The Exchange Offer and the Exchange Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Existing Notes are notified that, to the extent such holders are located or resident in Italy, the Exchange Offer is not available to them and they may not offer Existing Notes for exchange in the Exchange Offer nor may the New Notes be offered, sold or delivered in Italy and, as such, any Exchange Instruction received from or on behalf of such persons shall be ineffective and void, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer, the Existing Notes or the New Notes may be distributed or made available in Italy.

General

The Exchange Offer Memorandum does not constitute an offer to sell or buy or a solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, and offers of Existing Notes for exchange in the Exchange Offer will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and if the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Issuer in such jurisdictions.



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