Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email publishing@financialexpress.net in the first instance.

 Information  X 
Enter a valid email address

ITV PLC (ITV)

  Print      Mail a friend       Annual reports

Monday 18 June, 2012

ITV PLC

ITV plc - Tender Offer for certain Series of Notes

RNS Number : 5867F
ITV PLC
18 June 2012
 



ITV plc announces Tender Offers for certain Series of Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

18 June 2012.  ITV plc (the Company) announced today separate invitations to holders of its outstanding (a) €187,873,000 10.00 per cent. Notes due 2014 (ISIN: XS0437125197) (the 2014 Notes), (b) £425,000,000 Series 2005-1 5.375 per cent. Notes due 2015 (ISIN: XS0232037233) (the 2015 Notes) and (c) £250,000,000 Series 2006-1 6.125 per cent. Notes due 2017 (ISIN: XS0269885785) (the 2017 Notes and, together with the 2014 Notes and the 2015 Notes, the Notes) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and, together, the Offers).  The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 June 2012 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

 

 

 
ISIN/ Common Code
Outstanding Nominal Amount
Purchase Price
Minimum Purchase Price
Amount subject to the relevant Offer
2014 Notes
XS0437125197 /
043712519
€187,873,000
117.50 per cent.
Not Applicable
Any and all
2015 Notes
XS0232037233 /
023203723
£153,682,000
To be determined
pursuant to a modified
Dutch auction
104.25 per cent.
Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of up to (a) £250,000,000 less (b) the aggregate nominal amount of the 2014 Notes validly tendered and accepted by the Company (converted into Sterling at the Applicable Exchange Rate described in the Tender Offer Memorandum)
2017 Notes
XS0269885785 /
026988578
£250,000,000
 
To be determined
pursuant to a modified
Dutch auction
108.25per cent.

 

Rationale for the Offers

The Offers are made in order to reduce the Company's debt and reduce future interest expenses.

Notes purchased by the Company pursuant to the relevant Offer will be cancelled and will not be re-issued or re-sold.  Notes that are not tendered or accepted for purchase pursuant to the relevant Offer will remain outstanding.

Details of the Offer in respect of the 2014 Notes

In respect of any 2014 Notes validly tendered and accepted by the Company for purchase pursuant to the relevant Offer, the Company will pay a cash Purchase Price, expressed as a percentage, being equal to 117.50 per cent. of the nominal amount of such 2014 Notes.

If the Company decides to accept valid tenders of any 2014 Notes for purchase pursuant to the relevant Offer it will accept for purchase all of the 2014 Notes that are validly tendered (the aggregate nominal amount of such validly tendered and accepted 2014 Notes being the 2014 Notes Acceptance Amount), with no pro rata scaling.

The Company will also pay an Accrued Interest Payment in respect of the 2014 Notes accepted for purchase pursuant to the relevant Offer.

 

Details of the Offers in respect of the 2015 Notes and the 2017 Notes

In respect of any 2015 Notes and 2017 Notes validly tendered and accepted by the Company for purchase pursuant to the relevant Offer(s), the Company will pay a cash Purchase Price, expressed as a percentage, being amounts in respect of each such Series determined pursuant to a modified Dutch auction procedure as described in the Tender Offer Memorandum.

The final determination of the Purchase Prices for any 2015 Notes and/or 2017 Notes validly tendered and accepted by the Company for purchase pursuant to the relevant Offer(s) will be made as soon as reasonably practicable following the Expiration Deadline and will be announced by the Company on 26 June 2012.

If the Company decides to accept any 2015 Notes and/or 2017 Notes for purchase, the Company proposes that the aggregate nominal amount of such 2015 Notes (if any) and 2017 Notes (if any) which it will accept for purchase pursuant to the relevant Offer(s) will be an amount of up to (a) £250,000,000 less (b) the 2014 Notes Acceptance Amount (converted into Sterling at the Applicable Exchange Rate), although the Company reserves the right, in its sole discretion, to accept significantly more or significantly less than (or none of) such amount of 2015 Notes or 2017 Notes for purchase pursuant to the relevant Offer(s) (the final nominal amount accepted for purchase pursuant to such Offers being the Final 2015 Notes and 2017 Notes Acceptance Amount).  The Company will determine the allocation of the Final 2015 Notes and 2017 Notes Acceptance Amount between each of the 2015 Notes and the 2017 Notes in its sole discretion, and reserves the right to accept significantly more or significantly less (or none) of either such Series as compared to the other such Series.

The Company will also pay an Accrued Interest Payment in respect of any 2015 Notes and/or 2017 Notes accepted for purchase pursuant to the relevant Offer(s).

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 25 June 2012 (the Expiration Deadline). 

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions relating to 2015 Notes or 2017 Notes may be submitted on a "non-competitive" or a "competitive" basis as follows:

-           a Non-Competitive Tender Instruction is a Tender Instruction that either (i) does not specify a purchase price for the relevant 2015 Notes or 2017 Notes, as applicable, or (ii) specifies a purchase price less than or equal to the applicable Minimum Purchase Price for the relevant 2015 Notes or 2017 Notes, as applicable.  Each Non-Competitive Tender Instruction, whether falling within (i) or (ii) above, will be deemed to have specified the relevant Minimum Purchase Price for the tendered 2015 Notes or 2017 Notes, as applicable; and

-           a Competitive Tender Instruction is a Tender Instruction that specifies a purchase price greater than the Minimum Purchase Price for the relevant Series.  Purchase prices may only be specified in increments of 0.25 per cent. in such Competitive Tender Instructions.  In the event that any Tender Instruction specifies a purchase price that is not an increment of 0.25 per cent. above the relevant Minimum Purchase Price, the purchase price so specified shall be rounded down to the nearest such increment of 0.25 per cent., and such Tender Instruction shall be deemed to have specified such rounded figure as the purchase price.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than the minimum denomination for such Series being €50,000 in respect of the 2014 Notes or £50,000 in respect of the 2015 Notes or the 2017 Notes, and may thereafter be submitted in integral multiples of €1,000 or £1,000, as applicable.  A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Indicative Timetable for the Offers

Events

 

Times and Dates

(All times are London time)

Commencement of the Offers

 

 

Offers announced.  Tender Offer Memorandum available from the Dealer Managers and the Tender Agent.

 

Monday, 18 June 2012

Expiration Deadline

 

 

Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.

 

4.00 p.m. on Monday, 25 June 2012

Announcement of Results and Pricing

 

 

Announcement of (i) whether the Company will accept valid tenders of the 2014 Notes pursuant to the relevant Offer and, if so accepted, the 2014 Notes Acceptance Amount and the Applicable Exchange Rate, (ii) whether the Company will accept valid tenders of the 2015 Notes pursuant to the relevant Offer and, if so accepted, the 2015 Notes Acceptance Amount, the relevant Purchase Price in respect of such 2015 Notes and any Scaling Factor, and (iii) whether the Company will accept valid tenders of the 2017 Notes pursuant to the relevant Offer and, if so accepted, the 2017 Notes Acceptance Amount, the relevant Purchase Price in respect of such 2017 Notes and any Scaling Factor.

 

As soon as reasonably practicable on Tuesday, 26 June 2012

Settlement Date

 

 

Expected Settlement Date for the Offers.

 

Thursday, 28 June 2012

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate such Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

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

Lloyds TSB Bank plc and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.

The Dealer Managers

Lloyds TSB Bank plc

10 Gresham Street

London  EC2V 7AE

Telephone: +44 20 7158 3981

Attention: Liability Management Group

Email: liability.management@lloydsbanking.com

The Royal Bank of Scotland plc

135 Bishopsgate

London  EC2M 3UR

Telephone: +44 20 7085 5991

Attention: Liability Management Group

Email: liability.management@rbs.com

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

The Tender Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

 

Telephone: +44 20 7704 0880

Attention: Thomas Choquet

Email: itv@lucid-is.com

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers.  If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose 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 tender such Notes pursuant to the Offers.  None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to an Offer or participate in an Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.  Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in an 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 an Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

In addition to the representations referred to below in respect of the United States, each holder of Notes participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to an Offer from a holder that is unable to make these representations will not be accepted.  Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

United States.  The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person.  Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.  Each holder of Notes participating in an Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person.  For the purposes of this paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy.  None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.  Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom.  The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 Financial Promotion Order)) or persons falling within Article 43 of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France.  The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

 

For further information:

 

ITV plc

 

Treasury

Charles Van Der Welle              Director of Treasury                  Tel:  020 7157 6567

 

Investor Relations

Pippa Foulds                            Head of Investor Relations         Tel: 07826 531887


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCZMGMVMRLGZZM