ITV plc announces Results of 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 OR TO ANY U.S. PERSON
26 June 2012. ITV plc (the Company) announced today the results of its 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 were announced on 18 June 2012 and were 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. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 25 June 2012.
As at the Expiration Deadline, the Company had received valid tenders for purchase of (i) €137,742,000 in aggregate nominal amount of 2014 Notes, (ii) £74,858,000 in aggregate nominal amount of 2015 Notes (of which £37,383,000 was tendered pursuant to Non-Competitive Tender Instructions and £37,475,000 was tendered pursuant to Competitive Tender Instructions), and (iii) £114,739,000 in aggregate nominal amount of 2017 Notes (of which £52,685,000 was tendered pursuant to Non-Competitive Tender Instructions and £62,054,000 was tendered pursuant to Competitive Tender Instructions).
The Company has decided to accept all valid tenders of the 2014 Notes and, accordingly, the 2014 Notes Acceptance Amount will be €137,742,000. The Company has determined that the Applicable Exchange Rate is €1.24/£1.00.
The Company has decided to set the 2015 Notes Acceptance Amount at £74,858,000 and, on this basis, the Purchase Price in respect of the 2015 Notes will be 107.00 per cent. of the nominal amount of such 2015 Notes. Accordingly, the Company will accept for purchase all 2015 Notes tendered for purchase pursuant to valid Non-Competitive Tender Instructions or valid Competitive Tender Instructions, in full, with no pro rata scaling.
The Company has decided to set the 2017 Notes Acceptance Amount at £89,387,000 and, on this basis, the Purchase Price in respect of the 2017 Notes will be 110.50 per cent. of the nominal amount of such 2017 Notes. Accordingly, the Company will (i) accept for purchase all 2017 Notes tendered for purchase (A) pursuant to valid Non-Competitive Tender Instructions or (B) at purchase prices at or below the relevant Purchase Price pursuant to valid Competitive Tender Instructions, in full, with no pro rata scaling, and (ii) not accept for purchase 2017 Notes tendered at purchase prices above the relevant Purchase Price.
The Company will also pay an Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offers, equating to €99.45 per €1,000 in nominal amount of the 2014 Notes, £37.16 per £1,000 in nominal amount of the 2015 Notes, and £35.26 per £1,000 in nominal amount of the 2017 Notes.
The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 28 June 2012. Following settlement of the Offers, €50,131,000 in aggregate nominal amount of the 2014 Notes, £78,824,000 in aggregate nominal amount of the 2015 Notes and £160,613,000 in aggregate nominal amount of the 2017 Notes will remain outstanding.
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.
The Dealer Managers
Lloyds TSB Bank plc
10 Gresham Street
London EC2V 7AE
Telephone: +44 20 7158 3981
Attention: Liability Management Group
The Royal Bank of Scotland plc
London EC2M 3UR
Telephone: +44 20 7085 5991
Attention: Liability Management Group
The Tender Agent
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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.