Results of Consent Solicitation - 2032 Notes

ITV PLC

05 August 2026

 

Date: 5 August 2026

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (EUWA) (UK MAR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

 

ITV plc

(the Issuer)

announces results of consent solicitation in respect of its

€500,000,000 4.25 per cent. Notes due 19 June 2032 (ISIN: XS2838391170) (the Notes)

On 6 July 2026, the Issuer announced an invitation (the Consent Solicitation) to holders of the Notes to consent, by way of Extraordinary Resolution, to certain amendments to the definitions used in the terms and conditions of the Notes and certain clarificatory changes to the related provisions in the trust deed dated 28 March 2024 between the Issuer and HSBC Corporate Trustee Company (UK) Limited (the Trustee) (the Trust Deed) (together, the Proposed Amendments). The Proposed Amendments are intended to ensure that certain definitions and provisions remain meaningful for holders of the Notes following completion of the sale of the Issuer's media and entertainment business to Sky.

Capitalised terms used in this announcement but not defined have the meanings given to them in the consent solicitation memorandum dated 6 July 2026 (the Consent Solicitation Memorandum).

The Meeting was held earlier today, 5 August 2026. Notice is hereby given that the quorum required for the Meeting was satisfied, with one or more Eligible Persons present and holding or representing in the aggregate more than 50 per cent. in principal amount of the Notes for the time being outstanding. At the Meeting, a majority consisting of not less than three-fourths of the votes cast were cast in favour of the Extraordinary Resolution and, accordingly, the Extraordinary Resolution was duly passed. The Consent Conditions have therefore been satisfied.

The Extraordinary Resolution is binding on all Noteholders, whether or not they were present at the Meeting and whether or not they voted.

The Issuer has therefore proceeded to implement the Proposed Amendments with effect on and from 5 August 2026, and the Supplemental Trust Deed has been executed by all parties thereto.

The Consent Fee will be paid on 12 August 2026 to the Clearing Systems for onward payment to eligible Noteholders through the relevant Direct Participants, being those Noteholders from whom a valid Consent Instruction in favour of the Extraordinary Resolution was received by the Tabulation Agent at or prior to the Early Bird Deadline and not validly revoked, and who otherwise satisfied the conditions for payment set out in the Consent Solicitation Memorandum.

Further details on the Consent Solicitation can be obtained from:

TABULATION AGENT

Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: + 44 20 7704 0880 Attention: Owen Morris Email: [e-mail]   Consent Website: https://deals.is.kroll.com/itv

Lloyds Bank Corporate Markets plc (Telephone: [phone]/1726;

Email: [e-mail]; Attention: Liability Management) and NatWest Markets Plc (Telephone: [phone]; Email: [e-mail]; Attention: Liability Management) acted as the Solicitation Agents for the Consent Solicitation and the Proposal.

This announcement is released by ITV plc and contains information that may have qualified as inside information for the purposes of Article 7 of UK MAR. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by virtue of the EUWA, this announcement is made by Kyla Mullins (General Counsel and Company Secretary).

None of the Solicitation Agents, the Tabulation Agent, the Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, representatives, agents or affiliates accepts any responsibility for the accuracy or completeness of the information contained in this announcement or makes any representation or recommendation whatsoever regarding the Consent Solicitation, the Extraordinary Resolution, the Proposed Amendments or this announcement.

The Trustee was not involved in formulating the Consent Solicitation, the Proposal or the Extraordinary Resolution, expresses no opinion on their merits and has not made any recommendation to Noteholders in connection with the Consent Solicitation, the Extraordinary Resolution or the Proposed Amendments.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction.

 

END