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Friday 31 March, 2006


Further re Recent Approach

31 March 2006

                        ITV plc ('ITV' or 'the Company')

                Further statement in relation to recent approach

In relation to the statement made on the 22nd March, 2006, the Board of ITV
announces that it has received a revised proposal from funds advised by or
affiliated with Apax Partners, The Blackstone Group and GS Capital Partners V
Fund, L.P. ('the Consortium').  The Board met yesterday and unanimously decided
to reject it.

The key elements of the revised proposal were:

*        the Consortium would have made an offer for the whole of ITV's issued share capital

*        for each share currently held, ITV's shareholders would have been offered 86p in cash and 1 new
         share in the acquiring company

*        the Consortium intended to put in place an underwritten cash alternative to the new shares, of
         44p per new share, so that shareholders who had wished to receive cash only in exchange for all
         or some of their current ITV shares would have received an aggregate of 130p for each share
         currently held

*        the offer would have been financed partly by the Consortium investing GBP 1.27bn in the
         acquiring company to receive 48% of its issued share capital; and partly by the acquiring
         company taking on GBP 3.5bn of debt

*        the proposal was conditional, inter alia, on due diligence; on receiving regulatory approval;
         and on reaching agreement with the Trustees of ITV's pension scheme

Fundamentally, all of these key elements were unchanged from the Consortium's
previous proposal, save that the underwritten cash alternative had been
increased so that the cash price, for shareholders who would not have wished to
hold shares in this highly leveraged company, was increased from 120p per share,
in the original proposal, to 130p per share in the revised proposal.

The Board gave careful and thorough consideration to this revised proposal and
decided to reject it principally for the following reasons:

*        at over 7 times 2005 EBITDA, the Board considered the proposed leverage to be unduly risky for a
         business that operates in a cyclical environment and has high operational gearing

*        this high level of debt would have enabled the Consortium to buy, for less than GBP 1.3bn, a 48%
         stake in a company which, immediately prior to the leak of the Consortium's approach, had a
         market capitalisation of GBP 4.8bn

*        the Board's concerns about leverage had previously led it to conclude that a guaranteed cash
         exit should be offered.  Although the Board recognised that the Consortium had attempted to
         address this, the Board was strongly of the view that the level of the proposed cash exit did
         not compare favourably with the value that the Board believes can be achieved through the
         delivery of ITV's current plans

*        the Board did not believe that a cash price of 130p per share, representing a premium of just
         11% to the price of ITV's shares immediately prior to the leak of the Consortium's approach, was
         at a level that adequately reflected the change of control inherent in the Consortium's proposal

The Board therefore unanimously concluded that the revised offer was not capable
of being recommended as being in the best interests of all shareholders.

The Board will vigorously pursue its strategy for the Company's multi-platform,
multi-channel digital future, which is demonstrably working and in which the
Board has the utmost confidence.  In addition, the Board has recently announced
proposals to return an initial GBP 300 million of capital to ITV's shareholders
and is continuing to evaluate the optimal capital structure of the company.

The following is stated in accordance with the rules of the Takeover Code: this
announcement is not made with the Consortium's consent and there can be no
certainty that an offer will be made nor as to the terms on which any offer
might be made.

                        Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Takeover Code'), if any person is, or becomes, 'interested' (directly or
indirectly) in 1% or more of any class of 'relevant securities' of ITV 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 any 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, 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 Takeover Code, all 'dealings' in
'relevant securities' of ITV by ITV or any of the members of the private equity
consortium, 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

'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 Takeover 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.

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

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