ITV Regulatory News (ITV)

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.

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

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.

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

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