Last checked at 18 Jun 2024 09:30
ITV plc Announces Indicative Results of its Cash Tender Offer for its€600,000,000 1.375 per cent. Notes due 26 September 2026
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 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 (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
18 June 2024. ITV plc (the Offeror) announces today the indicative results of its invitation to holders of its outstanding €600,000,000 1.375 per cent. Notes due 26 September 2026 (ISIN: XS2050543839) (the Notes) to tender such Notes for purchase by the Offeror for cash (such invitation, the Offer), subject to the satisfaction or waiver of the New Issue Condition.
The Offer was announced on 7 June 2024 and was made on the terms and subject to the conditions (including, but not limited to, the New Issue Condition) contained in the tender offer memorandum dated 7 June 2024 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 17 June 2024. As at the Expiration Deadline, €316,312,000 in aggregate nominal amount of Notes were validly tendered for purchase pursuant to the Offer.
If the Offeror decides, in its sole and absolute discretion, to accept for purchase valid tenders of Notes pursuant to the Offer, and the New Issue Condition is satisfied or waived on or prior to the Settlement Date, it expects to set the Final Acceptance Amount at approximately €240,000,000 in aggregate nominal amount of Notes. On the basis of such expected Final Acceptance Amount, the Offeror intends to accept for purchase Notes validly tendered in the Offer subject to pro rata scaling at a Scaling Factor of approximately 75.90 per cent., as further described in the Tender Offer Memorandum.
Holders should note that this is a non-binding indication of the level at which the Offeror expects to set the Final Acceptance Amount and the Scaling Factor.
Pricing for the Offer is expected to take place at or around 11.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept (subject to the satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) valid tenders of Notes for purchase pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Yield, the Purchase Price and details of any pro rata scaling.
Subject to the satisfaction or waiver of the New Issue Condition, the expected Settlement Date for the Offer is 19 June 2024.
Barclays Bank PLC (Tel: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com); and NatWest Markets Plc (Tel: +44 20 7678 5222; Attention: Liability Management; Email: NWMLiabilityManagement@natwestmarkets.com) acted as Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek Kusion; Email: itv@is.kroll.com; Offer Website: https://deals.is.kroll.com/itv) acted as Tender Agent for the Offer.
This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Chris Kennedy, Chief Operating Officer and Chief Finance Officer at the Offeror.
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 Offeror, 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 invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.