ITV plc Announces Final 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 final 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.
The Offeror now announces that it
has decided to set the Final Acceptance Amount at €240,000,000 in
aggregate nominal amount of Notes. Accordingly, subject to the
satisfaction or waiver of the New Issue Condition on or prior to
the Settlement Date, it will accept for purchase Notes validly
tendered in the Offer subject to pro rata scaling at a Scaling Factor
of 75.90 per cent., as further described in the Tender Offer
Memorandum.
Pricing for the Offer took place at
or around 11.00 a.m. (London time) today.
A summary of the pricing for the
Offer appears below:
|
Interpolated Mid-Swap
Rate
|
Purchase
Spread
|
Purchase
Yield
|
Purchase
Price
|
Scaling
Factor
|
|
3.164 per
cent.
|
40
bps
|
3.564 per
cent.
|
95.301
per cent.
|
75.90 per
cent.
|
Subject to the satisfaction or
waiver of the New Issue Condition, the expected Settlement Date for
the Offer is 19 June 2024. Following settlement of the Offer,
€360,000,000 in aggregate nominal amount of the Notes will remain
outstanding.
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)
are acting 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)
are acting 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.