REG - ITV PLC - Final Results of Cash Tender Offer

ITVAnnouncement

18/06/2024 14:15

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RNS Number : 9166S  ITV PLC  18 June 2024

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 (mailto:eu.lm@barclays.com) ); and NatWest
Markets Plc (Tel: +44 20 7678 5222; Attention: Liability Management; Email:
NWMLiabilityManagement@natwestmarkets.com
(mailto: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 (mailto:itv@is.kroll.com) ; Offer Website:
https://deals.is.kroll.com/itv (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.

 

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