REG - ITV PLC - ITV announces Cash Tender Offer

ITVAnnouncement

07/06/2024 09:45

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RNS Number : 6246R  ITV PLC  07 June 2024

ITV plc Announces 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
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

7 June 2024. ITV plc (the Offeror) announces today an 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 (as defined below).

The Offer is being 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, and is subject to the offer restrictions
set out below, as more fully described in the Tender Offer Memorandum. For
detailed terms of the Offer, please refer to the Tender Offer Memorandum,
copies of which are (subject to distribution restrictions) available from the
Tender Agent as set out below. Capitalised terms used but not otherwise
defined in this announcement shall have the meanings given to them in the
Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appears below:

 Description                                                 ISIN /                    Outstanding Nominal Amount  Benchmark                   Purchase Spread  Target Acceptance Amount

of the Notes
Common Code
 €600,000,000 1.375 per cent. Notes due 26 September 2026    XS2050543839 / 205054383  €600,000,000                Interpolated Mid-Swap Rate  40 bps           Subject as set out herein, up to €240,000,000 in aggregate nominal amount

Rationale for the Offer

The purpose of the Offer and the proposed issue of the New Notes (as defined
below) is to extend the Offeror's debt maturity profile in an efficient
manner. Furthermore, the Offer will provide liquidity to those Holders whose
Notes are validly tendered and accepted for purchase in the Offer.

The Offeror intends to cancel the Notes purchased by it pursuant to the Offer
and such Notes will therefore not be re-issued or re-sold.

Purchase Price

Subject to the satisfaction (or waiver) of the New Issue Condition, the
Offeror will pay for any Notes validly tendered and accepted for purchase by
it pursuant to the Offer a purchase price for such Notes (the Purchase Price)
to be determined at or around 11.00 a.m. (London time) on 18 June 2024 (the
Pricing Time) in the manner described in the Tender Offer Memorandum by
reference to the sum (such sum, the Purchase Yield) of (i) the purchase spread
of 40 bps (the Purchase Spread) and (ii) the Interpolated Mid-Swap Rate.

Accrued Interest

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the Offer.

Final Acceptance Amount and Scaling

The Offeror proposes to accept for purchase pursuant to the Offer up to
€240,000,000 in aggregate nominal amount of the Notes (the Target Acceptance
Amount), although the Offeror reserves the right, in its sole discretion, to
accept significantly more or significantly less than (or none of) the Target
Acceptance Amount for purchase pursuant to the Offer (the final aggregate
amount of Notes accepted for purchase pursuant to the Offer being the Final
Acceptance Amount).

If the Offeror decides, in its sole and absolute discretion, to accept for
purchase valid tenders of Notes pursuant to the Offer and the aggregate
nominal amount of Notes validly tendered pursuant to the Offer is greater than
the Final Acceptance Amount, the Offeror intends to accept such Notes for
purchase on a pro rata basis such that the aggregate nominal amount of Notes
accepted for purchase pursuant to the Offer is no greater than the Final
Acceptance Amount, as further described in the Tender Offer Memorandum.

New Issue Condition

The Offeror will announce today its intention to issue a new series of
euro-denominated fixed rate notes (the New Notes) under its €3,000,000,000
Euro Medium Term Note Programme (the Programme), subject to market conditions.

Whether the Offeror will purchase any Notes validly tendered in the Offer is
subject, without limitation, to the successful completion (in the sole
determination of the Offeror) of the issue of the New Notes (the New Issue
Condition), unless the New Issue Condition is waived by the Offeror in its
sole discretion.

Even if the New Issue Condition is satisfied (or waived), the Offeror is under
no obligation to accept for purchase any Notes tendered pursuant to the Offer.
The acceptance for purchase by the Offeror of Notes validly tendered pursuant
to the Offer is at the sole discretion of the Offeror, and tenders may be
rejected by the Offeror for any reason.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus dated 28 March
2024 prepared by the Offeror in connection with the Programme, as supplemented
by a supplement expected to be dated 7 June 2024 (together, the Programme Base
Prospectus); and (ii) the final terms to be prepared in connection with the
New Notes, and no reliance is to be placed on any representations other than
those contained in the Programme Base Prospectus.

For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Holder and the
selling restrictions set out in the Programme Base Prospectus). It is the sole
responsibility of each Holder to satisfy itself that it is eligible to
purchase the New Notes.

The New Notes have not been, and will not be, offered or sold in the United
States.  Nothing in either this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction.  Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act).  The New Notes have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act).

Compliance information for the New Notes:

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible counterparties
and professional clients only (all distribution channels). No sales to UK
retail investors; no key information document has been or will be prepared.

EEA MiFID professionals/ECPs-only/No EEA PRIIPS KID - eligible counterparties
and professional clients only (all distribution channels). No sales to EEA
retail investors; no key information document has been or will be prepared.

See the Programme Base Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Allocation of the New Notes

When considering allocation of the New Notes, the Offeror may give preference
to those Holders that, prior to such allocation, have validly tendered or have
given a firm intention to either Dealer Manager that they intend to tender
their Notes for purchase pursuant to the Offer. Therefore, a Holder that
wishes to subscribe for New Notes in addition to tendering its existing Notes
for purchase pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Offeror, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Holder making a separate
application for the purchase of such New Notes to a Dealer Manager (in its
capacity as a joint lead manager of the issue of the New Notes) in accordance
with the standard new issue procedures of such joint lead manager. Any such
preference will, subject to the sole and absolute discretion of the Offeror,
be applicable up to the aggregate nominal amount of Notes tendered by such
Holder (or in respect of which such Holder has indicated a firm intention to
tender as described above) pursuant to the Offer. However, the Offeror is not
obliged to allocate any New Notes to a Holder that has validly tendered or
indicated a firm intention to tender its Notes for purchase pursuant to the
Offer and, if any such New Notes are allocated, the nominal amount thereof may
be less or more than the nominal amount of Notes tendered by such Holder and
accepted for purchase by the Offeror pursuant to the Offer. Any such
allocation will also, among other factors, take into account the minimum
denomination of the New Notes (being €100,000).

All allocations of the New Notes, while being considered by the Offeror as set
out above, will be made in accordance with customary new issue allocation
processes and procedures in the sole and absolute discretion of the Offeror.
In the event that a Holder validly tenders Notes pursuant to the Offer, such
Notes will remain subject to such tender and the conditions of the Offer as
set out in the Tender Offer Memorandum irrespective of whether that Holder
receives all, part or none of any allocation of New Notes for which it has
applied.

Holders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offer and any
Holder that wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to the Offer should therefore provide, as
soon as practicable, to either Dealer Manager any indications of a firm
intention to tender Notes for purchase pursuant to the Offer and the quantum
of Notes that it intends to tender.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to, the Offer, Holders must validly
tender their Notes for purchase 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 17 June 2024 unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum (the
Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than €100,000 (being the minimum denomination of the
Notes), and may be submitted in integral multiples of €1,000 thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial
owner.

 

Indicative timetable for the Offer

The anticipated transaction timetable is summarised below:

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer

 Announcement of Offer and the intention of the Offeror to issue the New Notes,   7 June 2024
 subject to market conditions.  Tender Offer Memorandum available from the
 Tender Agent (subject to the restrictions set out in "Offer and Distribution
 Restrictions" below).
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. on 17 June 2024
 order for Holders to be able to participate in the Offer.
 Announcement of Indicative Results
 Announcement by the Offeror of the aggregate nominal amount of Notes validly     Prior to the Pricing Time on 18 June 2024
 tendered pursuant to the Offer, together with a non-binding indication of the
 level at which it expects to set the Final Acceptance Amount and indicative
 details of any pro rata scaling that will apply in the event that the Offeror
 decides to accept (subject to satisfaction or waiver of the New Issue
 Condition on or prior to the Settlement Date) valid tenders of Notes pursuant
 to the Offer.
 Pricing Time
 Determination of the Interpolated Mid-Swap Rate and calculation of the           At or around 11.00 a.m. on 18 June 2024
 Purchase Yield and Purchase Price.
 Announcement of Results and Pricing

 Announcement by the Offeror of whether it will accept (subject to the            As soon as reasonably practicable after the Pricing Time
 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.
 Settlement Date

 Subject to the satisfaction, or waiver, of the New Issue Condition, expected     19 June 2024
 Settlement Date for the Offer.

The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the 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 Offeror to so extend, re-open, amend and/or
terminate the Offer.

Holders 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 Holder in order for that Holder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer before the
deadlines specified above. The deadlines set by any such intermediary and each
Clearing System for the submission and revocation 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 Offer will be
made by or on behalf of the Offeror by (i) publication through RNS and (ii)
the delivery of notices to the Clearing Systems for communication to Direct
Participants.  Such announcements may also be made (a) on the relevant
Reuters Insider Screen and/or (b) 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 Holders are urged to contact
the Tender Agent for the relevant announcements during the course of the
Offer. In addition, Holders may contact the Dealer Managers for information
using the contact details below.

Holders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.

Barclays Bank PLC and NatWest Markets Plc are acting as Dealer Managers for
the Offer and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers: 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).

Questions and requests for assistance in connection with the procedures for
participating in the Offer, including the delivery of Tender Instructions, may
be directed to the Tender Agent:

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) ).

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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. If any Holder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately 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 or
intermediary must contact such entity if it wishes to tender such Notes
pursuant to the Offer. The Dealer Managers are acting exclusively for the
Offeror and no one else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and will not be responsible to
any Holder for providing the protections which would be afforded to customers
of the Dealer Managers or for advising any other person in connection with the
Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any
director, officer, employee, agent or affiliate of any such person has made or
will make any assessment of the merits and risks of the Offer or of the impact
of the Offer on the interests of the Holders either as a class or as
individuals, and none of them makes any recommendation as to whether Holders
should tender Notes pursuant to the Offer. None of the Offeror, the Dealer
Managers or the Tender Agent (or any of their respective directors, officers,
employees, agents or affiliates) is providing Holders with any legal,
business, tax or other advice in this announcement and/or the Tender Offer
Memorandum. Holders should consult with their own advisers as needed to assist
them in making an investment decision and to advise them whether they are
legally permitted to tender Notes for cash.

Offer and Distribution 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.  The distribution of
this announcement, the Tender Offer Memorandum and/or any other materials
relating to the Offer in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement, the Tender Offer Memorandum
and/or any other materials relating to the Offer come(s) 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, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or a solicitation of an offer
to sell Notes (and tenders of Notes in the Offer will not be accepted from
Holders) in any circumstances in which such offer or solicitation is
unlawful.  In those jurisdictions where the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer and either
Dealer Manager or any of their respective affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offer shall be deemed to be made by
such Dealer Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Notes will be €100,000.

United States

The Offer is 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.  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 Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer 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.  Any purported tender of
Notes in the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made 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.

Neither this announcement nor the Tender Offer Memorandum is not an offer to
buy or sell, or a solicitation of an offer to buy or sell, any Notes or other
securities in the United States or to U.S. Persons (as defined in Regulation S
of the United States Securities Act of 1933, as amended (each a U.S. Person)).
Securities may not be offered, sold or delivered in the United States absent
registration under, or an exemption from the registration requirements of, the
Securities Act. The New Notes have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other jurisdiction
of the United States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or benefit of,
U.S. Persons.

Each Holder participating in the Offer will represent that it is not located
in the United States and it is not participating in the 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 the
Offer from the United States. For the purposes of this and the above two
paragraphs, 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.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer 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, this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer 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, and may only be acted upon by, 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 (as amended, the Financial Promotion Order)), persons
who are 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.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer has been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offer is being
carried out in the Republic of Italy (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 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Holders or beneficial owners of the Notes that are located in
Italy may tender some or all of their Notes for purchase in the Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France). This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offer have only been and
shall only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this
announcement nor the Tender Offer Memorandum has been or will be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

The Offer is not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and this announcement, Tender Offer
Memorandum or any other documents or materials relating to the Offer have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

 

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