REG - BNP Paribas London ITV PLC - Results of Secondary Placing in ITV PLC

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RNS Number : 3039E  BNP Paribas London  22 October 2025

Not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction in which the release, publication or distribution would be
unlawful. Further, this announcement is for information purposes only and is
not an offer of securities in any jurisdiction.

This announcement contains inside information.

 

22 October 2025

 

RESULTS OF SECONDARY PLACING OF ORDINARY SHARES IN ITV PLC (THE "COMPANY")

Liberty Global Ltd. announces that its wholly owned subsidiary, Liberty Global
Ventures Limited (the "Seller"), has completed the block trade sale of
193,365,540 ordinary shares in the Company (the "Block Trade Shares") to
institutional investors by way of an accelerated bookbuild process (the
"Placing"). The Block Trade Shares represent approximately 5 per cent of the
issued share capital of the Company.

Following settlement of the Placing, the Seller's shareholding in the Company
will be reduced from approximately 10 per cent to approximately 5 per cent.
The Seller has undertaken to the Banks (as defined below) not to sell further
shares in the Company for the period of 60 calendar days following the
completion of the Placing, subject to certain customary exceptions.

Gross proceeds from the Placing amount to approximately £135 million.

BNP PARIBAS and Deutsche Bank AG, London Branch ("Deutsche Numis", together
with BNP PARIBAS, the "Banks") acted as joint global co-ordinators and
bookrunners on the Placing.

 

Enquiries:

BNP PARIBAS, Joint Global Co-ordinator and Bookrunner

Tom Snowball, Antoine Bovyn, Lauren
Davies
+44 (0) 20 7595 9444

 

Deutsche Numis, Joint Global Co-ordinator and Bookrunner

Mathew Mathew, Stephane Gruffat, Jamie Loughborough, William Baunton

 
+44 (0) 20 754 58000

 

Important Notices

The Placing and the distribution of this announcement and other information in
connection therewith or herewith in certain jurisdictions may be restricted by
law, and persons into whose possession this announcement, any document or
other information referred to herein comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain or constitute an offer of,
or the solicitation of an offer to buy or subscribe for, Block Trade Shares to
any person in the United States, Canada, Australia or Japan, or in any
jurisdiction in which such offer or solicitation is unlawful. The Block Trade
Shares have not been and will not be registered under the U.S. Securities Act
1933, as amended (the "U.S. Securities Act") and may not be offered or sold in
the United States except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
compliance with applicable United States state law. There will be no public
offer of the Block Trade Shares in the United States or in any other
jurisdiction.

This communication is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares or a solicitation of any vote or approval.
This announcement does not comprise a prospectus for the purposes of the
Prospectus Regulations (as defined further below) and /or Part VI of the
Financial Services and Markets Act 2000 of the United Kingdom ("U.K.") or
otherwise under any other applicable laws. Copies of this document may not be
sent to, distributed in or sent from jurisdictions in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction and there shall be no sale of securities in any such
jurisdiction.

This announcement is only addressed to and directed at specific addressees
who: (A) if in member states of the European Economic Area (the "EEA") are
people who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation")
("Qualified Investors"); and (B) if in the U.K., are "qualified investors"
within the meaning of Article 2(e) of the U.K. version of the Prospectus
Regulation as it forms part of domestic law in the U.K. by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are:
(i) persons having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order; or (C) other persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 (as amended)) in
connection with the sale of any securities of the Company or any member of its
group may otherwise lawfully be communicated or caused to be communicated (all
such persons referred to in (B) and (C) being "Relevant Persons"). This
announcement must not be acted on or relied on (i) in the U.K., by persons who
are not Relevant Persons and (ii) in any member state of the EEA, by persons
who are not Qualified Investors. Any investment activity to which this
announcement relates (i) in the U.K. is available only to, and may be engaged
in only with, Relevant Persons; and (ii) in any member state of the EEA is
available only to, and may be engaged only with, Qualified Investors.

This announcement has been issued by and is the sole responsibility
of Liberty Global Ltd. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Banks or by any of their respective affiliates
or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

The distribution of this announcement and the offering, placing and/or issue
of the Block Trade Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Banks or the Banks' respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Block Trade Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
Block Trade Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
by the Company and the Banks to inform themselves about and to observe any
such restrictions.

BNP PARIBAS is authorised and regulated by the Autorité de Contrôle
Prudentiel et de Résolution. BNP PARIBAS is authorised by the Prudential
Regulation Authority and is subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request. The Banks are acting exclusively
for the Seller and no one else in connection with the Placing, the content of
this announcement and other matters described in this announcement. The Banks
will not regard any other person as their client in relation to the Placing,
the content of this announcement and other matters described in this
announcement and will not be responsible to anyone (including any placees)
other than the Seller for providing the protections afforded to their client
or for providing advice to any other person in relation to the Placing, the
content of this announcement or any other matters referred to in this
announcement.

In connection with the Placing, the Banks and any of their respective
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to the Block Trade Shares being
offered, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, the Banks and
their respective affiliates acting in such capacity. In addition, the Banks
and their respective affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with investors in
connection with which the Banks and their respective affiliates may from time
to time acquire, hold or dispose of shares. The Banks do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

The Banks and their respective affiliates may have engaged in transactions
with, and provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have received
customary fees and commissions. The Banks and their respective affiliates may
provide such services to the Company and/or its affiliates in the future.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Block Trade Shares to be sold pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.

 

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