TIDMITV
RNS Number : 3043N
ITV PLC
23 September 2019
23 September 2019 - ITV Announces Indicative Results of Tender
Offer
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
23 September 2019
ITV plc announces indicative results of tender offer for its (i)
EUR600,000,000 2.125 per cent. Notes due 21 September 2022 and (ii)
EUR500,000,000 2.00 per cent. Notes due 1 December 2023
ITV plc (the Company) announces today the indicative results of
its separate invitations (together the Offers and each an Offer) to
holders of its outstanding (i) EUR600,000,000 2.125 per cent. Notes
due 21 September 2022 (ISIN: XS1292425664) (the 2022 Notes) and
(ii) EUR500,000,000 2.00 per cent. Notes due 1 December 2023 (ISIN:
XS1525536840) (the 2023 Notes and, together with the 2022 Notes,
the Notes and each a Series) to tender their Notes for purchase by
the Company for cash.
The Offers were announced on 12 September 2019, and were made on
the terms and subject to the conditions contained in the tender
offer memorandum dated 12 September 2019 (the Tender Offer
Memorandum) prepared by the Company for the Offers. Capitalised
terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London
time) on 20 September 2019.
As at the Expiration Deadline: (a) EUR265,261,000.00 in
aggregate nominal amount of 2022 Notes; and (b) EUR241,121,000.00
in aggregate nominal amount of the 2023 Notes had been validly
tendered for purchase pursuant to the relevant Offer.
Indicative Series Acceptance Amounts and Pro-Ration Factors
The Company announces that, in the event that it decides to
accept valid tenders of Notes pursuant to either or both Offers and
the New Financing Condition is satisfied (or waived) on or prior to
the Settlement Date, it expects that each Series Acceptance Amount
will be set as follows:
Indicative Series Acceptance Indicative Pro-Ration
Series Amount Factor
----------- ----------------------------- ----------------------
2022 Notes EUR265,261,000.00 Not Applicable
2023 Notes EUR241,121,000.00 Not Applicable
Noteholders should note that this is a non-binding indication of
the levels at which the Company expects to set each Series
Acceptance Amount and any Pro-Ration Factor that would be applied
as a consequence.
General
Pricing for the Offers will take place at or around 2.00 p.m.
(London time) today (the Pricing Time). As soon as reasonably
practicable after the Pricing Time, the Company will announce
whether it will accept for purchase, subject to the satisfaction or
waiver of the New Financing Condition on or prior to the Settlement
Date, valid tenders of Notes pursuant to either or both of the
Offers and, if so, (i) each Series Acceptance Amount, (ii) any
Pro-Ration Factor in relation to each Series, (iii) the Reference
Benchmark, the Purchase Yield and the Purchase Price in relation to
each Series, and (iv) the nominal amount of each Series that will
remain outstanding after the Settlement Date.
Subject to the satisfaction or waiver of the New Financing
Condition, the expected Settlement Date for the Offers is expected
to be 27 September 2019. The purchase of Notes pursuant to the
relevant Offer(s) is expected to be funded from the issue of the
New Notes. The New Notes have been priced and are expected to
settle on 26 September 2019.
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969;
Attention: Liability Management Group; Email:
liabilitymanagement.europe@citi.com); and Credit Suisse Securities
(Europe) Limited (Telephone: +44 20 7883 8763; Attention: Liability
Management Group; Email: liability.management@credit-suisse.com)
are acting as Dealer Managers in respect of the Offers.
Citibank, N.A., London Branch (Telephone: +44 20 7508 3867;
Attention: Exchange Team; Email: citiexchanges@citi.com) is acting
as Tender Agent for the Offers.
This announcement is released by ITV plc and contains
information that qualified as inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR),
encompassing information relating to the Offers described above.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Kyla
Mullins, General Counsel and Company Secretary at ITV plc.
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 Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in 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). No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public
offering of securities.
For general enquiries please contact:
Investor Relations
Pippa Foulds +44 7778 031097
Faye Dipnarine +44 207 157 6581
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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