ITV Announces Final Results of Tender Offer
23 September 2019 - ITV Announces Final 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 final results of tender offer for its (i) €600,000,000 2.125 per cent. Notes due 21 September 2022 and (ii) €500,000,000 2.00 per cent. Notes due 1 December 2023
ITV plc (the Company) announces today the final results of its separate invitations (together the Offers and each an Offer) to holders of its outstanding (i) €600,000,000 2.125 per cent. Notes due 21 September 2022 (ISIN: XS1292425664) (the 2022 Notes) and (ii) €500,000,000 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.
Series Acceptance Amounts and Pro-Ration Factors
The Company announces that it has decided to accept, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, valid tenders of Notes pursuant to the relevant Offers on the basis set out in the table below, and accordingly each Series Acceptance Amount will be as set out in the table below.
Pricing and Settlement
Pricing for the Offers took place at or around 2.00 p.m. (London time) today.
A summary of the final pricing for, and results of, the Offers appears below:
Series Acceptance Amount
-0.437 per cent.
0.213 per cent.
105.208 per cent.
-0.429 per cent.
0.421 per cent.
106.144 per cent.
The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers. 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.
Subject to the satisfaction or waiver of the New Financing Condition, the expected Settlement Date for the Offers is 27 September 2019. Following settlement of the Offers, €334,739,000.00 in aggregate nominal amount of the 2022 Notes and €258,879,000.00 in aggregate nominal amount of the 2023 Notes will remain outstanding.
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: [email protected]); and Credit Suisse Securities (Europe) Limited (Telephone: +44 20 7883 8763; Attention: Liability Management Group; Email: [email protected]) are acting as Dealer Managers in respect of the Offers.
Citibank, N.A., London Branch (Telephone: +44 20 7508 3867; Attention: Exchange Team; Email: [email protected]) 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:
Pippa Foulds +44 7778 031097
Faye Dipnarine +44 207 157 6581
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