10th Mar 2005 16:56
ITV PLC10 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, JAPAN, AUSTRALIA OR THE NETHERLANDS. ITV plc ("ITV" or the "Company") Proposed bookbuilt placing of 30,000,000 New Ordinary Shares Introduction On 21 December 2004, the Company proposed a reorganisation of its share capital(the "Reorganisation") to be effected by way of a scheme of arrangement undersection 425 of the Companies Act 1985 (the "Scheme") and the amendment of theCompany's articles of association. The purpose of the Reorganisation is to reduce the number of US resident holdersof each class of shares in ITV to below 300 so that ITV is able to suspendcertain registration, reporting and other obligations in the United States towhich it is currently subject and which it inherited from Carlton following themerger of Granada and Carlton in early 2004. The Company announced on 8 February 2005 that ITV shareholders had approved theReorganisation and that the hearing to sanction the Scheme would take place on11 March 2005 at the High Court of Justice in England and Wales. ITV announces today its intention to place 30,000,000 new ordinary shares of 10pence each in the capital of the Company (the "Placing Shares") withinstitutional investors (the "Placing"). The reason for the Placing as referredto in the circular to ITV shareholders dated 13 January 2005 (the "Circular") isto maintain the approximate level of the Company's issued share capitalfollowing the Scheme and to reduce the overall costs of the Scheme. The PlacingShares will, when issued, represent approximately 0.73 per cent. of theCompany's issued ordinary share capital prior to the Placing. The Circular alsoreferred to the Company's intention to conduct a placing of new convertibleshares in addition to new ordinary shares. However, due to the relatively smallnumber of convertible shares that are expected to be cancelled pursuant to theScheme, the Company does not currently intend to proceed with a placing of newconvertible shares. The Placing will be conducted under the existing authoritiesgranted to the ITV directors at the Annual General Meeting of the Company heldon 19 April 2004. The Placing is being undertaken by Citigroup Global Markets U.K. Equity Limited("Citigroup"), who is acting as sole bookrunner and global co-ordinator to thePlacing. Details of the Placing The proposed issue of Placing Shares will take place at a price to beestablished through an accelerated bookbuilding process to be managed byCitigroup and will be made available to eligible institutional investors. ThePlacing will be conducted in accordance with the terms and conditions set out inthe Appendix to this announcement and will close no later than 4:30 p.m. on 11March 2005. The Placing is conditional upon, inter alia, the admission of the Placing Sharesto the Official List of the UK Listing Authority (the "Official List") and totrading on the London Stock Exchange's market for listed securities (together"Admission") becoming effective by 8:00 am on 16 March 2005 (or by such latertime and date as Citigroup in its sole discretion may agree). The Placing isalso conditional on the placing agreement made between the Company and Citigroupnot being terminated prior to such date. The Placing is being made outside the United States in offshore transactions (asdefined in Regulation S) meeting the requirements of Regulation S under the USSecurities Act of 1933, as amended (the "Securities Act"). Application has been made to the UK Listing Authority for the admission of thePlacing Shares to the Official List and to the London Stock Exchange for theadmission of the Placing Shares to trading on the London Stock Exchange's marketfor listed securities. It is expected that Admission will become effective anddealings in the Placing Shares will commence at 8:00 a.m. on 16 March 2005. The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with the Company's existing ordinary shares, including theright to receive all future dividends and other distributions declared, made orpaid by reference to a record date after the date of issue of the PlacingShares. ANALYST ENQUIRIES: ITV 020 7620 1620James Tibbitts CITIGROUP 020 7986 4000Simon GlucksteinEd Matthews MEDIA ENQUIRIES: CITIGATE DEWE ROGERSON 020 7638 9571 Simon RigbyAnthony Kennaway This announcement and the information contained herein does not constitute anoffer of securities for sale in the United States. Neither this announcementnor any copy of it may be taken or distributed into the United States ordistributed or published, directly or indirectly, in the United States. Anyfailure to comply with this restriction may constitute a violation of USsecurities laws. The securities referred to herein have not been and will notbe registered under the Securities Act, and may not be offered or sold in theUnited States unless they are registered under the Securities Act or pursuant toan available exemption therefrom. No public offering of securities of theCompany is being made in the United States. This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy, subscribe or otherwise acquire the PlacingShares or other shares in the Company in Canada, Japan, Australia or theNetherlands or in any jurisdiction in which such offer or solicitation isunlawful and the information contained herein is not for release, publication ordistribution in whole or in part in or into Canada, Japan, Australia or theNetherlands or in any jurisdiction in which such publication or distribution isunlawful. The Placing Shares are not and will not be offered in The Netherlands other thanto persons who trade or invest in securities in the conduct of their professionor trade (which includes banks, securities intermediaries (including dealers andbrokers), insurance companies, pension funds, other institutional investors andcommercial enterprises which as an ancillary activity regularly invest insecurities), within the meaning of Section 2 of the 1995 Act on the Supervisionof the Securities Trade Exemption Regulation (Vrijstellingsregeling Wet toezichteffectenverkeer 1995). Citigroup Global Markets Limited ("CGML") and Citigroup, which are authorisedand regulated in the United Kingdom by the Financial Services Authority underthe Financial Services and Markets Act 2000, are acting exclusively for ITV inconnection with the Placing and no one else and will not be responsible toanyone other than ITV for providing the protections afforded to clients ofCitigroup and CGML nor for providing advice in relation to the Placing or anyother matter referred to herein. APPENDIX : TERMS AND CONDITIONS THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE NETHERLANDS IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY Eligible Participants in the Bookbuilding Process MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSFALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE "ORDER") OR (II) ARE PERSONSFALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS ETC.") OF THE ORDER OR TO WHOM IT MAY OTHERWISELAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS"RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREINMUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANYINVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILLBE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT IN ITSELFCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. Relevant Persons who choose to participate in the Placing ("Placees" or"Participants") will be deemed to have read and understood this announcement inits entirety and to be participating in the Placing on the terms and conditionscontained herein, and to be providing the representations, warranties,acknowledgements and undertakings, in each case as contained in this Appendix. The distribution of this announcement and the Placing and/or issue of ordinaryshares in the capital of the Company in certain other jurisdictions may berestricted by law. No action has been taken by the Company or Citigroup thatwould permit an offer of such ordinary shares or possession or distribution ofthis announcement or any other offering or publicity material relating to suchordinary shares in any jurisdiction where action for that purpose is required.Persons into whose possession this announcement comes are required by theCompany and Citigroup to inform themselves about and to observe any suchrestrictions. Details of the Placing Agreement and the Placing Shares Citigroup has entered into a placing agreement (the "Placing Agreement") withthe Company, whereby Citigroup has agreed, subject to the conditions set outtherein, to use its reasonable endeavours as agent of the Company to procurePlacees to subscribe for the Placing Shares, failing which it will itselfsubscribe as principal for such shares. The Placing Shares will be issued credited as fully paid and will rank paripassu in all respects with each of the existing issued ordinary shares of 10pence each in the capital of the Company, including the right to receive alldividends and other distributions declared, made or paid in respect of suchordinary shares by reference to a record date after the date of issue of thePlacing Shares. Applications for Listing and Admission to Trading Applications will be made to the UK Listing Authority (the "UKLA") for theadmission of the Placing Shares to the Official List of the UKLA and to theLondon Stock Exchange plc (the "London Stock Exchange") for such shares to beadmitted to trading on the London Stock Exchange's market for listed securities(together "Admission"). It is expected that Admission will take place anddealings in the Placing Shares will commence at 8:00 a.m. on 16 March 2005. Noapplication for listing the Placing Shares has been made anywhere else. Bookbuilding Process Citigroup is conducting an accelerated bookbuild (the "Bookbuilding Process")for participation in the Placing. This Appendix gives details of the terms andconditions of the Bookbuilding Process. In addition, it provides details of howRelevant Persons can participate in the Bookbuilding Process. Commissions maybe required to be paid by Placees in respect of their agreement to subscribe forany Placing Shares. How to Participate in the Bookbuilding Process An institution which is a Relevant Person and which wishes to participate in theBookbuilding Process should communicate its bid by telephone to its usual salescontact at Citigroup. The bid should state the number of Placing Shares (or thetotal monetary amount) which the institution wishes to subscribe for, at eitherthe Placing Price (as defined below) which will be ultimately established byCitigroup or at prices up to a maximum price limit specified in the bid. Ifsuccessful, an allocation will be confirmed orally following the close of theBookbuilding Process, and a conditional contract note will be despatched as soonas possible thereafter. Citigroup's oral confirmation will constitute a legallybinding commitment upon the Relevant Person to subscribe for the number ofPlacing Shares allocated to that Relevant Person at the Placing Price (asdefined below) set out in the Pricing Announcement (as defined below) andotherwise on the terms and conditions set out in this Appendix and in accordancewith the Company's Memorandum and Articles of Association. Citigroup will make afurther announcement following the close of the Bookbuilding Process detailingthe Placing Price at which the Placing Shares are being placed (the "PricingAnnouncement"). Principal Terms of the Bookbuilding Process 1. Citigroup is arranging the Placing as agent for the Company. 2. Participation will only be available to Relevant Persons invited toparticipate by Citigroup and who communicate their wish to participate in theBookbuilding Process to Citigroup in the manner described above and who are ableto participate in accordance with the terms and conditions set out herein.Citigroup is entitled to enter bids as principal in the Bookbuilding Process. 3. The Bookbuilding Process will establish a single price (the "Placing Price")payable by all Placees. The Placing Price will be determined by Citigroupfollowing completion of the Bookbuilding Process. 4. Any bid will be made on the terms and conditions in this Appendix and will belegally binding on the Placees whom, or on behalf of whom, it is made and willnot be capable of variation or revocation after the close of the BookbuildingProcess. The contract created by the acceptance of the bids will be governed byEnglish Law. 5. Citigroup reserves the right not to accept bids or to accept bids in partrather than in whole. The acceptance of bids shall be at Citigroup's absolutediscretion. 6. The Bookbuilding Process will close no later than 4:30 p.m. on 11 March 2005,but may be closed earlier at the sole discretion of Citigroup. Citigroup may, inits sole discretion, accept bids that are received after the BookbuildingProcess has closed. Conditions of the Placing The obligations of Citigroup under the Placing Agreement are conditional on,inter alia: (a) the Placing Agreement becoming unconditional in all respects andnot being terminated in accordance with its terms prior to Admission; (b)Admission taking place by not later than 8:00 am on 16 March 2005 (or by suchlater time as Citigroup in its sole discretion may agree); (c) prior toAdmission, there shall not have occurred any change in the financial condition,or in the earnings, business or operations of the Company and its subsidiaries,taken as a whole, from that set forth in the Company's most recent annual reportor subsequent information releases issued prior to the date hereof that, in thesole judgment of Citigroup, is material and adverse and that makes it, in thesole judgment of Citigroup, impracticable or inadvisable to conduct the Placingin the manner contemplated in the Placing Agreement, this announcement and thePricing Announcement but excluding, without prejudice to any right Citigroup mayhave to terminate the Placing Agreement described below, a change in the generaleconomic, industrial, political or regulatory circumstance which affectsbusinesses similar to that of the Issuer; and (d) a director or companysecretary of the Company confirming to Citigroup immediately prior to Admissionthat each of the conditions in the Placing Agreement (other than the conditionrelating to Admission) has been fulfilled in accordance with its terms; that theCompany has complied with its obligations under the Placing Agreement to theextent that the same fall to be performed prior to Admission; and that none ofthe representations and warranties in the Placing Agreement was untrue,inaccurate or misleading in any respect at the date of the Placing Agreement orhas at any time since that date become untrue, inaccurate or misleading byreference to the facts and circumstances existing since that date. Citigroup, in its sole discretion, reserves the right to waive or to extend thetime and/or date for fulfilment of the conditions in the Placing Agreement. Anysuch extension or waiver will not affect Placees' commitments. Neither Citigroupnor the Company shall have any liability to any Placee (or to any other personwhether acting for or on behalf of a Placee or otherwise) in respect of anydecision Citigroup may make as to whether or not to waive or to extend the timeand/or date for the satisfaction of any condition in the Placing Agreement. If any condition is not satisfied in all respects or (where applicable) waived,in whole or in part, by Citigroup or becomes incapable of being satisfied (andis not so waived) by the required time, the Company shall promptly make a publicannouncement through a Regulatory Information Service to that effect. If (a) any of the conditions above are not satisfied (or, where relevant,waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreementdoes not otherwise become unconditional in all respects, the Placing will lapseand Placees' rights and obligations hereunder shall cease and determine at suchtime and no claim shall be made by Placees in respect thereof. Each Placee participating in the Bookbuilding Process agrees that its rights andobligations hereunder terminate only in the circumstances described above andwill not be capable of rescission or termination by it. Right to Terminate Under the Placing Agreement Citigroup is entitled in its sole discretion to terminate the Placing Agreementby notice given to the Company, at any time prior to the allotment and issue ofand payment for the Placing Shares, if (i) trading in securities generally onthe London Stock Exchange, the New York Stock Exchange or Nasdaq Stock Market issuspended or limited or minimum prices are established on any of such exchanges;(ii) a banking moratorium is declared in London or by the U.S. federal or NewYork State authorities; or (iii) there has occurred any outbreak or escalationof hostilities, declaration by the United Kingdom or the United States of anational emergency or war or other calamity or crisis the effect of which onfinancial markets is such as to make it, in the sole judgment of Citigroup,impractical or inadvisable to proceed with the Placing as contemplated in thePlacing Agreement, this announcement or the Pricing Announcement. Each Placee participating in the Bookbuilding Process agrees with Citigroup thatthe exercise by Citigroup of any right of termination or other right ordiscretion under the Placing Agreement shall be at the absolute discretion ofCitigroup and that Citigroup need make no reference to Placees and shall have noliability to Placees whatsoever in connection therewith. No Prospectus No prospectus or listing particulars has been or will be submitted to beapproved by the UKLA or filed with the Registrar of Companies in England andWales in relation to the Placing Shares and the Placees' commitments will bemade solely on the basis of the information contained in this announcement. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GB0033986497) followingAdmission will take place in uncertificated form against payment within theCREST system subject to certain exceptions. Citigroup reserves the right torequire settlement for and delivery of the Placing Shares to Placees by suchother means as it deems appropriate if delivery or settlement is not possiblewithin the CREST system within the timetable set out in this announcement or ifit would not be consistent with the regulatory requirements in the Placee'sjurisdiction. In such case, payment for the Placing Shares will be made againstdelivery of the Placing Shares to the Placee. Placees will be sent a conditional contract note which shall state the number ofPlacing Shares acquired by such Placee at the Placing Price. It is expected thatthese conditional contract notes will be despatched on 11 March 2005. It isexpected that settlement will occur on 16 March 2005, on a T+3 basis, inaccordance with the instructions set out in the conditional contract note. Interest is chargeable and will accrue daily on all amounts due from the Placeesto the extent that value is received after the due date at the rate of 2percentage points above prevailing LIBOR. In the event that a Placee does not comply with its settlement obligations,Citigroup may (as agent for such Placee) sell the Placing Shares allocated tosuch Placee and retain the sale proceeds (net of any expenses of sale inrelation to such Placing Shares). Such Placee will, however, remain liable forany shortfall between the net proceeds of such sale and the Placing Price inrespect of such Placing Shares and may be required to bear any stamp duty orstamp duty reserve tax (together with any interest or penalties) which may ariseupon the sale of its Placing Shares by Citigroup on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent, eachPlacee opting to have its Placing Shares so delivered should ensure that theconditional contract note is copied and delivered immediately to the relevantperson within that organisation. Insofar as Placing Shares are registered in the Placee's name or that of suchPlacee's nominee or in the name of any person for whom such Placee iscontracting as agent or that of a nominee for such person, such Placing Shareswill, subject as provided below, be so registered free from any liability to UKstamp duty or stamp duty reserve tax. No Placee will be entitled to receive anyfee or commission in connection with the Placing. Representations and Warranties By participating in the Bookbuilding Process, each Placee (and any person actingon its behalf) will be deemed to: 1. represent and warrant that it has read this announcement in its entirety andacknowledge that its participation in the Placing will be governed by the termsof this Appendix; 2. acknowledge that the content of this announcement is exclusively theresponsibility of the Company and that neither Citigroup nor any of itsaffiliates nor any person acting on its or their behalf has or shall have anyliability for any information, representation or statement contained in thisannouncement or any information previously published in respect of the Companyand will not be liable for any Placee's decision to participate in the Placingbased on any information, representation or statement contained in thisannouncement; 3. acknowledge that neither Citigroup nor any of its affiliates nor any personacting on its or their behalf has or shall have any liability for any publiclyavailable or filed information or representation in relation to the Company,provided that nothing in this paragraph excludes the liability of any person forfraud; 4. represent and warrant that the only information upon which it has relied incommitting itself to subscribe for the Placing Shares is that contained in thisannouncement and any information previously published by the Company through aRegulatory Information Service (as defined in the UKLA's Listing Rules) andconfirm that it has neither received nor relied on any representation, warrantyor statement made by or on behalf of the Company or Citigroup. Each Placeehereby acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in deciding toparticipate in the Placing; 5. acknowledge that no offering document or prospectus has been prepared inconnection with the placing of the Placing Shares in any jurisdiction; 6. represent and warrant that it is, or at the time the Placing Shares aresubscribed for will be, the beneficial owner of such Placing Shares and is not aperson located in the United States of America, its territories or possessions,any state of the United States or the District of Columbia (the "United States")or acting on a non-discretionary basis for a person in the United States, and isacquiring the Placing Shares in an offshore transaction (as defined inRegulation S under the Securities Act); 7. represent and warrant that it is not a resident of Australia, Canada, Japanor the Netherlands and acknowledges that the Placing Shares have not been andwill not be registered nor will a prospectus be cleared in respect of thePlacing Shares under the securities legislation of Australia, Canada, Japan orthe Netherlands and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 8. represent and warrant that it is entitled to subscribe for and/or purchasePlacing Shares under the laws of all relevant jurisdictions which apply to itand that it has fully observed such laws and obtained all such governmental andother guarantees and other consents in either case which may be requiredthereunder and complied with all necessary formalities; 9. represent and warrant that the issue to itself, or the person specified byit for registration as holder, of Placing Shares will not give rise to aliability under any of sections 67 to 72 and 93 to 97 of the Finance Act 1986(depositary receipts and clearance services); 10. if it is in the UK, represent and warrant that it has complied with itsobligations in connection with money laundering under the Proceeds of Crime Act2002, the Anti-Terrorism, Crime and Security Act 2001 (as amended) and the MoneyLaundering Regulations 2003 (the "Regulations") and, if it is making payment onbehalf of a third party, that satisfactory evidence has been obtained andrecorded by it to verify the identity of the third party as required by theRegulations; 11. represent and warrant that it falls within paragraph 3(a) of Schedule 11 tothe Financial Services and Markets Act 2000 ("FSMA"), being a person whoseordinary activities involve it in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of its business, and withinArticle 19 and/or 49 of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2001, as amended, and undertake that it will acquire, hold,manage or dispose of any Placing Shares that are allocated to it for thepurposes of its business; 12. represent and warrant that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofSection 21 of FSMA) relating to the Placing Shares in circumstances in whichSection 21(1) of FSMA does not require approval of the communication by anauthorised person; 13. acknowledge that Citigroup and CGML are not making any recommendations toit or advising it with regard to the suitability of any transaction it may enterinto in connection with the Placing and further acknowledge that for thepurposes of the Placing, it is not and will not be a client of Citigroup andCGML and that Citigroup and CGML do not have duties or responsibilities to itfor providing the protections afforded to their clients or for providing advicein relation to the Placing nor in respect of any representations, warranties,undertakings or indemnities contained in the Placing Agreement; 14. undertake that the person who it specifies for registration as holder ofthe Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, asthe case may be. Neither Citigroup nor the Company will be responsible for anyliability to stamp duty or stamp duty reserve tax resulting from a failure toobserve this requirement. Each Placee and any person acting on behalf of thePlacee agrees to subscribe on the basis that the Placing Shares will be allottedto the CREST stock account of Citigroup who will hold them as nominee on behalfof the Placee until settlement in accordance with its standing settlementinstructions; The acknowledgements, undertakings, representations and warranties referred toabove are given to each of the Company, Citigroup and each of their respectiveaffiliates and are irrevocable. This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or acquire ordinary shares in the Companyreferred to in this announcement in the United States, Canada, Japan, Australiaor the Netherlands or any jurisdiction in which such an offer or solicitation isunlawful. The ordinary shares in the Company referred to in this announcementhave not been and will not be registered under the U.S. Securities Act of 1933,as amended and may not be offered or sold within the United States absentregistration or an exemption from registration. No public offering of theordinary shares in the Company referred to in this announcement is being made inthe United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV