13th Jan 2005 15:43
ITV PLC13 January 2005 13 January 2005 ITV plc Reorganisation of share capital and scheme of arrangement Posting of scheme documents ITV plc ("ITV") announces that it is today posting a circular to itsshareholders (the "Scheme Circular"), comprising, among other things, anexplanatory statement in respect of a shareholders' scheme of arrangement andnotice of an extraordinary general meeting, in relation to the proposedreorganisation of its share capital (the "Reorganisation") that was announced on21 December 2004. As previously announced, the purpose of the Reorganisation isto make ITV eligible to suspend certain registration and reporting obligationsto the United States Securities and Exchange Commission that ITV inherited fromCarlton Communications Plc ("Carlton") following the merger of Granada plc andCarlton that formed ITV in early 2004. ITV will continue to fulfil itsregistration and reporting obligations to the UK Listing Authority and theLondon Stock Exchange. ITV will also today post a copy of the Scheme Circularand the related documentation on its website which can be accessed atwww.itvplc.com. 1. Shareholder meetings The shareholder meetings required to approve the Reorganisation, comprisingseparate meetings of scheme ordinary shareholders and scheme convertibleshareholders (each convened by order of the High Court of Justice in England andWales dated 11 January 2005), an extraordinary general meeting, and separatemeetings of ordinary shareholders and convertible shareholders, will take placeon 7 February 2005 at The Elizabeth Windsor Room, Fifth Floor, The QueenElizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE atthe following times: 12.00 p.m. Meeting of scheme ordinary shareholders; 12.10 p.m. Meeting of scheme convertible shareholders (or as soon thereafter as the meeting of scheme ordinary shareholders concludes or is adjourned); 12.20 p.m. Extraordinary general meeting (or as soon thereafter as the meeting of scheme convertible shareholders concludes or is adjourned); 12.30 p.m. Meeting of ordinary shareholders (or as soon thereafter as the extraordinary general meeting concludes or is adjourned); and 12.40 p.m. Meeting of convertible shareholders (or as soon thereafter as the meeting of ordinary shareholders concludes or is adjourned). 2. Notices ITV also today caused the following notices to be published in the UnitedKingdom and International editions of the Financial Times in connection with theReorganisation: "IN THE HIGH COURT OF JUSTICE No. 7836 of 2004CHANCERY DIVISIONCOMPANIES COURT IN THE MATTER OF ITV PLC - and - IN THE MATTER OF THE COMPANIES ACT 1985 NOTICE IS HEREBY GIVEN that, by an Order dated 11 January 2005 made in the abovematter by the High Court of Justice in England and Wales, the Court has directedthat a meeting be convened of Scheme Ordinary Shareholders (as defined in thecircular to shareholders dated 13 January 2005 (the "Circular")) (the "CourtMeeting of Scheme Ordinary Shareholders") for the purpose of considering and, ifthought fit, approving (with or without modification) the scheme of arrangementset out in the Circular (the "Scheme") proposed to be made between ITV plc (the"Company"), Scheme Ordinary Shareholders and Scheme Convertible Shareholders (asdefined in the Circular) under section 425 of the Companies Act 1985 (asamended) (the "Act") and that the Court Meeting of Scheme Ordinary Shareholdersbe held at The Elizabeth Windsor Room, Fifth Floor, The Queen Elizabeth IIConference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on 7 February2005 at 12.00 p.m. (UK time), at which time and place Scheme OrdinaryShareholders are requested to attend. A copy of the Scheme, and a copy of the explanatory statement required to befurnished pursuant to section 426 of the Act, are incorporated in the Circular. Scheme Ordinary Shareholders may vote in person at the Court Meeting of SchemeOrdinary Shareholders or they may appoint another person, whether a SchemeOrdinary Shareholder or not, as their proxy to attend and vote in their stead. Aproxy need not be a member of the Company. A blue form of proxy for use inrespect of the Court Meeting of Scheme Ordinary Shareholders accompanies theCircular. Alternatively, if the Scheme Ordinary Shareholders hold their SchemeOrdinary Shares in uncertificated form (i.e. in CREST), they may appoint a proxyby completing and transmitting a CREST Proxy Instruction in accordance with theprocedures set out in the CREST Manual to Capita Registrars (under CRESTParticipant ID RA10) so that it is received by no later than 12.00 p.m. (UKtime) on 5 February 2005 or, if the Court Meeting of Scheme OrdinaryShareholders is adjourned, the CREST Proxy Instruction should be received by nolater than 48 hours before the time fixed for such adjournment. The return of acompleted blue form of proxy or CREST Proxy Instruction will not prevent aScheme Ordinary Shareholder from attending and voting in person at the CourtMeeting of Scheme Ordinary Shareholders or any adjournment thereof if suchScheme Ordinary Shareholder wishes to attend and is entitled to do so. In the case of joint holders of Scheme Ordinary Shares, the vote of the seniorwho tenders a vote, whether in person or by proxy, will be accepted to theexclusion of the votes of the other joint holder(s), and for this purposeseniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding. It is requested that forms appointing proxies be completed and returned inaccordance with the instructions printed thereon as soon as possible, but in anyevent so as to be received by the Company's Registrars, Capita Registrars, atCorporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent,BR3 4TH, United Kingdom, by no later than 12.00 p.m. (UK time) on 5 February2005 or, if the Court Meeting of Scheme Ordinary Shareholders is adjourned, byno later than 48 hours before the time fixed for such adjournment but, if suchforms are not so lodged, they may be handed to the chairman at the Court Meetingof Scheme Ordinary Shareholders. Entitlement to attend and vote at the meeting, and the number of votes that maybe cast thereat, will be determined by reference to the register of members ofthe Company and/or Written Confirmations (as defined in the Circular) (asappropriate) as at 6.00 p.m. (UK time) on 5 February 2005 or, if the CourtMeeting of Scheme Ordinary Shareholders is adjourned, 48 hours before the timefixed for any such adjournment. By the said Order and Act, the Court has appointed Sir Peter Burt or, failinghim, Mr Charles Allen CBE or, failing him, Mr James Tibbitts to act as chairmanof the Court Meeting of Scheme Ordinary Shareholders and has directed thechairman to report the result of the meeting to the Court. The said Scheme will be subject to the subsequent sanction of the Court. Dated: 13 January 2005 ITV plcThe London Television CentreUpper GroundLondon SE1 9LT" "IN THE HIGH COURT OF JUSTICE No. 7836 of 2004CHANCERY DIVISIONCOMPANIES COURT IN THE MATTER OF ITV PLC - and - IN THE MATTER OF THE COMPANIES ACT 1985 NOTICE IS HEREBY GIVEN that, by an Order dated 11 January 2005 made in the abovematter by the High Court of Justice in England and Wales, the Court has directedthat a meeting be convened of Scheme Convertible Shareholders (as defined in thecircular to shareholders dated 13 January 2005 (the "Circular")) (the "CourtMeeting of Scheme Convertible Shareholders") for the purpose of considering and,if thought fit, approving (with or without modification) the scheme ofarrangement set out in the Circular (the "Scheme") proposed to be made betweenITV plc (the "Company"), Scheme Convertible Shareholders and Scheme OrdinaryShareholders (as defined in the Circular) under section 425 of the Companies Act1985 (as amended) (the "Act") and that the Court Meeting of Scheme ConvertibleShareholders be held at The Elizabeth Windsor Room, Fifth Floor, The QueenElizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on7 February 2005 at 12.10 p.m. (UK time), or as soon thereafter as the CourtMeeting of Scheme Ordinary Shareholders (as defined in the Circular) shall haveconcluded or been adjourned, at which time and place Scheme ConvertibleShareholders are requested to attend. A copy of the Scheme, and a copy of the explanatory statement required to befurnished pursuant to section 426 of the Act, are incorporated in the Circular. Scheme Convertible Shareholders may vote in person at the Court Meeting ofScheme Convertible Shareholders or they may appoint another person, whether aScheme Convertible Shareholder or not, as their proxy to attend and vote intheir stead. A proxy need not be a member of the Company. A green form of proxyfor use in respect of the Court Meeting of Scheme Convertible Shareholdersaccompanies the Circular. Alternatively, if the Scheme Convertible Shareholdershold their Scheme Convertible Shares in uncertificated form (i.e. in CREST),they may appoint a proxy by completing and transmitting a CREST ProxyInstruction in accordance with the procedures set out in the CREST Manual toCapita Registrars (under CREST Participant ID RA10) so that it is received by nolater than 12.00 p.m. (UK time) on 5 February 2005 or, if the Court Meeting ofScheme Convertible Shareholders is adjourned, the CREST Proxy Instruction shouldbe received by no later than 48 hours before the time fixed for suchadjournment. The return of a completed green form of proxy or CREST ProxyInstruction will not prevent a Scheme Convertible Shareholder from attending andvoting in person at the Court Meeting of Scheme Convertible Shareholders or anyadjournment thereof if such Scheme Convertible Shareholder wishes to attend andis entitled to do so. In the case of joint holders of Scheme Convertible Shares, the vote of thesenior who tenders a vote, whether in person or by proxy, will be accepted tothe exclusion of the votes of the other joint holder(s), and for this purposeseniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding. It is requested that forms appointing proxies be completed and returned inaccordance with the instructions printed thereon as soon as possible, but in anyevent so as to be received by the Company's Registrars, Capita Registrars, atCorporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent,BR3 4TH, United Kingdom, by no later than 12.00 p.m. (UK time) on 5 February2005 or, if the Court Meeting of Scheme Convertible Shareholders is adjourned,by no later than 48 hours before the time fixed for such adjournment but, ifsuch forms are not so lodged, they may be handed to the chairman at the CourtMeeting of Scheme Convertible Shareholders. Entitlement to attend and vote at the meeting, and the number of votes that maybe cast thereat, will be determined by reference to the register of members ofthe Company and/or Written Confirmations (as defined in the Circular) (asappropriate) as at 6.00 p.m. (UK time) on 5 February 2005 or, if the CourtMeeting of Scheme Convertible Shareholders is adjourned, 48 hours before thetime fixed for any such adjournment. By the said Order and Act, the Court has appointed Sir Peter Burt or, failinghim, Mr Charles Allen CBE or, failing him, Mr James Tibbitts to act as chairmanof the Court Meeting of Scheme Convertible Shareholders and has directed thechairman to report the result of the meeting to the Court. The said Scheme will be subject to the subsequent sanction of the Court. Dated: 13 January 2005 ITV plcThe London Television CentreUpper GroundLondon SE1 9LT" 3. Shareholder helpline A helpline is available for ITV shareholders with questions relating to theScheme Circular, or any of the related documentation, which may be accessed fromwithin the UK on Freephone 0800 731 2794 or, if calling from the US, toll freeon 1866 839 5480 or, if calling from any other jurisdiction, on +44 20 8639 2157between 9.00 a.m. and 8.00 p.m. (UK time) on any business day. However,shareholders should note that the helpline operators cannot provide financial orlegal advice and are not able to provide advice as to how shareholders shouldexercise their votes, or take any other decisions, in relation to the proposals. ANALYST ENQUIRIES: ITV 020 7620 1620 James Tibbitts CITIGROUP GLOBAL MARKETS 020 7986 4000 Simon GlucksteinEd Matthews MEDIA ENQUIRIES: CITIGATE DEWE ROGERSON 020 7638 9571 Simon RigbyAnthony Kennaway Citigroup Global Markets Limited is acting for ITV and no-one else in connectionwith the Reorganisation and will not be responsible to anyone other than ITV forproviding the protections afforded to clients of Citigroup Global MarketsLimited nor for providing advice in relation to the Reorganisation. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV