21st Nov 2006 11:55
ITV PLC21 November 2006 ITV plc ("ITV") Rejection of Proposal from NTL Inc. ("NTL") Following the separate statements made on 9th November, 2006, by NTL and ITV,the Board of ITV received from NTL's advisers the detail of NTL's proposal. Insummary this was: * NTL would make an offer for the whole of ITV's issued share capital, to be effected by a Court approved Scheme of Arrangement * for each ITV share, NTL would offer 105p in cash and new NTL shares worth 17p at the close of business on 9th November, 2006. These shares would, in aggregate, constitute about 12.5 per cent. of the enlarged issued share capital of NTL * the number of shares that would comprise the share element of an offer would be fixed, so that the value of the proposal would fluctuate as a result of movement in NTL's share price. For example, at the close of business on 16th November, 2006 (before BSkyB's acquisition of a 17.9 per cent. stake in ITV), NTL's share price had fallen by 9 per cent. since 9th November, so that the share element of the proposal had fallen in value to 15.4p and the total value of the proposal had fallen to 120.4p * there would be no guaranteed cash alternative to the share element of an offer * the proposal was conditional, inter alia, on due diligence; on approval of the ITV Pension Scheme Trustees; and on regulatory clearance The Board of ITV met yesterday to consider this proposal, which had beenthoroughly analysed by ITV's advisers. The Board gave it detailed and carefulconsideration and unanimously decided to reject it, principally for thefollowing reasons: * the Board believes that whereas there is obvious appeal to NTL in gaining control of ITV's substantial and successful business, from ITV's perspective there is little, if any, strategic logic for ITV to combine with NTL * the Board feels unable to recommend to ITV's shareholders that they should take NTL stock as part consideration for their ITV shares * the Board is clear that the proposed offer materially undervalues ITV For these reasons, the Board of ITV cannot recommend the proposal to itsshareholders and has accordingly rejected it. In accordance with the requirements of The Takeover Code, the Board of ITVwishes to make clear that this statement is not being made with the agreement orapproval of NTL. There can be no certainty that an offer will be made nor as tothe terms on which any offer might be made. Responsibility The directors of ITV accept responsibility for the information contained in thisannouncement and, to the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and, where appropriate, doesnot omit anything likely to affect the import of such information. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of NTL or of ITV, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of NTL or ITV, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of NTL or of ITV by NTL or ITV, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Lazard & Co., Limited ("Lazard"), which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting as financialadviser to ITV and no-one else in connection with the matters referred to inthis announcement and will not be responsible to anyone other than ITV forproviding the protections afforded to clients of Lazard nor for providing advicein relation to any matter referred to herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV