22nd Mar 2006 18:20
Goldman Sachs International22 March 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 22 MARCH 2006 FUNDS ADVISED BY APAX PARTNERS, THE BLACKSTONE GROUP AND GOLDMAN SACHS CAPITAL PARTNERS STATEMENT IN RESPONSE TO ITV PLC ANNOUNCEMENT Funds advised by or affiliated with Apax Partners, The Blackstone Group and GSCapital Partners V Fund, L.P. (the "Consortium") note ITV's announcement inresponse to press reports regarding a potential investment proposal made by theConsortium. The Consortium has been in discussions with ITV regarding a confidentialproposal involving the investment of a substantial amount of new capital, inexchange for a minority shareholding. This proposal could be structured,subject to the approval of the Board of ITV, in a number of ways, including theConsortium subscribing for new equity in ITV or the Consortium making an offerfor ITV. The Consortium is reviewing its position and a further announcement will be madeif appropriate. Enquiries Goldman Sachs International Simon Dingemans Tel: +44 20 7774 1000 Sebastian Grigg Brunswick James Bradley Tel: +44 20 7404 5959 Fiona Laffan Goldman Sachs International is acting for Apax Partners Worldwide LLP,Blackstone Management Partners V L.L.C. and GS Capital Partners V Fund, L.P. andno one else in connection with the Consortium's proposal to ITV and will not beresponsible to anyone other than Apax Partners Worldwide LLP, BlackstoneManagement Partners V L.L.C. and GS Capital Partners V Fund, L.P. for providingthe protections afforded to clients of Goldman Sachs International, nor forproviding advice in relation to the Consortium's proposal to ITV. Dealing Disclosure Requirements: Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of ITV plc, all "dealings" inany "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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends.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 ITV plc, 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 ITV plc by ITV plc, or by any of their respective "associates",must be disclosed by no later than 12.00 noon (London time) on the Londonbusiness 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV