25th Jun 2009 12:26
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
25 June 2009
ITV PLC ANNOUNCES RESULTS OF THE EXCHANGE OFFER TO HOLDERS OF ITS EUR500,000,000 SERIES 2006-2 FIXED RATE NOTES DUE 2011 (the "Existing Notes")
On 10 June 2009, ITV PLC (the "Issuer") announced an invitation to holders of the Existing Notes to offer to exchange (the "Exchange Offer") any or all of such Existing Notes on a nominal for nominal basis for a consideration of approximately 30% cash and 70% new Euro Denominated 9.00 per cent. Notes due 2014 (the "New Notes" and together, "the Combined Consideration"). On 22 June 2009, the Issuer announced an amendment to the terms of the Exchange Offer by way of an increase in the proposed coupon on the New Notes from 9.00 per cent. to 10.00 per cent.
The Exchange Offer was made on the terms and subject to the conditions contained in the exchange offer memorandum dated 10 June 2009 (the "Exchange Offer Memorandum"), as amended pursuant to the announcement dated 22 June 2009, and the Exchange Offer is subject to the offer restrictions described in the Exchange Offer Memorandum. This announcement must be read in conjunction with the Exchange Offer Memorandum.
The Issuer is pleased to announce the results of the Exchange Offer:
|
Nominal amount of Existing Notes outstanding |
Nominal amount of Existing Notes accepted in the Exchange Offer |
|
EUR500,000,000 |
EUR268,387,000 |
All conditions to the Exchange Offer have been met and, pursuant to the announcement of 22 June 2009, ITV (HC) Limited, a wholly-owned subsidiary of the Issuer, will acquire all Existing Notes which were validly offered for exchange in the Exchange Offer, in exchange for (i) the Combined Consideration (as amended pursuant to the announcement dated 22 June 2009), which will comprise EUR80,514,000 in cash and an aggregate nominal amount of EUR187,873,000 of New Notes issued by the Issuer, and (ii) approximately EUR44.38 in cash per EUR1,000 in nominal amount of Existing Notes exchanged, being equal to the Accrued Interest on such Existing Notes.
The Settlement Date for the Exchange Offer is expected to be 30 June 2009 and the ISIN for the New Notes is XS0437125197.
Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum, as applicable.
FOR FURTHER INFORMATION
Requests for information in relation to the Exchange Offer should be directed to:
THE DEALER MANAGER
The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3URUnited Kingdom
For information by telephone: +44 20 7085 8056/6192 Attention: Andrew Burton/Russell Maybury
Email: [email protected]
THE EXCHANGE AGENT
Citibank, N.A., London Branch 14th Floor Citigroup Centre Canada SquareLondon E14 5LBUnited Kingdom
Any questions or requests for assistance or additional copies of the Exchange Offer Memorandum may be directed to the Exchange Agent at the telephone numbers and locations set forth below:
Telephone number: +44 20 7508 3775 Fax: +44 20 3320 2405
Attention: Exchange Team Email: [email protected]
DISCLAIMER
The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum come are required by ITV, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
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