9th Nov 2006 15:39
ITV PLC09 November 2006 ITV plc ("ITV") Statement in response to speculation In response to speculation, the Board of ITV confirms that it has very recentlyreceived, from the Board of NTL Inc. ("NTL"), a highly tentative expression ofinterest in holding discussions about a possible combination of NTL with ITV.In the interests of its shareholders, the Board of ITV has indicated itswillingness to listen to any bona fide proposal, but to date no meeting has beenheld nor has any proposal been received. Accordingly, there can be no certaintythat any compelling construct will be forthcoming, still less that any merger ortakeover will result. A further announcement will be made as and when appropriate. 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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends.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