TIDMITV
RNS Number : 6554A
ITV PLC
13 October 2009
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13th October 2009
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW
ITV plc announces convertible offering, retention of SDN and update on current
trading
ITV plc ("ITV" or the "Issuer") is today announcing a number of initiatives to
diversify the company's funding, strengthen its balance sheet and manage its
debt profile over the medium term.
Convertible Bond offering
ITV announces that it intends to make an offering of approximately GBP120
million of senior unsecured convertible bonds due 2016 (the "Bonds"), which will
be convertible into fully paid ordinary shares of ITV (the "Ordinary Shares").
The Bonds will be guaranteed (the "Guarantee") by Carlton Communications Limited
(the "Guarantor"), a wholly-owned subsidiary of ITV.
The Bonds are expected to carry a coupon of between 4.00-4.75% per annum payable
semi-annually in arrear and the conversion price is expected to be set at a
premium of between 32-37% to the volume weighted average price of ITV's Ordinary
Shares from launch to pricing. The Bonds will be issued at 100% of their
principal amount and, unless previously redeemed, converted or purchased and
cancelled, will mature on the seventh anniversary of the issue of the Bonds in
2016. The final terms of the Bonds are expected to be announced today and
closing is expected on or about 9 November 2009.
Neither the Bonds, the Guarantee nor the Ordinary Shares of ITV to be delivered
upon conversion of the Bonds have been or will be registered under the US
Securities Act of 1933, as amended, and, subject to certain exceptions, such
Bonds and Ordinary Shares may not be offered, sold or delivered within the
United States or to US persons. In addition, the Bonds are subject to US tax law
requirements and, subject to certain exceptions, may not be offered, sold or
delivered to United States persons.
Applications will be made for the Convertible Bonds to be admitted to listing on
the Official List of the UK Listing Authority and admitted to trading on the
Professional Securities Market of the London Stock Exchange plc.
ITV intends to use the proceeds of the offering to extend its average debt
maturity, diversify the Company's funding and increase the efficiency of the
balance sheet. The Board restates that it has no current plans for a rights
issue.
Pension fund and SDN
ITV announces that it has entered into preliminary discussions with the Trustees
of the ITV Pension Fund over a partnership arrangement under which SDN would
provide asset backing to the pension scheme. Such a partnership would reduce the
pension deficit on a funding basis, with ITV continuing to consolidate SDN's
revenues and cashflows.
On this basis, the Board believes that retaining SDN offers greater potential
value for shareholders and is therefore no longer planning to dispose of the
business. SDN continues to trade in line with expectations, with full year
revenues expected to exceed GBP40 million.
Current trading
The rate of decline in UK television advertising has continued to ease across
the second half of 2009. ITV Family television advertising revenues are expected
to be down around 3% year on year in October 2009. Current forecasts for
November suggest a similar level of year on year decline. ITV remains on course
to outperform the TV advertising market across the second half and the full
year.
John Cresswell, Chief Operating Officer of ITV, said:
"The actions that we are announcing today continue our work over recent months
to strengthen the balance sheet, improve our debt maturity profile and
proactively manage our pension deficit over the long term."
"With the proceeds of the convertible offering, to date this year we will have
raised over GBP225 million of new borrowing with maturities ranging from 2015 to
2019 and without financial covenants."
"Seeking to deploy SDN as asset backing to the pension scheme will help us
manage our pension risk, whilst continuing to benefit from the strong cashflows
that business delivers. We believe it is the right decision for ITV, maximising
value for shareholders."
"Whilst we are not yet seeing a recovery in UK television advertising, the trend
is improving across the second half and into the fourth quarter. We continue to
outperform the market and are on track to deliver the substantial cost savings
we have set out."
For further information:
+------------------------+---------------------------+---------------------+
| ITV plc | | |
+------------------------+---------------------------+---------------------+
| Investor Relations | | |
+------------------------+---------------------------+---------------------+
| Christy Swords | Director of Investor | Tel: 020 7157 6572 |
| | Relations | |
+------------------------+---------------------------+---------------------+
| Pippa Foulds | Head of Investor | Tel: 020 7157 6555 |
| | Relations | |
+------------------------+---------------------------+---------------------+
| | | |
+------------------------+---------------------------+---------------------+
| Press queries | | Tel: 0207 156 7266 |
+------------------------+---------------------------+---------------------+
| Ruth Settle | Director of Corporate | Tel: 0207 156 7233 |
| | Comms | |
+------------------------+---------------------------+---------------------+
| Louise Evans | Head of Corporate Comms | Tel: 0207 157 3710 |
+------------------------+---------------------------+---------------------+
| | | |
+------------------------+---------------------------+---------------------+
| Tulchan Communications Group | Tel: 020 7353 4200 |
+----------------------------------------------------+---------------------+
| Susanna Voyle | | |
+------------------------+---------------------------+---------------------+
Notes
+-----+------------------------------------------------------------------+
| 1. | A conference call for analysts and investors will take place |
| | from 8.15 am on 13 October 2009; the dial-in number is 0808 238 |
| | 0673 for UK participants and +44 (0) 1452 569 335 for |
| | international participants. The conference ID is 35665177. |
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| | |
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| 2. | ITV Family includes ITV1, ITV2, ITV3, ITV4, CITV, M&M, GMTV, |
| | GMTV2 and associated time-shifted channels. Forecasts for |
| | October and November 2009 are based on current ITV estimates. |
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| | |
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| 3. | Figures presented in this statement are not audited. This |
| | announcement contains certain statements that are or may be |
| | forward-looking with respect to the financial condition, results |
| | or operations and business of ITV. By their nature |
| | forward-looking statements involve risk and uncertainty because |
| | they relate to events and depend on circumstances that will |
| | occur in the future. There are a number of factors that could |
| | cause actual results and developments to differ materially from |
| | those expressed or implied by such forward-looking statements. |
| | These factors include, but are not limited to (i) adverse |
| | changes to the current outlook for the UK television advertising |
| | market, (ii) adverse changes in tax laws or failure to achieve |
| | regulatory relaxation, (iii) the risks associated with the |
| | introduction of new products and services, (iv) pricing, product |
| | and programme initiatives of competitors, including increased |
| | competition for programmes, (v) changes in technology or |
| | consumer demand, (vi) the termination or delay of key contracts |
| | and (vii) fluctuations in exchange rates. |
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| | |
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THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY OF THE BONDS.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF
1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL
SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE
BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD
BE UNLAWFUL. THE BONDS OR OTHER SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE
NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES (AS DEFINED IN REGULATION S) ABSENT REGISTRATION OR EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
BONDS IN THE UNITED STATES. IN ADDITION, THE BONDS ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED AT (I) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"), (II) HIGH NET WORTH ENTITIES, AND OTHER
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE
49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. BY READING THIS ANNOUNCEMENT, THE READER
ACKNOWLEDGES THAT IT IS EITHER (I) OUTSIDE THE UNITED KINGDOM OR (II) A RELEVANT
PERSON.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND
ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC
(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND PURSUANT TO THE
RELEVANT IMPLEMENTING RULES AND REGULATIONS ADOPTED BY EACH RELEVANT MEMBER
STATE. ANY PERSON IN THE EEA OTHER THAN THE UNITED KINGDOM WHO ACQUIRES THE
BONDS IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF BONDS IS MADE WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A "QUALIFIED INVESTOR", (AS
DEFINED ABOVE). ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED
THAT (I) ANY BONDS ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF
OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, OR PERSONS IN THE UK AND
OTHER MEMBER STATES (WHERE EQUIVALENT LEGISLATION EXISTS) FOR WHOM THE INVESTOR
HAS AUTHORITY TO MAKE DECISIONS ON A WHOLLY DISCRETIONARY BASIS AND (II) THE
BONDS HAVE NOT BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO
PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE ISSUER,
THE GUARANTOR OR BY CREDIT SUISSE SECURITIES (EUROPE) LIMITED OR UBS LIMITED
(TOGETHER, THE "JOINT BOOKRUNNERS") OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE
PROSPECTUS DIRECTIVE. THE ISSUER, THE GUARANTOR, THE JOINT BOOKRUNNERS AND ANY
OF THEIR RESPECTIVE AFFILIATES, AND OTHERS, WILL RELY UPON THE TRUTH AND
ACCURACY OF THE FOREGOING REPRESENTATIONS AND AGREEMENTS.
THIS ANNOUNCEMENT IS NOT A SUMMARY OF THE OFFERING AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE OFFERING CIRCULAR TO BE PREPARED IN CONNECTION WITH
THE OFFERING (THE "OFFERING CIRCULAR"). THIS ANNOUNCEMENT DOES NOT PURPORT TO
IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH
AN INVESTMENT IN THE BONDS. EACH INVESTOR SHOULD READ THE OFFERING CIRCULAR FOR
MORE COMPLETE INFORMATION REGARDING THE BONDS BEFORE MAKING AN INVESTMENT
DECISION.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE ISSUER AND NO ONE ELSE IN
CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR
PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS, OR FOR
PROVIDING ADVICE IN RELATION TO THE BONDS.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR
IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE
JOINT BOOKRUNNERS, OR BY ANY OF THEIR AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS
AS TO OR IN RELATION TO THE ACCURACY, COMPLETENESS OR VERIFICATION OF THIS
ANNOUNCEMENT, THE OFFERING CIRCULAR, PUBLICLY AVAILABLE INFORMATION ON THE
ISSUER OR THE GUARANTOR OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE
TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY
EXPRESSLY DISCLAIMED.
IN CONNECTION WITH THE OFFERING, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE
AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO ASSET SWAPS, CREDIT
DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AND/OR THE
UNDERLYING ORDINARY SHARES AT THE SAME TIME AS THE OFFER AND SALE OF THE BONDS
OR IN SECONDARY MARKET TRANSACTIONS. THE JOINT BOOKRUNNERS AND ANY OF THEIR
RESPECTIVE AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR
BUY AND SELL SUCH SECURITIES OR DERIVATIVES OR THE UNDERLYING ORDINARY SHARES.
NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS OTHER THAN AS REQUIRED BY
APPLICABLE LAWS AND DIRECTIVES.
IN CONNECTION WITH THE OFFERING, THE JOINT BOOKRUNNERS AND ANY OF THEIR
RESPECTIVE AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP
BONDS OR THE UNDERLYING ORDINARY SHARES AND IN THAT CAPACITY MAY RETAIN,
PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SECURITIES AND ANY SECURITIES OF THE
ISSUER OR ANY RELATED INVESTMENTS AND MAY OFFER OR SELL SUCH SECURITIES OR OTHER
INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING. THE JOINT
BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR
TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY
OBLIGATION TO DO SO.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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