TIDMITV
RNS Number : 6960A
ITV PLC
13 October 2009
?
ITV plc
("ITV" or the "Issuer")
ITV completes GBP 135 million offering of Convertible Bonds due 2016
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, JAPAN, OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW
ITV announces that the terms of its offering (the "Offering") of senior
unsecured guaranteed convertible bonds due 2016 (the "Bonds") have been fixed as
follows:
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| - | the issue size is GBP 135 million; |
+---+--------------------------------------------------------------------+
| - | the conversion price has been set at 70.44 pence per share, which |
| | represents a premium of 40% over the volume weighted average price |
| | of ITV's ordinary shares from launch to pricing; and |
+---+--------------------------------------------------------------------+
| - | the coupon has been set at 4.00% per annum payable semi-annually |
| | in arrear. |
+---+--------------------------------------------------------------------+
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.
Credit Suisse and UBS Investment Bank are acting as Joint Bookrunners and Joint
Lead Managers.
Applications will be made for the 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.
Enquiries:
+---------------------------+---------------------------+---------------------------+
| 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 | | |
+---------------------------+---------------------------+---------------------------+
+---------------------------+---------------------------+---------------------------+
| Credit Suisse | | |
+---------------------------+---------------------------+---------------------------+
| Gillian Sheldon | UK Investment Banking | Tel: 020 7883 7976 |
+---------------------------+---------------------------+---------------------------+
| Stuart Field | UK Investment Banking | Tel: 020 7883 3083 |
+---------------------------+---------------------------+---------------------------+
| Mark Hammarskjold | Strategic Derivatives | Tel: 020 7883 7718 |
| | Group | |
+---------------------------+---------------------------+---------------------------+
| | | |
+---------------------------+---------------------------+---------------------------+
| UBS | | |
+---------------------------+---------------------------+---------------------------+
| Mark Dalton | Global Capital Markets | Tel: 020 7567 0923 |
+---------------------------+---------------------------+---------------------------+
| Hew Glyn-Davies | UK Investment Banking | Tel: 020 7568 2431 |
+---------------------------+---------------------------+---------------------------+
| | | |
+---------------------------+---------------------------+---------------------------+
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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