2 May 2013
NOTICE TO HOLDERS OF ITV PLC
£135,000,000 4.00 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE 2016
convertible into ordinary shares of ITV PLC
ISIN: XS0458521134
NOTICE OF ADJUSTMENT TO THE CONVERSION PRICE
Adjustment Event
On 27 February 2013, ITV plc announced that on 31 May 2013 it would pay a final cash Dividend of 1.80 pence per Ordinary Share and a special cash Dividend of 4.00 pence per share to the Shareholders listed on ITV plc's register of members on the record date of 3 May 2013 (the "Dividends"). Taken together with the interim cash Dividend of 0.80 pence per Ordinary Share, announced on 26 July 2012 (the "Interim Dividend"), this amounts to a total cash Dividend of 6.60 pence per Ordinary Share.
Adjustment of Conversion Price
The Bonds are convertible into such number of Ordinary Shares as results from dividing the principal amount of the Bonds to be converted by the Conversion Price in effect on the relevant Conversion Date (rounded down to the nearest whole number of Ordinary Shares).
Pursuant to Condition 7 of the Bonds, an adjustment is required to be made to the Conversion Price upon the occurrence of certain corporate events set out in Condition 7. As a result of the announcement of the Dividends by ITV plc, an adjustment to the Conversion Price is required to be made to reflect the Dividends in accordance with the formula set out in Condition 7 (b) (iii) of the Bonds. In accordance with the provisions of Condition 7(f), this adjustment also takes account of the Interim Dividend, which at the time it was announced did not give rise to an adjustment due to the adjustment amount being determined to be below the threshold set out in Condition 7(f).
The current Conversion Price is £0.6900.
Notice is hereby given that from and including 1 May 2013, being the Effective Date in respect of the Dividends, the Conversion Price will be adjusted to £0.6524. All other Terms and Conditions of the Bonds remain unchanged.
Conversion Agent
Citibank N.A. London Branch
Effective Date of Conversion Price Adjustment
The adjustment to the Conversion Price will become effective on 1 May 2013.
Defined Terms
All words and terms that are capitalised herein and not otherwise defined herein shall have the same meaning as set out in the Terms and Conditions of the Bonds.
This notice does not constitute an offer of securities of ITV plc.
This notice is given by:
ITV plc
The London Television Centre
Upper Ground
London SE1 9LT
For further information:
ITV plc
Treasury
Charles VanderWelle Director of Treasury Tel: +44 20 7157 6567
Investor Relations
Pippa Foulds Head of Investor Relations Tel: +44 20 7157 6555
