ITV announces Tender Offer

12 September 2019 - ITV Announces Tender Offer

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

12 September 2019

ITV plc announces tender offer for its
(i) €600,000,000 2.125 per cent. Notes due 21 September 2022 and
(ii) €500,000,000 2.00 per cent. Notes due 1 December 2023

ITV plc (the Company) announces today separate invitations (together the Offers and each an Offer) to holders of its outstanding (i) €600,000,000 2.125 per cent. Notes due 21 September 2022 (the 2022 Notes) and (ii) €500,000,000 2.00 per cent. Notes due 1 December 2023 (the 2023 Notes and, together with the 2022 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash up to the Maximum Acceptance Amount (as defined below). The Offers are being made subject to satisfaction (or waiver) of the New Financing Condition (as defined below) and on the terms and subject to the conditions contained in the tender offer memorandum dated 12 September 2019 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum.

Summary of the Offers

Notes	ISIN	Outstanding Nominal Amount	Reference Benchmark	Purchase Spread	Maximum Acceptance Amount *
2022 Notes	XS1292425664	€600,000,000	2022 Interpolated Mid-Swap Rate	65 bps	€500,000,000 in aggregate nominal amount of the Notes across both Series combined
2023 Notes	XS1525536840	€500,000,000	2023 Interpolated Mid-Swap Rate	85 bps

*              The Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.

Rationale for the Offers

The purpose of the Offers and the proposed issue of the New Notes (as described below) is to extend the Company's debt maturity profile in an efficient manner. Furthermore, the Offers will provide liquidity to those Noteholders whose Notes are accepted in the Offers. The Company intends to cancel the Notes purchased by it pursuant to the Offers and such Notes will therefore not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Offers will remain outstanding.

Purchase Prices

In respect of each Series, the Company will pay for any Notes of the relevant Series validly tendered and accepted by it for purchase pursuant to the relevant Offer a price (each a Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 per cent. being rounded upwards) to be determined at or around 2.00 p.m. (London time) (the Pricing Time) on 23 September 2019 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, in respect of the relevant Series, the Purchase Yield) of:

(a)           the relevant Purchase Spread (expressed in basis points) specified in the table above; and

(b)           the applicable Reference Benchmark.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the relevant Notes accepted for purchase pursuant to the relevant Offer, and is intended to reflect a yield to 22 June 2022 (in the case of the 2022 Notes) or 2 September 2023 (in the case of the 2023 Notes) on the Settlement Date equal to the relevant Purchase Yield. Specifically, the Purchase Price applicable to a Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including 22 June 2022 (in the case of the 2022 Notes) or 2 September 2023 (in the case of the 2023 Notes) (in each case assuming all outstanding Notes of such Series are redeemed at their principal amount on such date), discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest for such Series, all calculated in accordance with the formula set out in the Tender Offer Memorandum.

The Reference Benchmark applicable to the relevant Series will be calculated by the Dealer Managers at the Pricing Time on the Pricing Date, by means of linear interpolation of (i) in the case of the 2022 Notes, the 2 Year Euro Mid-Swap Rate and the 3 Year Euro Mid-Swap Rate to 22 June 2022 and (ii) in the case of the 2023 Notes, the 3 Year Euro Mid-Swap Rate and the 4 Year Euro Mid-Swap Rate to 2 September 2023 as described in the Tender Offer Memorandum.

Accrued Interest

The Company will also pay, in relation to each Series, accrued and unpaid interest (Accrued Interest) from (and including) the immediately preceding interest payment date for such Series to (but excluding) the Settlement Date in respect of Notes of such Series accepted for purchase by the Company pursuant to the relevant Offer.

New Financing Condition

The Company also announced today that it intends to issue a new series of euro-denominated fixed rate notes (the New Notes), subject to market conditions. 

Whether the Company will purchase any Notes validly tendered in the Offers is conditional, without limitation, on the successful completion (in the sole determination of the Company) of the offering of the New Notes (the New Financing Condition) (or, in the sole determination of the Company, the waiver of such condition).

Even if the New Financing Condition is satisfied (or waived), the Company is under no obligation to accept for purchase any Notes validly tendered pursuant to the Offers. The acceptance by the Company of Notes validly tendered pursuant to the Offers is at the sole discretion of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the prospectus (the Prospectus) to be prepared by the Company in connection with the issue and the listing of the New Notes and no reliance is to be placed on any representations other than those contained in the Prospectus.

Advertisement. The Prospectus, when published, will be available on the website of the London Stock Exchange plc

The New Notes are not being, and will not be, offered or sold in the United States.  Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.  Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act).

The target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II) and all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No. 1286/2014 (the PRIIPs Regulation) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Priority Allocation of the New Notes

The Company will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Notes pursuant to the relevant Offer, and, if so, the aggregate nominal amount of Notes tendered or intended to be tendered by such investor. When considering allocations of the New Notes, the Company intends to give preference to those investors who, prior to such allocation, have tendered, or indicated their intention to tender, Notes. Any such preference will be applicable up to the aggregate nominal amount of Notes tendered or firmly indicated to be tendered pursuant to the relevant Offer. However, the Company is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to tender the Notes pursuant to the relevant Offer. Any allocation of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures.

In the event that a Noteholder validly tenders Notes pursuant to the relevant Offer, such Notes will remain subject to such tender and the conditions of the relevant Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

The minimum denomination of the New Notes will be €100,000. Accordingly, in order for any priority in the allocation of New Notes to be effective, a Noteholder will need to have a minimum of €100,000 in aggregate nominal amount of Notes accepted for purchase by the Company pursuant to the relevant Offer.

To request priority in the allocation of the New Notes, a Noteholder should contact a Dealer Manager in its capacity as joint bookrunner for the New Notes as soon as possible using the contact details on the last page of the Tender Offer Memorandum. The application to receive priority in the allocation of New Notes does not constitute an offer or acceptance by any Noteholder to purchase, or an offer by the Company to sell, New Notes. It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase New Notes before requesting priority in the allocation of the New Notes.

See further "New Financing Condition" above.

Maximum Acceptance Amount and Scaling

If the Company decides, in its sole and absolute discretion, to accept valid tenders of Notes pursuant to the Offers, it will accept for purchase an aggregate nominal amount of Notes no greater than €500,000,000, although the Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease such amount (such amount as the same may be increased or decreased, the Maximum Acceptance Amount).  The Company will determine the allocation of the nominal amount accepted for purchase pursuant to the Offers between the 2022 Notes and the 2023 Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series. For the avoidance of doubt, the Company reserves the right to accept, in its sole and absolute discretion, only the 2022 Notes or only the 2023 Notes.

If the Company decides to accept any Notes of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase (in respect of such Series, the Series Acceptance Amount), the Company intends to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) Notes of such Series for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the relevant Series Acceptance Amount, as further described in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 20 September 2019 (the Expiration Deadline) unless extended, reopened, withdrawn or terminated at the sole and absolute discretion of the Company.

Tender Instructions will be irrevocable except in the limited circumstances described in "Amendment and Termination".

Tender Instructions must be submitted in respect of a nominal amount of Notes of a Series of no less than €100,000, being the minimum denomination of each Series, and may, in each case, be submitted in integral multiples of €1,000 above €100,000. A separate Tender Instruction must be completed on behalf of each beneficial owner and, if a beneficial owner has a holding of more than one Series, in respect of each such Series.

Indicative Timetable for the Offers

Events	Times and Dates (All times are London time)
Commencement of the Offers Offers are announced by way of RNS, through the Clearing Systems and on the relevant Notifying News Service. Tender Offer Memorandum available from the Tender Agent.	12 September 2019
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.	4.00 p.m. on 20 September 2019
Announcement of Indicative Results of Offers
Announcement by the Company of a non-binding indication of whether it intends to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to either or both of the Offers and, if so, in relation to each Series, the aggregate nominal amount of Notes validly tendered pursuant to the relevant Offer, the indicative Series Acceptance Amount and any indicative Pro-Ration Factor.	At or around 12.00 noon on 23 September 2019
Pricing Date and Pricing Time
Determination of the Reference Benchmark, the Purchase Yield and the Purchase Price in relation to each Series.	At or around 2.00 p.m. on 23 September 2019
Announcement of Results of Offers Announcement of the Company's decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes for purchase pursuant to either or both of the Offers and, if so, (i) each Series Acceptance Amount, (ii) any Pro-Ration Factor in relation to each Series, (iii) the Reference Benchmark, the Purchase Yield and the Purchase Price in relation to each Series, and (iv) the nominal amount of each Series that will remain outstanding after the Settlement Date.	As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement Date Subject to the satisfaction (or waiver) of the New Financing Condition, expected Settlement Date for the Offers. Payment of the relevant Purchase Price and Accrued Interest in respect of Notes purchased pursuant to the Offers.	27 September 2019

The above times and dates are subject to the right of the Company to extend, re-open, amend, and/or terminate any Offer (subject to applicable law and as provided in the Tender Offer Memorandum).  Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, any Offer before the deadlines specified in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. 

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements relating to the Offers.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.

DEALER MANAGERS
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone: +44 20 7986 8969 Attention: Liability Management Group Email: [email protected]	Credit Suisse Securities (Europe) Limited One Cabot Square Canary Wharf London E14 4QJ Telephone: +44 20 7883 8763 Attention: Liability Management Group Email: [email protected]

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

TENDER AGENT

Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone: +44 20 7508 3867 Attention: Exchange Team Email: [email protected]

This announcement is released by ITV plc and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Kyla Mullins, General Counsel and Company Secretary at ITV plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers.  If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the relevant Offer. None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, officers, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.

Offer and Distribution Restrictions

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require either Offer to be made by a licensed broker or dealer and either Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities. The minimum denomination of the New Notes will be €100,000.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  Notes may not be tendered in any Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to any Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person.  Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.  The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Notes participating in an Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to any Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of Notes that are resident and/or located in the Republic of Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (FSMA).  Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Company, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in any Offer.  Neither this announcement nor the Tender Offer Memorandum has been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

 

 

For general enquiries please contact:

 

Investor Relations

Pippa Foulds                         +44 7778 031097

 

Faye Dipnarine                    +44 207 157 6581