ITV plc - Tender Offer 2024 (XS) - Launch

ITV plc Announces Cash Tender Offer for its €600,000,000 1.375 per cent. Notes due 26 September 2026 - XS2050543839

07 JUNE 2024

Full announcement including disclaimers and offer restrictions available via Lonse

7 June 2024. ITV plc (the Offeror) announces today an invitation to holders of its outstanding €600,000,000 1.375 per cent. Notes due 26 September 2026 (ISIN: XS2050543839) (the Notes) to tender such Notes for purchase by the Offeror for cash (such invitation, the Offer), subject to the satisfaction or waiver of the New Issue Condition (as defined below).

The Offer is being made on the terms and subject to the conditions (including, but not limited to, the New Issue Condition) contained in the tender offer memorandum dated 7 June 2024 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer, and is subject to the offer restrictions set out below, as more fully described in the Tender Offer Memorandum. For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appears below:

Rationale for the Offer

The purpose of the Offer and the proposed issue of the New Notes (as defined below) is to extend the Offeror's debt maturity profile in an efficient manner. Furthermore, the Offer will provide liquidity to those Holders whose Notes are validly tendered and accepted for purchase in the Offer.

The Offeror intends to cancel the Notes purchased by it pursuant to the Offer and such Notes will therefore not be re-issued or re-sold."

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