REG - ITV PLC - Substitution of Rating Agency - 2026 & 2032 Notes

RNS Number : 0607L ITV PLC 06 July 2026  

Date: 6 July 2026

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (EUWA) (UK MAR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

ITV plc

(the Issuer)

announces

the substitution of Moody's with Fitch as a rating agency in respect of its (i) €600,000,000 1.375 per cent. Notes due 26 September 2026 (ISIN: XS2050543839) (the 2026 Notes) and (ii) €500,000,000 4.25 per cent. Notes due 19 June 2032 (ISIN: XS2838391170) (the 2032 Notes and, together with the 2026 Notes, the Notes)

and

a consent solicitation in respect of its 2032 Notes

Following the Issuer's announcement earlier today that it has reached an agreement to sell its media and entertainment business to Sky, a wholly owned subsidiary of Comcast, for a total consideration of up to  £1.6 billion, subject to customary closing adjustments (the Transaction), the Issuer now announces (a) the substitution of Moody's with Fitch (in each case, as defined below) as a relevant rating agency in respect of the Notes; and (b) a consent solicitation in respect of its 2032 Notes.

Rating agency substitution

Each series of the Notes is subject to a coupon step-up provision whereby the applicable interest rate payable by the Issuer in respect of the Notes increases following a public announcement of a decrease in the rating of the Notes to below investment grade. The Issuer may substitute the relevant rating agencies in its sole discretion.

The Issuer hereby announces that, on and from the date hereof, for the purpose of Condition 4.1 (Interest Rate and Interest Payment Dates) of the 2026 Notes and Condition 5.3(C) (Step Up / Step Down Rating Change) of the 2032 Notes, the Issuer has substituted Moody's Investors Service Limited (Moody's) with Fitch Ratings Ltd. (Fitch).

Fitch will also constitute a substitute rating agency on and from the date hereof for the purpose of Condition 6.4(a)(ii) (Redemption at the Option of the Holders following a Change of Control) of the 2026 Notes and Condition 7.4(A)(ii) (Redemption at the option of the Noteholders following a Change of Control) of the 2032 Notes.

As of today's date, the credit rating assigned to the Notes by Fitch is BBB-.

The Notes remain rated by S&P Global Ratings Europe Limited (S&P). As of today's date, the credit rating assigned to the Notes by S&P is BBB-.

Notice will be separately provided to holders of the Notes in accordance with the terms of the relevant Trust Deed (as defined below).

Unless otherwise defined, capitalised terms in this section of this announcement have the meaning given to them: (i) in respect of the 2026 Notes, in the trust deed between the Issuer and HSBC Corporate Trustee Company (UK) Limited (the Trustee) dated 26 September 2019 (the 2026 Trust Deed), and (ii) in respect of the 2032 Notes, in the trust deed between the Issuer and the Trustee dated 28 March 2024 (the 2032 Trust Deed and, together with the 2026 Trust Deed, each a Trust Deed).

Launch of a consent solicitation in respect of the 2032 Notes

Overview

In light of the Transaction, the Issuer also announces an invitation (the Consent Solicitation) to holders of its 2032 Notes to make a limited number of clarificatory changes to the 2032 Trust Deed, including certain amendments to the definitions used in the terms and conditions of the 2032 Notes set out therein (the 2032 Terms and Conditions), to ensure that certain definitions and provisions remain meaningful for holders of the 2032 Notes (Noteholders) following completion of the Transaction (the Proposal).

The Transaction is subject to regulatory approvals and other customary conditions, with completion expected in H2 2027. The Transaction required certain approvals in respect of the Issuer's other financing arrangements, including from lenders of the Issuer's committed facilities, which have been obtained.

The Transaction does not and will not constitute an Event of Default pursuant to the 2032 Terms and Conditions and the Proposed Amendments are not essential or in any way required to be approved in order for the Transaction to proceed.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the consent solicitation memorandum dated 6 July 2026 (the Consent Solicitation Memorandum) prepared by the Issuer. Subject to the restrictions described under "Solicitation and Distribution Restrictions" below, Noteholders may obtain a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a holder of 2032 Notes will be required to provide confirmation as to his or her status. Noteholders are advised to carefully read the Consent Solicitation Memorandum and the form of Supplemental Trust Deed contained therein.

For more information on the commercial rationale for the Transaction, Noteholders are invited to access the presentation titled "Noteholder Proposal" (the Investor Presentation)  which is available to Noteholders as described in the Consent Solicitation Memorandum. Noteholders are advised to review the Investor Presentation carefully before any decision is made with respect to the Consent Solicitation and/or the Extraordinary Resolution. For the avoidance of doubt, the content of websites or URLs referred to in the Investor Presentation does not form part of this announcement.

Unless otherwise defined, capitalised terms in this section of this announcement have the meaning given to them in the Consent Solicitation Memorandum and/or the 2032 Trust Deed.

The Proposal

The Proposal, for approval by an extraordinary resolution of Noteholders (the Extraordinary Resolution) at a meeting (including any adjourned such Meeting) of the Noteholders (the Meeting), includes amendments to:

(i)            the definition of Principal Subsidiary in Condition 10.3 so that the definition remains meaningful following completion of the Transaction;

(ii)           the definition of Permitted Restructuring in Condition 10.3 clarifying that references to named subsidiaries are only relevant for so long as they are members of the corporate group;

(iii)          the requirements set out in Clause 13(p) of the 2032 Trust Deed so that an additional certificate is delivered to the Trustee following the amendment of the definition of Principal Subsidiary and the signatories to each certificate align with the definition of Principal Subsidiary in Condition 10.3; and

(iv)          the requirements set out in Clause 13(q) of the 2032 Trust Deed so that a certificate is delivered to the Trustee upon a Subsidiary becoming or ceasing to be a Principal Subsidiary for any reason (rather than only as a result of acquiring or ceasing to hold a Channel 3 License) and the signatories to each certificate align with Clause 13(p) of the 2032 Trust Deed,

as described more fully in the Consent Solicitation Memorandum.

Consent Fee

Each Noteholder from whom a valid Consent Instruction voting in favour of the Extraordinary Resolution is received by the Tabulation Agent by 4:00 p.m. (London time) on 14 July 2026 (subject to the right of the Issuer to extend, re-open and/or terminate the Consent Solicitation, the Early Bird Deadline) will be eligible to receive payment of an amount equal to 0.10 per cent. of the outstanding principal amount of the 2032 Notes that are the subject of such Consent Instruction (the Consent Fee). If a Noteholder votes against the Extraordinary Resolution, votes after the Early Bird Deadline or makes arrangements to attend the Meeting, such Noteholder will not be eligible to receive the Consent Fee.

Payment of the Consent Fee is conditional on the satisfaction of the Consent Conditions.

The Meeting

Notice convening the Meeting to be held at 11.00 a.m. (London time) on 28 July 2026 via video conference call (the Notice) has been given to Noteholders in accordance with the 2032 Terms and Conditions on the date of the Consent Solicitation Memorandum.

At the Meeting, Noteholders will be invited to consider and, if thought fit, vote in favour to approve the Extraordinary Resolution, with any implementation of such Extraordinary Resolution being subject to:

(a)          the passing of the Extraordinary Resolution; and

(b)          the Issuer not having previously terminated the Consent Solicitation in accordance with the provisions for such termination (as set out in the Consent Solicitation Memorandum),

(the Consent Conditions).

If the Extraordinary Resolution is passed and the Consent Conditions satisfied, the Proposed Amendments to the 2032 Terms and Conditions and the 2032 Trust Deed will be binding on all Noteholders, including those Noteholders who do not vote in respect of, or vote against, the Proposal.

If the Extraordinary Resolution is passed at the Meeting and the Consent Conditions are satisfied, the Issuer will determine when execution and delivery of the Supplemental Trust Deed will take place and release of the announcement confirming the effective date for implementation of the Proposal.

Indicative Timetable for the Consent Solicitation

The times and dates below are indicative only. Accordingly, the actual timetable may differ significantly from the expected timetable set out below.

Event

If the quorum for the initial Meeting is not obtained, the Meeting will be adjourned and the adjourned Meeting held at such time as will be notified to Noteholders in accordance with the 2032 Terms and Conditions and the Meeting Provisions. If the Extraordinary Resolution is passed at such adjourned Meeting, the execution and delivery of the Supplemental Trust Deed and the relevant modifications to the 2032 Terms and Conditions described in the Consent Solicitation Memorandum will take place as soon as reasonably practicable after such adjourned Meeting and insofar as the Consent Conditions are satisfied.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their 2032 Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) validly revoke their instruction to participate in, the Consent Solicitation and/or the Meeting by the deadlines specified above. The deadlines set by any such intermediary and any applicable Clearing System for the submission and (in the limited circumstances in which revocation is permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.

General

Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made by the Issuer by delivery of a notice to the Clearing Systems for communication to Direct Participants and by publication on the Regulatory News Service of the London Stock Exchange. Such announcements may also be made on the Informa IGM Screen Insider service and/or by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tabulation Agent, the contact details for which appear below. Significant delays may be experienced where an announcement, notice or press release is delivered to the relevant Clearing Systems and Noteholders are urged to contact the Tabulation Agent for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact the Solicitation Agents for information using the contact details below.

Copies of the Notice and form of Supplemental Trust Deed will be available at the Meeting and published on the website of the National Storage Mechanism of the FCA.

The Issuer may, at its option and in its sole and absolute discretion, extend, or waive any condition of, the Consent Solicitation or the Proposal at any time and may, if the Consent Conditions in respect of the Consent Solicitation are not satisfied, amend or terminate the Consent Solicitation (subject in each case to applicable law and the Meeting Provisions, and provided that no amendment may be made to the terms of the Extraordinary Resolution).

In accordance with normal practice, the Trustee has not been involved in the formulation of the Consent Solicitation or the Proposal outlined here and in the Consent Solicitation Memorandum or the Extraordinary Resolution and the Trustee expresses no opinion on the merits of the Consent Solicitation, the Proposal or the Extraordinary Resolution, nor do they accept any responsibility for the accuracy, completeness, validity or correctness of this announcement, the Consent Solicitation Memorandum, the Notice or any other document prepared in connection with the Consent Solicitation or omissions therefrom.

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

Questions and requests for assistance in connection with the delivery of Consent Instructions may be directed to the Tabulation Agent:

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Owen Morris

Email: itv@is.kroll.com

Consent Website: https://deals.is.kroll.com/itv

The Issuer has appointed each of Lloyds Bank Corporate Markets plc and NatWest Markets Plc to act as the Solicitation Agents for the Consent Solicitation and the Proposal:

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London EC2N 1HZ

United Kingdom

Telephone: +44 20 7158 1719/1726

Email: LBCMLiabilityManagement@lloydsbanking.com

Attention: Liability Management

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Telephone: +44 20 7678 5222

Email: NWMLiabilityManagement@natwestmarkets.com

Attention: Liability Management

This announcement is released by ITV plc and contains information that may have qualified as inside information for the purposes of Article 7 of UK MAR. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by virtue of the EUWA, this announcement is made by Kyla Mullins (General Counsel and Company Secretary).

Disclaimer

This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Extraordinary Resolution, it is recommended to seek its own financial, legal and investment advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose 2032 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned such Meeting). None of the Issuer, the Solicitation Agents, the Tabulation Agent, the Trustee or the Principal Paying Agent expresses any opinion about the terms of the Consent Solicitation or Extraordinary Resolution or makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at the Meeting.

Solicitation and distribution restrictions

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

Each Noteholder participating in the Consent Solicitation will be required to give certain representations and confirmations. Any Consent Instructions from a Noteholder that is unable to make these representations will not be accepted and such Noteholders will also not be able to attend the Meeting. Each of the Issuer, the Solicitation Agents and the Tabulation Agent reserves the right, in its absolute discretion, but shall be under no obligation, to investigate, in relation to any submission of Consent Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Consent Instruction and/or attendance and voting at the Meeting (including indirect attendance and voting through a proxy or representative) may be rejected.

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