ITV PLC — Capital/Financing Update 2013

May 2, 2013

National Storage Mechanism | Additional information

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RNS Number : 8825D

ITV PLC

02 May 2013

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

This information is provided by RNS

The company news service from the London Stock Exchange

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