ITV doesn’t need SEC

It buys out U.S. investors to avoid costly rules

U.K. commercial giant ITV is buying out small U.S. shareholders to avoid the expense of listing with the Securities and Exchange Commission.

Move is a further sign of the backlash among European companies against the burden of new U.S. corporate governance legislation.

Plan will save ITV £4 million ($7.6 million) this year and $5.7 million a year thereafter — money previously spent trying to comply with U.S. regulations.

Company is wholly listed in the U.K. but inherited 682 small shareholders in the U.S. owning a total of 16.5 million shares from Carlton, which merged with Granada to form ITV in February.

Buyout targets U.S. stockholders with fewer than 175,000 shares. Each will receive a dollar cash payment with a 15% premium per share plus a $500 payment.

Reporting obligations to the SEC are suspended if the number of U.S. residents who hold each class of ITV ordinary shares and ITV convertible shares either directly or through another person, falls below 300.

“As a U.K.-listed company, ITV complies fully with the U.K. listing rules and other applicable regulations,” said ITV chairman Peter Burt. “Complying with the additional and different U.S. obligations would be a significant burden in financial terms and on management time and would be of no material benefit to ITV.”

James Tibbitts, director of investor relations, said ITV had talked with the SEC about the hefty costs of the Sarbanes-Oxley corporate governance legislation. But the U.S. watchdog does not expect to consider an amendment to the rules before the middle of 2005.

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