REG - Victoria PLC - Concurrent Consent Solicitations & Exchange Offer

VictoriaAnnouncement

Thu 07:05

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RNS Number : 3983S  Victoria PLC  24 July 2025

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WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF
AN OFFER TO SELL ANY NOTES

 

The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

News Release

July 24, 2025

 

 

Victoria PLC

("Victoria", the "Company", or the "Group")

 

Announcement of Concurrent Consent Solicitations and Exchange Offer

 

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws
of England and Wales, announced today that it has commenced two concurrent
consent solicitations (together, the "Consent Solicitations") from Eligible
Holders (as defined below) of its (i) €500.0 million aggregate principal
amount of 3(5)/(8)% Senior Secured Notes due 2026 (of which €488.9 million
is outstanding) (the "2026 Notes") and (ii) €250.0 million aggregate
principal amount of 3¾% Senior Secured Notes due 2028 (the "2028 Notes" and,
together with the 2026 Notes, the "Existing Notes"), as applicable, to the
indenture dated March 5, 2021 governing the Existing Notes (the "Existing
Indenture").

 

The Consent Solicitations and Exchange Offer (as defined below) are made as
part of an overall refinancing transaction in connection with binding
transaction support agreements (collectively, the "Transaction Support
Agreements") with certain holders of the Existing Notes representing more than
90% of the outstanding principal amount of the 2026 Notes and more than 77% of
the outstanding principal amount of both the 2026 Notes and 2028 Notes
combined (the Transaction Support Agreements, the Consent Solicitations and
the Exchange Offer collectively being the "Transactions").

 

Transaction Support Agreements

 

On July 23, 2025, the Company entered into Transaction Support Agreements with
certain holders of the Existing Notes, pursuant to which the supporting
holders have agreed, subject to the terms and conditions set forth therein, to
(i) deliver consents in favor of the Majority Amendments, (ii) deliver
consents in favor of the 90% Amendments and (iii) exchange all of their 2026
Notes (and in certain cases, their 2028 Notes) for New Notes at prices that
have been negotiated in individual bilateral transactions (which differ from
the terms set forth in the Exchange Offer).

 

Majority Consent Solicitation

 

The Company is soliciting consents (the "Majority Consent Solicitation") from
Eligible Holders of its Existing Notes to certain proposed amendments to the
Existing Notes and Existing Indenture and to the trustee of the Existing
Indenture entering into the Subordination and Turnover Agreement (as defined
below). The proposed amendments would (i) delete substantially all of the
incurrence-based covenants from the Existing Indenture and (ii) allow for
other conforming changes to the Existing Indenture to reflect the foregoing
and the entry into the Subordination and Turnover Agreement (the "Majority
Amendments"). As part of the Majority Consent Solicitation, Eligible Holders
of the Existing Notes are being requested to consent to the the trustee under
the Existing Indenture to enter into a subordination and turnover agreement
(the "Subordination and Turnover Agreement") that will establish the relative
rights and priorities of the holders of the New Notes (as defined below) and
the Existing Notes with respect to right of payments and collateral
enforcement proceeds, such that proceeds are effectively used to: first,
satisfy obligations under the New Notes; second, to satisfy obligations under
certain debt instruments that may be issued or entered into in the future, and
third, to satisfy obligations pro rata under the Existing Notes.

 

The Company is seeking consent from Eligible Holders of both the 2026 Notes
and the 2028 Notes in respect to the Majority Consent Solicitation and
Majority Amendments.

 

The Majority Consent Solicitation will expire at 5:00 p.m. (London time), on
July 30, 2025, unless extended, re-opened, amended or earlier terminated by
the Company.

 

2026 Notes Consent Solicitation

 

Concurrently with the Majority Consent Solicitation, the Company is
simultaneously solicitating consents from Eligible Holders of its 2026 Notes
(the "2026 Notes Consent Solicitation") to approve certain proposed
amendments, which require the consent of holders of at least 90% in aggregate
principal amount of the 2026 Notes (the "90% Amendments"). The 90% Amendments,
include among other things, (i) reducing the interest rate applicable to the
2026 Notes to cash interest of 1.00% per annum and (ii) extending the maturity
date of the 2026 Notes to August 24, 2031. Should the 90% Amendments be
adopted, the Existing Indenture and the 2026 Notes will be amended to this
effect, and the updates will govern all participating and non-participating
holders of the 2026 Notes.

 

In connection with the 2026 Notes Consent Solicitation, Eligible Holders who
validly deliver consents and do not validly revoke them prior to the
expiration of the 2026 Notes Consent Solicitation will also be given the
opportunity to exchange their 2026 Notes at par (plus, subject to certain
conditions, additional fees, as described below) for newly issued Senior
Secured Notes due 2029 of the Company (the "New Notes"). The New Notes will:

 

·    bear interest at a rate of 9.875% per annum, with the Company's
option for the first twelve months being payment-in-kind of 8.875% and 1.000%
cash interest;

·    have a four-year term from the date of completion, maturing in 2029
with a springing maturity ahead of any outstanding 2028 Notes, and

·    be secured by various collateral with a first-priority lien, provided
that, to the extent any enforcement of collateral occurs, the New Notes will
rank junior to the new super senior facilities but senior to all other debt
secured on the collateral with respect to the distribution of such proceeds.

 

Key Dates for the Exchange Offer

 

Eligible Holders of 2026 Notes who validly deliver their consents and exchange
instructions at or prior to 5:00 p.m., New York time, on August 6, 2025 and do
not validly revoke them prior to the Early Tender Deadline (as defined below)
will be eligible to receive a 75bpts early participating fee (the "Early
Tender Consideration"). Eligible Holders will be eligible for an additional
25bpts consent fee (the "Transaction Fee") if their consent and exchange
instruction is received prior to the Expiration Deadline. Both the Early
Tender Consideration and the Transaction Fee will be payable in New Notes.

 

The 2026 Notes Consent Solicitation and Exchange Offer will expire at 5:00
p.m. (New York time), on August 20, 2025, unless extended, re-opened, amended
or earlier terminated by the Company (the "Expiration Time"). Eligible Holders
who validly tender (and do not validly withdraw) their 2026 Notes at or before
5:00 p.m. (New York time) on August 6, 2025 (the "Early Tender Deadline") will
be eligible to receive the Early Tender Consideration.

 

The following is a summary of the key dates and deadlines, with all times
expressed in New York time:

 

·    Launch Date: July 24, 2025

·    Early Tender Deadline: 5:00 p.m., August 6, 2025

·    Withdrawal Deadline: 5:00 p.m., August 6, 2025

·    Expiration Time: 5:00 p.m., August 20, 2025

·    Final settlement: Expected within three business days after
Expiration Time

 

 

The 2026 Notes Consent Solicitation and Exchange Offer is not being offered to
holders of the 2028 Notes. The Company is not seeking consent from noteholders
of 2028 Notes in connection with 2026 Notes Consent Solicitation and the
Company is not offering to exchange any 2028 Notes in connection with this
Exchange Offer.

 

Additional Information Regarding the Consent Solicitations and Exchange Offer

 

The Company reserves the right to terminate, withdraw, amend, or extend the
Consent Solicitations and/or Exchange Offer at any time and for any reason, as
described in the Consent Solicitation Statement (in respect to the Majority
Consent Solicitation) and/or the Consent Solicitation and Exchange Offer
Memorandum (in respect to the 2026 Notes Consent Solicitation and Exchange
Offer), as applicable.

 

Participation in the Transactions is limited to holders who are (i) qualified
institutional buyers" (as that term is defined in Rule 144A under the
Securities Act) transacting in a private transaction in reliance upon an
exemption from the registration requirements of the U.S. Securities Act, or
(ii) holders who are not "U.S. persons" (as that term is defined in Rule 902
under the U.S. Securities Act) that are outside the United States transacting
in an offshore transaction in accordance with Regulation S under the
Securities Act (and if they are resident in any member state of the European
Economic Area ("EEA") or the United Kingdom, they are not "retail investors"
in the EEA or the United Kingdom) (each such Noteholder, an "Eligible
Holder").

 

The Company has retained Kroll Issuer Services Limited in their roles as
tabulation and information agent (the "Information and Tabulation Agent") and
the exchange and tabulation agent (the "Exchange and Tabulation Agent") in
connection with the Transactions. Copies of the (i) Consent Solicitation
Statement for Eligible Holders of the Existing Notes and (ii) Consent
Solicitation and Exchange Offer Memorandum for Eligible Holders of the 2026
Notes, may be obtained from Kroll Issuer Services Limited at
https://deals.is.kroll.com/victoria (https://deals.is.kroll.com/victoria) .

 

Eligible Holders are urged to review the Consent Solicitation Statement and/or
Consent Solicitation and Exchange Offer Memorandum, as applicable, for the
detailed terms of the Transactions.

 

Resignation and Appointment of Trustee and Agents

 

On July 23, 2025, Deutsche Trustee Company Limited as trustee under the
Existing Indenture delivered its notice of resignation to the Company, and
effective on the same date, the Company has appointed GLAS Trust Company LLC
as trustee under the Existing Notes. On July 23, 2025, the current paying
agent, registrar and transfer agent under the Existing Indenture also
delivered notices of resignation to the Company. Following the expiration of a
required 30-day notice period under the Existing Indenture, GLAS Trust Company
LLC will also assume the paying agent, registrar and transfer agent roles
under the Existing Indenture.

 

On July 23, 2025, National Westminster Bank PLC as security agent under the
Existing Indenture also delivered a notice of resignation to the Company.
Following the expiration of a required 30-day notice period under the existing
intercreditor agreement, GLAS Trust Corporation LLC will assume the security
agent role under the Existing Indenture.

 

Further announcements will be made as appropriate.

 

Forward Looking Statements

 

This announcement includes "forward-looking statements". Forward-looking
statements are based on the Company's beliefs and assumptions and on
information currently available to the Company, and include, without
limitation, statements regarding the Company's business, financial condition,
strategy, results of operations, certain of the Company's plans, objectives,
assumptions, expectations, prospects and beliefs and statements regarding
other future events or prospects. Forward-looking statements include all
statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words "believe," "expect," "plan,"
"intend," "seek," "anticipate," "estimate," "predict," "potential," "assume,"
"continue," "may," "will," "should," "could," "shall," "risk" or the negative
of these terms or similar expressions that are predictions of or indicate
future events and future trends. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. You are cautioned that
forward-looking statements are not guarantees of future performance and that
the Company's actual results of operations, financial condition and liquidity
and the development of the industry in which the Company operates may differ
materially from those made in or suggested by the forward-looking statements
contained in this press release. The Company undertakes no obligation, and
does not intend to update these forward-looking statements.

 

Cautionary Statement

 

This announcement and the information contained herein are for information
purposes only and do not constitute a prospectus or an offer to sell, or a
solicitation of an offer to buy or subscribe for, any securities in the United
States of America or in any other jurisdiction.

 

This press release does not constitute or form part of and should not be
construed as (i) a tender or exchange offer for, or an offer to sell, or a
solicitation of an offer to buy, the 2026 Notes, the 2028 Notes or the New
Notes or (ii) an offer of, an invitation to offer, or a solicitation of an
offer to buy, securities for sale in the United States of America or in any
other jurisdiction or an inducement to enter into investment activity. No part
of this press release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or
investment decision whatsoever.

 

Under no circumstances shall the Consent Solicitation Statement and/or Consent
Solicitation and Exchange Offer Memorandum constitute an offer to sell or
issue or the solicitation of an offer to buy or subscribe for the 2026 Notes
or New Notes in any jurisdiction. The Consent Solicitation Statement and/or
Consent Solicitation and Exchange Offer shall not be considered an "offer of
securities to the public," or give rise to or require a prospectus in a EEA
member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded)
or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018.

 

The Consent Solicitation Statement and/or Consent Solicitation and Exchange
Offer are not being made to, and no consents are being solicited from, holders
or beneficial owners of the 2026 Notes in any jurisdiction in which it is
unlawful to make the Consent Solicitations or grant such consents. However,
the Company may, in its sole discretion and in compliance with any applicable
laws, take such actions as it may deem necessary to solicit consents in any
jurisdiction and may extend the Consent Solicitations to, and solicit consents
from, persons in such jurisdiction.

 

None of the Company, the Trustee, the Tabulation and Information Agent or any
other person makes any recommendation as to whether or not holders of the
Existing Notes should deliver consents. Each Eligible Holder must make its own
decision as to whether or not to deliver consents. Holders are advised to
check with any bank, securities broker or other intermediary through which
they hold their Existing Notes when such intermediary would need to receive
instructions from a noteholder in order for such Eligible Holder to
participate in, or to validly revoke their instruction to participate in, the
Consent Solicitations and/or the Exchange Offer by the deadlines specified
above.

 

The deadlines set by any such intermediary and each Clearing System for the
submission and (where permitted) revocation of electronic consent instructions
may be earlier than the relevant deadlines specified in the Consent
Solicitation Statement and/or Consent Solicitation and Exchange Offer
Memorandum.

 

The communication of the Consent Solicitation Statement and/or Consent
Solicitation and Exchange Offer Memorandum and any other documents or
materials relating to the consents is not being made, and such documents
and/or materials have not been approved, by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA"). Accordingly, the Consent Solicitation Statement and/or Consent
Solicitation and Exchange Offer Memorandum is for distribution only to persons
who: (a) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order")); (b) are persons
falling within Article 43 of the Order; (c) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Order; (d) are outside the United Kingdom; or (e) are persons to whom
an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) in connection with the issue or sale of any
securities may otherwise may lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). The Consent Solicitation Statement and/or Consent Solicitation and
Exchange Offer Memorandum is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which the Consent Solicitation Statement and/or
Consent Solicitation and Exchange Offer Memorandum relates is available only
to relevant persons and will be engaged in only with relevant persons.

 

The making of the Consent Solicitations may be restricted by laws and
regulations in some jurisdictions. Persons into whose possession the Consent
Solicitation Statement and/or Consent Solicitation and Exchange Offer
Memorandum comes must inform themselves about and observe these restrictions.

 

This announcement contains inside information within the meaning of Regulation
(EU) No 596/2014 of 16 April 2014 on market abuse.

 

****************

 

For more information contact:

 

 Victoria PLC                                                    www.victoriaplc.com/investors-welcome

                                                               (http://www.victoriaplc.com/investors-welcome)
 Geoff Wilding, Executive Chairman

                                                               Via Walbrook PR
 Philippe Hamers, Chief Executive Officer

 Alec Pratt, Chief Financial Officer

 Singer Capital Markets (Nominated Adviser & Joint Broker)       +44 (0)20 7496 3095

 Rick Thompson, Phil Davies, James Fischer

 Berenberg (Joint Broker)                                        +44 (0)20 3207 7800

 Ben Wright, Harry Nicholas, Tom Ballard

 Walbrook PR (Joint Investor Relations)                          +44 (0)20 7933 8780 or victoria@walbrookpr.com

 Paul McManus, Alice Woodings                                    +44 (0)7980 541 893 / +44 (0)7407 804 654

 Edelman Smithfield (Joint Investor Relations)                   +44 (0)7970 174 252 or

 Alex Simmons                                                    alex.simmons@edelmansmithfield.com

 Kroll Issuer Services Limited (Tabulation and                   +44 20 7704 0880

 Information Agent and Exchange and Tabulation Agent)            victoria@is.kroll.com (mailto:victoria@is.kroll.com)

 Jacek Kusion                                                    https://deals.is.kroll.com/victoria (https://deals.is.kroll.com/victoria)

About Victoria PLC (www.victoriaplc.com (http://www.victoriaplc.com) )

 

Established in 1895 and listed since 1963 and on AIM since 2013 (VCP.L),
Victoria PLC, is an international manufacturer and distributor of innovative
flooring products. The Company, which is headquartered in Worcester, UK,
designs, manufactures and distributes a range of carpet, flooring underlay,
ceramic tiles, LVT (luxury vinyl tile), artificial grass, rugs and flooring
accessories.

 

Victoria has operations in the UK, Spain, Italy, Belgium, the
Netherlands, Germany, Turkey, the USA, and Australia and employs
approximately 5,350 people across more than 30 sites. Victoria is Europe's
largest carpet manufacturer and the second largest in Australia, as well as
the largest manufacturer of underlay in both regions.

 

The Company's strategy is designed to create value for its shareholders and is
focused on consistently increasing earnings and cash flow per share via
acquisitions and sustainable organic growth.

 

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