REG - Victoria PLC - Early Tender Results of 90% Consent Solicitation

VictoriaAnnouncement

08/08/2025 07:02

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RNS Number : 5055U  Victoria PLC  08 August 2025

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION
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

August 8, 2025

 

 

Victoria PLC

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

 

Announcement of Early Tender Results of 90% Consent Solicitation

 

 

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws
of England and Wales, announced today the early tender results of the consent
solicitation (the "90% Consent Solicitation") from Eligible Holders (as
defined below) of the 2026 Notes (as defined below), upon the terms and
subject to the conditions set forth in the consent solicitation and exchange
offer memorandum, dated July 24, 2025 (the "Consent Solicitation and Exchange
Offer Memorandum"), to certain proposed amendments (the "Proposed Amendments")
to the indenture dated March 5, 2021 (the "Existing Indenture") relating to
the €500.0 million aggregate principal amount of its 3⅝% Senior Secured
Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes").
Adoption of the Proposed Amendments to the 2026 Notes required the consent of
the Eligible Holders representing at least 90% in aggregate principal amount
outstanding of the 2026 Notes, which was obtained on August 7, 2025. The
Company has received valid and unrevoked consents representing
approximately 97.3% of the outstanding principal amount of the 2026 Notes.

 

As a result, the Company, the Guarantors and GLAS Trust Company LLC as trustee
(the "Trustee") under the Existing Indenture will execute a supplemental
indenture (the "Supplemental Indenture"), which implements the Proposed
Amendments. The Proposed Amendments, among other things, will amend the
Existing Indenture and the terms of the 2026 Notes such that (i) the interest
rate applicable to the 2026 Notes will be cash interest of 1.00% per annum
with effect as of and from August 31, 2025, (ii) the maturity date of the 2026
Notes shall be extended to August 24, 2031 and (iii) to the extent an Eligible
Holder participates in the Exchange Offer, all accrued and unpaid interest on
such Participating Exchange Offer Holder's 2026 Notes shall be paid in the
form of additional new 9.875% Senior Secured Notes due 2029 (the "New Notes").
Eligible Holders can no longer revoke validly delivered consents as the
Withdrawal Deadline has passed.

 

The Proposed Amendments will only become operative upon the satisfaction of
certain conditions set forth in the Consent Solicitation and Exchange Offer
Memorandum. All present and future noteholders of 2026 Notes will be bound by
the Supplemental Indenture, whether or not such noteholder delivered a consent
or participated in the 90% Consent Solicitation.

 

The Early Tender Deadline expired at 5:00 p.m. New York time on August 6,
2025, pursuant to the terms set forth in the Consent Solicitation and Exchange
Offer Memorandum.

 

Eligible Holders may still continue to submit Consent and Exchange
Instructions to tender their 2026 Notes in the Exchange Offer and to vote in
the Consent Solicitation until the Expiration Time. The Expiration Time will
occur at 5:00 p.m. New York time on August 20, 2025, unless extended,
reopened, amended or earlier terminated pursuant to the terms set forth in the
Consent Solicitation and Exchange Offer Memorandum.

 

Eligible Holders who validly submitted Consent and Exchange Instructions to
tender their 2026 Notes in the Exchange Offer and to vote in the Consent
Solicitation prior to the Early Tender Deadline are eligible to receive (i) an
early tender consideration of €7.50 for each €1,000 principal amount of
2026 Notes validly offered for exchange (and not validly withdrawn) at or
prior to the Early Tender Deadline and accepted for exchange pursuant to the
Exchange Offer (and subject to the required minimum denomination), payable in
the form of additional New Notes (the "Early Tender Consideration") and (ii) a
transaction fee of €2.50 for each €1,000 principal amount of 2026 Notes
validly offered for exchange (and not validly withdrawn) if received prior to
the Expiration Time and accepted for exchange pursuant to the Exchange Offer
(and subject to the required minimum denomination), payable in the form of
additional New Notes (the "Transaction Fee"). Eligible Holders who still
validly submit Consent and Exchange Instructions to tender all 2026 Notes in
the Exchange Offer and to vote in the Consent Solicitation after the Early
Tender Deadline but prior to the Expiration Time will receive the Transaction
Fee.

 

This announcement is for information purposes only and does not constitute an
offer to purchase 2026 Notes, a solicitation of an offer to sell 2026 Notes or
a solicitation of consents of noteholders and shall not be deemed to be an
offer to purchase, a solicitation of an offer to sell or a solicitation of
consents with respect to any securities of the Company or its affiliates. None
of the Company, the Trustee, Kroll Issuer Services Limited, the information
and tabulation agent in connection with the 90% Consent Solicitation (the
"Tabulation and Information Agent"), or any other person makes any
recommendation as to whether or not noteholders should deliver consents. Each
Eligible Holder must make its own decision as to whether or not to deliver
consents or participate in the Exchange Offer.

 

Capitalized terms used but not otherwise defined in this press release have
the meaning given to them in the Consent Solicitation and Exchange Offer
Memorandum.

 

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) an offer to sell or a solicitation of an offer to buy the
2026 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 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 in any jurisdiction. The Consent
Solicitation and Exchange Offer Memorandum 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 and Exchange Offer Memorandum is not being made to,
and no consents or offer to exchange are being solicited from, holders or
beneficial owners of the 2026 Notes in any jurisdiction in which it is
unlawful to make the 90% Consent Solicitation or grant such consents or make
offers to exchange. 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 or make offers to exchange in any jurisdiction
and may extend the 90% Consent Solicitation to, and solicit consents or make
offers to exchange 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 2026
Notes should deliver consents or participate in the exchange. Each Eligible
Holder must make its own decision as to whether or not to deliver consents.

 

The communication of the Consent Solicitation and Exchange Offer Memorandum
and any other documents or materials relating to the Consents or Exchange
Offer 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 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 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 and Exchange Offer Memorandum relates is available only
to relevant persons and will be engaged in only with relevant persons.

 

The making of the 90% Consent Solicitation may be restricted by laws and
regulations in some jurisdictions. Persons into whose possession the 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.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Alec Pratt, Chief Financial Officer.

 

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

 

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)                                              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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