REG - Victoria PLC - Exchange Offer for 2028 notes

VictoriaAnnouncement

22/09/2025 07:00

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RNS Number : 2168A  Victoria PLC  22 September 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

September 22, 2025

 

 

Victoria PLC

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

 

Announcement of Exchange Offer of 2028 Notes

 

 

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws
of England and Wales, announced today that it has commenced a voluntary
exchange offer (the "Exchange Offer") for its €250.0 million aggregate
principal amount of 3¾% Senior Secured Notes due 2028 (of which €166.6
million is outstanding) (the "2028 Notes"). Eligible Holders (as defined
below) may tender their 2028 Notes for newly issued Second Priority Senior
Secured PIK Notes due 2031 of the Company (the "New Notes") at a significant
premium to the current trading price of the 2028 Notes.

 

Exchange Offer

 

Under the Exchange Offer, the New Notes will:

 

·    bear interest at a rate of 12% per annum, and interest will be
paid-in-kind;

·    have a six-year term from the date of completion, maturing in 2031
with a springing maturity ahead of any outstanding 2028 Notes; and

·    be secured by various collateral with a lien, provided that, to the
extent any enforcement of collateral occurs, the New Notes will rank junior to
the super senior facilities and the Company's outstanding 9.875% senior
secured notes due 2029 (the "2029 Notes"), but senior to the Original Notes
(as defined below), including the 2028 Notes, with respect to the distribution
of such proceeds.

 

Key Dates for the Exchange Offer

 

Eligible Holders of 2028 Notes who validly deliver their exchange instructions
at or prior to the Expiration Time (as defined below) and do not validly
revoke them prior to the Withdrawal Deadline (as defined below) will be
eligible to receive €525 per €1,000 of 2028 Notes tendered.

 

 

Eligible Holders of 2028 Notes who validly deliver their exchange instructions
at or prior to the Early Tender Deadline (as defined below) and do not validly
revoke them prior to the Early Tender Deadline will be eligible to receive an
additional €25 per €1,000 of 2028 Notes tendered early participating fee
(the "Early Tender Consideration").

 

The Exchange Offer will expire at 5:00 p.m. (New York time), on October 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 2028 Notes at or before 5:00 p.m. (New York time) on
October 3, 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: September 22, 2025

·    Early Tender Deadline: 5:00 p.m., October 3, 2025

·    Withdrawal Deadline: 5:00 p.m., October 3, 2025

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

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

 

The Exchange Offer is not being offered to holders of the Company's 1% senior
secured notes due 2031 (the "2031 Notes" and, together with the 2028 Notes,
the "Original Notes"). The Company is not offering to exchange any 2029 Notes
or 2031 Notes in connection with this Exchange Offer.

 

The Exchange Offer is subject to customary conditions, including a minimum
exchange condition that not less than 50% of the aggregate principal amount of
the 2028 Notes be validly tendered and not withdrawn (the "Minimum
Condition"), which condition may be waived by the Company in its sole
discretion, subject to applicable law.

 

Additional Information Regarding the Exchange Offer

 

The Company reserves the right to terminate, withdraw, amend, or extend the
Exchange Offer at any time and for any reason, as described in the Exchange
Offer Memorandum.

 

The settlement of the Exchange Offer will be conditioned upon at least 50% of
the aggregate principal amount of the 2028 Notes then outstanding having
validly submitted an exchange instruction (and such instruction not having
been validly withdrawn) at or prior to the Expiration Time and the
satisfaction of certain customary conditions, each of which the Company may
waive, in whole or in part, in its sole and absolute discretion.

 

Participation in the Exchange Offer is limited to holders who, among other
things, 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
exchange and information agent (the "Exchange and Information Agent") in
connection with the Exchange Offer. Copies of the Exchange Offer Memorandum
for Eligible Holders of the 2028 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 Exchange Offer Memorandum for the
detailed terms of the Exchange Offer.

 

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 2028 Notes, the 2029 Notes, the 2031
Notes or the New 2PN 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 Exchange Offer Memorandum constitute an offer
to sell or issue or the solicitation of an offer to buy or subscribe for the
2028 Notes or New 2PN Notes in any jurisdiction. The 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 Exchange Offer is not
being made to holders or beneficial owners of the 2028 Notes in any
jurisdiction in which it is unlawful to make the Exchange Offer.

 

None of the Company, the Trustee, the Exchange and Information Agent or any
other person makes any recommendation as to whether or not holders of the 2028
Notes should participate in the Exchange Offer. Each Eligible Holder must make
its own decision as to whether or not to participate. Holders are advised to
check with any bank, securities broker or other intermediary through which
they hold their 2028 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
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 tender instructions
may be earlier than the relevant deadlines specified in the Exchange Offer
Memorandum.

 

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

 

The making of the Exchange Offer may be restricted by laws and regulations in
some jurisdictions. Persons into whose possession the 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 (Exchange and Information Agent)  +44 20 7704 0880

 Jacek Kusion                                                    victoria@is.kroll.com (mailto:victoria@is.kroll.com)

                                                                 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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