REG - Victoria PLC - Expiration and Results of 90% Consent Solicitation

VictoriaAnnouncement

21/08/2025 07:00

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RNS Number : 1669W  Victoria PLC  21 August 2025

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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 Regulation (EU)
596/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

News Release

August 21, 2025

 

 

Victoria PLC

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

 

Announcement of Expiration and Results of 90% Consent Solicitation and
Exchange Offer

 

 

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws
of England and Wales, announces the expiration and results of the previously
announced consent solicitation and exchange offer (the "90% Consent
Solicitation and Exchange Offer") from Eligible Holders of the 2026 Notes,
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").

 

The 90% Consent Solicitation and Exchange Offer expired at 5:00 p.m. New York
time on August 20, 2025 (the "Expiration Time"). As of the Expiration Time,
the Company has received (i) valid and unrevoked consents representing more
than 98% of the outstanding principal amount of the 2026 Notes and (ii) an
aggregate of approximately €564.0 million principal amount of Existing Notes
were tendered and accepted in exchange (or agreed bilaterally to be
exchanged), which is expected to result in the issuance of approximately
€612.0 million aggregate principal amount of its 9.875% Senior Secured Notes
due 2029. The settlement of the 90% Consent Solicitation and Exchange Offer is
expected to occur on August 26, 2025.

 

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.

 

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. The 90% Consent Solicitation
and Exchange Offer was made solely pursuant to the Consent Solicitation and
Exchange Offer Memorandum and only to such persons and in such jurisdictions
as permitted under applicable law.

 

This announcement contains inside information within the meaning of the Market
Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018.

 

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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