REG - Victoria PLC - Final Results of Majority Consent Solicitation

VictoriaAnnouncement

Thu 07:01

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RNS Number : 2886T  Victoria PLC  31 July 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

July 31, 2025

 

 

Victoria PLC

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

 

Announcement of Final Results of Majority Consent Solicitation

 

 

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws
of England and Wales, announced today the final results of the majority
consent solicitation (the "Majority Consent Solicitation") from holders of the
Existing Notes (as defined below), upon the terms and subject to the
conditions set forth in the consent solicitation statement, dated July 24,
2025 (the "Consent Solicitation Statement") to certain proposed amendments
(the "Majority Amendments") to the indenture dated March 5, 2021 (the
"Existing Indenture") relating to the (i) €500.0 million aggregate principal
amount of 3⅝% 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"). Adoption of the Majority
Amendments to the Existing Notes required the consent of the holders of at
least a majority in aggregate principal amount of the outstanding Existing
Notes, voting together as a single class, which was obtained on July 30, 2025.
The Company has received valid and unrevoked consents representing
approximately 78% of the outstanding principal amount of the Existing 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 Majority
Amendments. The Majority Amendments, among other things, will amend the
Existing Indenture to (i) remove substantially all of the incurrence-based
covenants and the merger covenant from the Existing Indenture, (ii) remove the
events of default relating to cross-acceleration or cross-payment defaults or
judgment defaults from the Existing Indenture, (iii) consent to the Company
instructing the Trustee to enter into, and the Security Agent to acknowledge
such entry into, the Subordination and Turnover Agreement and (iv) make other
conforming changes to the Existing Indenture to reflect the foregoing.
Eligible Holders can no longer revoke validly delivered consents as the
Withdrawal Deadline and the Exipiration Time have passed.

 

The Majority Amendments will only become operative upon the satisfaction of
certain conditions. All present and future noteholders of Existing Notes will
be bound by the Supplemental Indenture, whether or not such noteholder
delivered a consent or participated in the Majority Consent Solicitation.

 

The Majority Consent Solicitation terminated at 5:00 p.m. London time on July
30, 2025 pursuant to the terms set forth in the Consent Solicitation
Statement.

 

This announcement is for information purposes only and does not constitute an
offer to purchase Existing Notes, a solicitation of an offer to sell Existing
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 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.

 

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

 

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
Existing 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 constitute an
offer to sell or issue or the solicitation of an offer to buy or subscribe for
the Existing Notes in any jurisdiction. The Consent Solicitation Statement
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 is not being made to, and no consents are
being solicited from, holders or beneficial owners of the Existing Notes in
any jurisdiction in which it is unlawful to make the Majority Consent
Solicitation 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
Majority Consent Solicitation 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.

 

The communication of the Consent Solicitation Statement 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 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 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 relates is available only to relevant persons and will
be engaged in only with relevant persons.

 

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