REG - Victoria PLC - Refinancing of 2026 Senior Secured Notes

VictoriaAnnouncement

Thu 07:02

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RNS Number : 3978S  Victoria PLC  24 July 2025

This announcement contains inside information for the purposes of Article 7 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 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of MAR

 

Victoria PLC

('Victoria' or the 'Company')

 

Victoria PLC announces the refinancing of its 2026 Senior Secured Notes,
extending maturity to 2029

 

Transaction supported by more than 90% of 2026 SSNs at launch

 

Victoria PLC, (LSE: VCP) the international designer, manufacturer, and
distributor of innovative flooring, is pleased to announce that it has agreed
private exchange transactions (the "Transaction") with more than 90% of its
outstanding €489m 3.625 percent senior secured notes due 2026 (the "2026
SSNs") that extends maturity until August 2029 on attractive terms. This
transaction follows the recent refinancing announcement of its Super Senior
Revolving Credit Facility (collectively the "Refinancing").

 

The Refinancing is an important milestone for the Company and all its
stakeholders. It:

·     Provides additional liquidity, which will increase operational
flexibility to accelerate self-help cost savings

·     Maximises near-term cash flow to invest in growth and margin
improvement initiatives

·     Delivers a strong, long-term solution to the Company's capital
structure, providing confidence for all partners and external stakeholders

·     Does not dilute equity holders

 

Transaction Overview

When completed, the Transaction is expected to exchange the Company's existing
2026 SSNs into new 9.875% First Priority Senior Secured Notes due 2029 (the
'1PNs').

 

Concurrently, the Company intends to launch a series of public consent
solicitations and a public exchange whereby all eligible holders of
outstanding 2026 SSNs will be offered the opportunity to exchange into 1PNs at
par plus fees (payable as new 1PNs). Remaining 2026 SSNs (if any) will have
their maturity extended to 2031, pending the outcome of consent solicitations.
If implemented, this will result in the full 2026 SSN maturity being extended
by no less than four years.

The public consent solicitations and the public exchange will be launched as
soon as practicable to implement the Transaction and will be open for 20 US
business days. Consummation of the Transaction is conditioned on, among other
things, the successful completion of the public consent solicitations and the
closing of the public exchange offer.

 

Transaction Support Agreements

The Company has entered into binding Transaction Support Agreements ("TSA")
with noteholders representing over 90% of its 2026 SSNs (the 'Consenting 2026
SSNs Holders'), and more than 50% of total senior secured notes outstanding
(including for these purposes, both the 2026 SSNs and the €250m 3.75 percent
senior secured notes due 2028).

 

The TSA commits the Consenting 2026 SSNs Holders on customary terms to support
the Transaction and to take actions to support, facilitate, implement,
consummate or otherwise give effect to all or any part of the Transaction as
described in the Transaction Overview section above.

 

In addition, Consenting 2026 SSNs Holders have negotiated individual exchange
prices for the 1PNs, as set out in each individual TSA and subject to the
terms thereunder, and the Company will effect these agreements via a series of
private exchanges upon closing of the public exchange offer.

 

The strong level of commitment by Consenting 2026 SSNs Holders prior to launch
demonstrates continued confidence in Victoria's credit and outlook.

 

 

Geoff Wilding, Executive Chairman, said:

"The refinancing is a great outcome for Victoria, its shareholders and broader
stakeholders. At a time of volatility in capital markets, we have secured
long-term support from bondholders and a new super senior credit facility
provider to improve the Company's debt profile on attractive terms. This
positions Victoria for long-term success, strengthens our liquidity, and gives
us both the time and flexibility to execute our targeted cost-saving
initiatives and strategic growth plans.

 

Alec Pratt, CFO, commented:

"We are pleased with the strong support we've received from our noteholders,
which underscores their confidence in the Company's future. The Refinancing
provides additional liquidity and flexibility for the Company to drive its
self-help initiatives."

 

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 and securities 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.

 

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

 

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.

 

Victoria PLC is advised by Lazard & Co., Ltd in its capacity as
independent financial advisor and Latham & Watkins LLP in its capacity as
legal advisor.

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

                                                               (mailto: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 (mailto:alex.simmons@edelmansmithfield.com)

+44 (0)7970 174 252 or

alex.simmons@edelmansmithfield.com (mailto:alex.simmons@edelmansmithfield.com)

 

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,
rugs, ceramic tiles, LVT (luxury vinyl tile), artificial grass 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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