REG - Victoria PLC - Result of EGM <Origin Href="QuoteRef">VCP.L</Origin>

VictoriaAnnouncement

06/09/2014 14:34

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RNS Number : 8925L
Victoria PLC
09 July 2014 
 
9 July 2014 
 
Victoria PLC 
 
('Victoria' or the 'Company') 
 
Results of General Meeting 
 
Victoria PLC, (LSE: VCP) the international designers, manufacturers and
distributors of floorcoverings, is pleased to announce that all resolutions
were duly passed at the General Meeting held today. 
 
As a result a special dividend of £2.92 per Existing Ordinary Share ("Special
Dividend"), announced on 23 June 2014, will be paid on 25 July 2014 to
shareholders on the register as at 18 July 2014. 
 
Commenting on the General Meeting, Andrew Harrison, Senior Independent
Non-Executive Director of Victoria PLC, said: "The Board is pleased that such
an overwhelming number of shareholders have voted in favour of the resolutions
and look forward to further building the business as well as delivering
additional returns to shareholders in the future." 
 
In February 2013 Victoria's shareholders approved the terms of a contract for
differences which was subsequently entered into by the Company on 19 April
2013 (the "Contract"). The payment of the Special Dividend will entitle Camden
Holdings Limited ("Camden"), the owner of the Contract to terminate the
Contract, which will oblige the Company to make a cash payment pursuant to the
terms of the Contract ("Cash Amount"). Camden is a company owned by The Camden
Trust of which Mr. Wilding, Executive Chairman, is the settlor and a
discretionary beneficiary.  Camden has agreed with the Company that, upon
termination of the Contract, it will, upon exercise of the call option under
the Conditional Option Agreement, re-invest the entire cash amount in
subscribing for New Ordinary Shares. This will result in the issue of
7,087,730 New Ordinary Shares to Camden, which will represent 50.00% of the
enlarged issued share capital of the Company. Camden is considered by the
Panel to be acting in concert with the existing Concert Party (the "Wider
Concert Party"). The issue of the New Ordinary Shares will result in the Wider
Concert Party having an aggregate interest in 8,683,281 Ordinary Shares
representing 61.26% of the Enlarged Issued Share Capital. 
 
Details of the existing Concert Party and the Wider Concert Party together
with their existing shareholdings in the Company and the expected percentage
of the Enlarged Share Capital which they will hold immediately following the
issue of the New Ordinary Shares are set out in the table below. 
 
                       Number of existing Ordinary Shares  Existing Ordinary Shares as % of existing issued share capital  New Ordinary Shares  New Ordinary Shares as a % of the Enlarged Share Capital  Total number of Ordinary Shares following issue of the New Ordinary Shares  Total Ordinary Shares as a % of Enlarged Share Capital  
 Concert Party         1,595,551                           22.51%                                                          -                    -                                                         1,595,551                                                                   11.26                                                   
 Camden                -                                   -                                                               7,087,730            50.00%                                                    7,087,730                                                                   50.00                                                   
 Geoffrey Wilding      -                                   -                                                               -                    -                                                         -                                                                           -                                                       
 Wider Concert Party*  1,595,551                           22.51%                                                          7,087,730            50.00%                                                    8,683,281                                                                   61.26                                                   
 
 
*existing concert party, Geoffrey Wilding and Camden. 
 
The results of the poll on the resolutions are as follows: 
 
                                        
             In Favour  Against         Ordinary 25P Withheld        
 Resolution  Vote       %        Items  Votes                  %     Items    Votes  Items  
 1           4,993,246  99.76    88     11,857                 0.24  6        1,000  1      
 2           3,613,230  99.70    70     10,857                 0.30  5        1,000  1      
 3           4,999,221  99.89    90     5,745                  0.11  2        1,137  3      
 4           5,006,403  99.96    95     2,000                  0.04  1        1,000  1      
 5           4,994,131  99.67    87     10,745                 0.21  4        1,227  4      
                                                                                                  
 
 
Full details of the resolutions passed, together with the related background
and explanatory notes, are set out in the Circular which is available on the
Company's website at www.victoriaplc.com. All definitions contained in this
announcement have the same meaning as those defined in the Circular. 
 
For more information contact: 
 
 Victoria PLC Geoff Wilding                                                                                    +44 (0) 15 6274 9300  
 Cantor Fitzgerald EuropeRick Thompson, David Foreman (Corporate finance)Richard Redmayne (Corporate broking)  +44 (0) 20 7894 7000  
 MHPNick Denton                                                       Vicky Watkins                            +44 (0) 20 3128 8100  
 
 
This information is provided by RNS
The company news service from the London Stock Exchange