REG - Victoria PLC - Summary of 2028 notes exchange to reduce debt

VictoriaAnnouncement

22/09/2025 07:02

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RNS Number : 2169A  Victoria PLC  22 September 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 exchange offer for its 2028 Senior Secured Notes to
further extend debt maturity and reduce debt

 

Victoria PLC, (LSE: VCP) the international designer, manufacturer, and
distributor of innovative flooring, is pleased to announce the commencement of
an offer to exchange (the "Voluntary Exchange Offer") its outstanding senior
secured notes due 2028 (the "2028 SSNs") for newly issued 12% second priority
senior secured PIK notes due 2031 (the "New Notes"), pursuant to the terms and
conditions set forth in the exchange offer memorandum.

 

The Voluntary Exchange Offer provides all 2028 SSNs Noteholders with the
opportunity to exchange into New Notes at a significant premium to the current
trading price of the 2028 SSNs. The New Notes also benefit from a
significantly increased covenant and ranking, as well as an increased coupon
compared to the existing 2028 SSNs.

 

The Voluntary Exchange Offer will:

 

-       Reduce the Company's debt by up to €75m

-       Reduce its ongoing cash interest costs by up to €6.2m per
annum

-       Extend the Company's maturity profile and reduce its 2028 SSNs
maturity

 

This will further strengthen the Company's capital structure and improve
near-term cashflow for the benefit of all stakeholders as the Company drives
operational improvements through the trough of the cycle.

 

Management's immediate focus remains on delivering self-help initiatives
outlined at the recent full year results (which once complete are expected to
deliver £70m annual EBITDA improvements vs FY2025), generating cash to
deleverage, and rebuilding the Company's credit rating.

 

A separate announcement containing the technical details of the exchange has
been made, and further announcements will be made in due course outlining the
progress of the exchange.

 

Alec Pratt, CFO said "The exchange provides the Company's 2028 Noteholders
with an attractive opportunity to increase the coupon, covenants and ranking
of their existing notes, whilst strengthening the underlying business's
capital structure, reducing its ongoing cash interest cost and reducing
maturity risk. This additional financial flexibility gives Victoria the
capacity to invest in growth and profitability improvements for the benefit of
all stakeholders. The board remains confident in delivering sustainable
performance and creating long-term value through delivery of our 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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