REG - Victoria PLC - Tender Upsize

VictoriaAnnouncement

25/02/2021 07:30

RNS Number : 2698Q
  
Victoria PLC
  
25 February 2021
  
 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
 
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES
 
 
 


VICTORIA PLC
THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE SENIOR SECURED NOTES DUE 2024 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN NUMBER XS2032590007 (COMMON CODE: 203259000)
Victoria PLC (the "Company") announces the upsize of its previously announced offer to purchase for cash its outstanding Senior Secured Notes due 2024 held in the Regulation S global notes bearing ISIN number XS2032590007 (Common Code: 203259000) issued by the Company (the "Tender Offer").
 
25 February 2021 - the Company announces today that, in connection with the Tender Offer announced on 23 February 2021, it is increasing the Target Acceptance Amount from €50,000,000 in aggregate principal amount to €200,000,000 in aggregate principal amount. The terms and conditions of the Tender Offer are further described the tender offer memorandum dated as of 23 February 2021 (the "Tender Offer Memorandum"), as modified by this announcement. Capitalized terms used herein but not otherwise defined are as set forth in the Tender Offer Memorandum.







THE COMPANY
Victoria PLC
Worcester Road
Kidderminster
Worcestershire DY10 1JR
United Kingdom
 




Requests for information in relation to the Tender Offer should be directed to:




THE DEALER MANAGERS




Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
 




Attn: Liability Management Group




Tel: +44 20 7883 8763




Email: liability.management@credit-suisse.com




 
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
 
Attention: Liability Management
Tel: +44 20 7992 6237
Email: LM_EMEA@hsbc.com
 




Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an Electronic Instruction should be directed to the Tender Agent:




THE TENDER AGENT




Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Owen Morris / Jacek Kusion
Tel: +44 (0) 20 7704 0880
E-mail: victoria@lucid-is.com
 



 
 
None of the Company, the Trustee, the Dealer Managers or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.




DISCLAIMER
 
NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States, or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offers are made solely pursuant to the Tender Offer Memorandum dated February 23, 2021.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seeks its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should participate in the Tender Offer.
Any deadlines set by any intermediary will be earlier than the deadlines specified in the Tender Offer  Memorandum.
 
The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons").  This announcement and the Tender Offer Memorandum  is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Company assumes no obligation to update or correct the information contained in this announcement.
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
  END
 
 
MSCFZLLLFLLXBBV