Result of EGM

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	[phone]
Cantor Fitzgerald Europe Rick Thompson, David Foreman (Corporate finance) Richard Redmayne (Corporate broking)	[phone]
MHP Nick Denton                                                       Vicky Watkins	[phone]

 

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