Expiration and Results of 90% Consent Solicitation
Summary by AI BETAClose X
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
News Release
August 21, 2025
Victoria PLC
("Victoria", the "Company", or the "Group")
Announcement of Expiration and Results of 90% Consent Solicitation and Exchange Offer
Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announces the expiration and results of the previously announced consent solicitation and exchange offer (the "90% Consent Solicitation and Exchange Offer") from Eligible Holders of the 2026 Notes, upon the terms and subject to the conditions set forth in the consent solicitation and exchange offer memorandum, dated July 24, 2025 (the "Consent Solicitation and Exchange Offer Memorandum"), to certain proposed amendments (the "Proposed Amendments") to the indenture dated March 5, 2021 (the "Existing Indenture") relating to the €500.0 million aggregate principal amount of its 3⅝% Senior Secured Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes").
The 90% Consent Solicitation and Exchange Offer expired at 5:00 p.m. New York time on August 20, 2025 (the "Expiration Time"). As of the Expiration Time, the Company has received (i) valid and unrevoked consents representing more than 98% of the outstanding principal amount of the 2026 Notes and (ii) an aggregate of approximately €564.0 million principal amount of Existing Notes were tendered and accepted in exchange (or agreed bilaterally to be exchanged), which is expected to result in the issuance of approximately €612.0 million aggregate principal amount of its 9.875% Senior Secured Notes due 2029. The settlement of the 90% Consent Solicitation and Exchange Offer is expected to occur on August 26, 2025.
Eligible Holders can no longer revoke validly delivered consents as the Withdrawal Deadline has passed.
The Proposed Amendments will only become operative upon the satisfaction of certain conditions set forth in the Consent Solicitation and Exchange Offer Memorandum.
Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation and Exchange Offer Memorandum.
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.
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. The 90% Consent Solicitation and Exchange Offer was made solely pursuant to the Consent Solicitation and Exchange Offer Memorandum and only to such persons and in such jurisdictions as permitted under applicable law.
This announcement contains inside information within the meaning 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.
The person responsible for arranging the release of this announcement on behalf of the Company is Alec Pratt, Chief Financial Officer.
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For more information contact:
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Victoria PLC Geoff Wilding, Executive Chairman Philippe Hamers, Chief Executive Officer Alec Pratt, Chief Financial Officer |
www.victoriaplc.com/investors-welcome Via Walbrook PR |
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Singer Capital Markets (Nominated Adviser & Joint Broker) Rick Thompson, Phil Davies, James Fischer |
+44 (0)20 7496 3095
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Berenberg (Joint Broker) Ben Wright, Harry Nicholas, Tom Ballard |
+44 (0)20 3207 7800 |
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Walbrook PR (Joint Investor Relations) Paul McManus, Alice Woodings |
+44 (0)20 7933 8780 or victoria@walbrookpr.com +44 (0)7980 541 893 / +44 (0)7407 804 654 |
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Edelman Smithfield (Joint Investor Relations) Alex Simmons |
+44 (0)7970 174 252 or alex.simmons@edelmansmithfield.com |
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Kroll Issuer Services Limited (Tabulation and Information Agent) Jacek Kusion |
+44 20 7704 0880 https://deals.is.kroll.com/victoria
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About Victoria PLC (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, ceramic tiles, LVT (luxury vinyl tile), artificial grass, rugs 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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