Final Results of Majority Consent Solicitation
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 Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
News Release
July 31, 2025
Victoria PLC
("Victoria", the "Company", or the "Group")
Announcement of Final Results of Majority Consent Solicitation
Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today the final results of the majority consent solicitation (the "Majority Consent Solicitation") from holders of the Existing Notes (as defined below), upon the terms and subject to the conditions set forth in the consent solicitation statement, dated July 24, 2025 (the "Consent Solicitation Statement") to certain proposed amendments (the "Majority Amendments") to the indenture dated March 5, 2021 (the "Existing Indenture") relating to the (i) €500.0 million aggregate principal amount of 3⅝% Senior Secured Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes") and (ii) €250.0 million aggregate principal amount of 3¾% Senior Secured Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Existing Notes"). Adoption of the Majority Amendments to the Existing Notes required the consent of the holders of at least a majority in aggregate principal amount of the outstanding Existing Notes, voting together as a single class, which was obtained on July 30, 2025. The Company has received valid and unrevoked consents representing approximately 78% of the outstanding principal amount of the Existing Notes.
As a result, the Company, the Guarantors and GLAS Trust Company LLC as trustee (the "Trustee") under the Existing Indenture will execute a supplemental indenture (the "Supplemental Indenture"), which implements the Majority Amendments. The Majority Amendments, among other things, will amend the Existing Indenture to (i) remove substantially all of the incurrence-based covenants and the merger covenant from the Existing Indenture, (ii) remove the events of default relating to cross-acceleration or cross-payment defaults or judgment defaults from the Existing Indenture, (iii) consent to the Company instructing the Trustee to enter into, and the Security Agent to acknowledge such entry into, the Subordination and Turnover Agreement and (iv) make other conforming changes to the Existing Indenture to reflect the foregoing. Eligible Holders can no longer revoke validly delivered consents as the Withdrawal Deadline and the Exipiration Time have passed.
The Majority Amendments will only become operative upon the satisfaction of certain conditions. All present and future noteholders of Existing Notes will be bound by the Supplemental Indenture, whether or not such noteholder delivered a consent or participated in the Majority Consent Solicitation.
The Majority Consent Solicitation terminated at 5:00 p.m. London time on July 30, 2025 pursuant to the terms set forth in the Consent Solicitation Statement.
This announcement is for information purposes only and does not constitute an offer to purchase Existing Notes, a solicitation of an offer to sell Existing Notes or a solicitation of consents of noteholders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Company or its affiliates. None of the Company, the Trustee, Kroll Issuer Services Limited, the information and tabulation agent in connection with the Solicitation (the "Tabulation and Information Agent"), or any other person makes any recommendation as to whether or not noteholders should deliver consents. Each Eligible Holder must make its own decision as to whether or not to deliver consents.
Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement.
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.
This press release does not constitute or form part of and should not be construed as (i) an offer to sell or a solicitation of an offer to buy the Existing Notes 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.
Under no circumstances shall the Consent Solicitation Statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Existing Notes in any jurisdiction. The Consent Solicitation Statement shall not be considered an "offer of securities to the public," or give rise to or require a prospectus in a EEA member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
The Consent Solicitation Statement is not being made to, and no consents are being solicited from, holders or beneficial owners of the Existing Notes in any jurisdiction in which it is unlawful to make the Majority Consent Solicitation or grant such consents. However, the Company may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the Majority Consent Solicitation to, and solicit consents from, persons in such jurisdiction.
None of the Company, the Trustee, the Tabulation and Information Agent or any other person makes any recommendation as to whether or not holders of the Existing Notes should deliver consents. Each Eligible Holder must make its own decision as to whether or not to deliver consents.
The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the Consent Solicitation Statement is for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons.
The making of the Majority Consent Solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.
This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.
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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