Refi Update - Consent Solicitation Launch
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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
News Release
2 November 2026
Victoria PLC
("Victoria", the "Company", or the "Group")
Comprehensive Refinancing Update: Launch of Consent Solicitation
€166,616,000 in aggregate principal amount outstanding 3¾% Senior Secured Notes due 2028
(Common Code: 231594582, ISIN: XS2315945829) (the "2028 Notes")
Further to recent announcements regarding its proposed comprehensive refinancing (the "Refinancing Transaction"), Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today that it has launched a consent solicitation (the "Consent Solicitation") for the formal consents (the "Consents") from Eligible Holders (as defined below) of the 2028 Notes required in connection with the implementation of the Refinancing Transaction.
As more fully described in the Consent Solicitation Statement (as defined below), the Consent Solicitation is part of the wider Refinancing Transaction contemplated by a binding transaction support agreement originally dated 8 July 2026 (as amended or supplemented from time to time), entered into by, inter alios, Victoria, KED Victoria Holdings, LLC ("KED Victoria"), Wood River Capital, LLC ("Wood River" and, together with KED Victoria, "Koch") and holders representing approximately 2/3rds of its outstanding 2028 Notes (the "Transaction Support Agreement"). On 23 July 2026, it was announced that holders representing over 90% of the aggregate principal amount of the 2028 Notes had acceded to the Transaction Support Agreement and, as of the date hereof, holders holding in excess of 92% of the aggregate principal amount of the outstanding 2028 Notes have entered into or acceded to the Transaction Support Agreement and are expected to consent to the Proposed Amendments and Releases (as defined below) by no later than the tenth New York business day following the launch of the Consent Solicitation, being 16 November 2026.
Each holder of 2028 Notes that is party to the Transaction Support Agreement (including by way of accession) is reminded that:
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it must validly deliver its Consent in the Consent Solicitation by no later than 16 November 2026; and |
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consent instructions are to be submitted through the relevant Clearing System in sufficient time to meet the 16 November 2026 deadline, taking into account any earlier deadlines set by its bank, securities broker or other intermediary. |
General Meeting and Court Process
On 17 September 2026, the Company published a circular to shareholders convening a general meeting to approve certain components of the Refinancing Transaction. At the general meeting held on 5 October 2026, all resolutions set out in the notice of general meeting were passed, with 99.99% of the votes cast supporting each resolution. The resolutions approved, among other things, the redesignation of certain A Preferred Shares into ordinary shares, the authority to allot the New Ordinary Shares to Consenting Noteholders and certain ordinary shares to KED Victoria, the cancellation of certain A Preferred Shares and all of the B Preferred Shares held by KED Victoria by way of a capital reduction (subject to confirmation by the High Court), the disapplication of pre-emption rights and the adoption of new articles of association.
Following the general meeting, the Company filed its application to the High Court of Justice of England and Wales to confirm the capital reduction on 6 October 2026 (case reference CR-2026-004819). The directions hearing took place on 12 October 2026, and the final hearing to confirm the capital reduction is currently listed for 1 December 2026. The capital reduction will become effective upon registration of the High Court's order and the Company's statement of capital by the Registrar of Companies. The Notes Transaction and the Equity Transaction (each as described in the Consent Solicitation Statement) are inter-conditional and will complete substantially simultaneously, such that neither the Notes Transaction nor the Equity Transaction will be implemented or become effective unless both are implemented and become effective in full and substantially simultaneously. If the High Court does not confirm the capital reduction, the Refinancing Transaction will not be implemented, even if the Requisite Consents (as defined below) have been obtained.
Key Terms of the Equity Transaction with KED Victoria
As part of the Refinancing Transaction, and conditional on completion of the Notes Transaction: (i) 6,664 A Preferred Shares held by KED Victoria will be redesignated into 33,320,000 new ordinary shares; (ii) 77,321 A Preferred Shares will be cancelled by way of the capital reduction, and the capital will be returned to KED Victoria in the form of a contingent value right with a stated value of £270,000,000 (the "CVR"), €20,473,250 in principal amount of 2PNs and 2,146 new ordinary shares; (iii) KED Victoria will retain 50,000 A Preferred Shares (with an aggregate stated value of £50,000,000), with amended rights that include extending the conversion date to 31 December 2031 and reducing the initial dividend rate to 7.5% if paid in cash or 8.0% if paid in kind (at the Company's election); (iv) all 100,000 B Preferred Shares will be cancelled; and (v) KED Victoria will release and waive all accrued and unpaid payment-in-kind dividends on the A Preferred Shares and B Preferred Shares. On completion, KED Victoria (together with Wood River) is expected to hold 24.9% of the Company's fully diluted equity. The CVR will be an unsecured, non-interest-bearing (other than in certain default circumstances) obligation of the Company with no fixed maturity, and its redemption value will be an amount equal to £270,000,000 less (except in the case of a delisting of the Company) the value of the new ordinary shares issued to KED Victoria (or its affiliate) as part of the Refinancing Transaction based on the trailing 90-day VWAP of the ordinary shares plus any accrued default coupon.
The Consent Solicitation
The Consent Solicitation is the next step in implementing the Refinancing Transaction and seeks consent from the Eligible Holders to (i) amend and release the 2028 Notes' obligations under the indenture dated 5 March 2021, as amended, supplemented or waived from time to time providing for the issuance of the 2028 Notes (the "Indenture"), and the terms of the 2028 Notes and the guarantees thereof such that the aggregate principal amount outstanding under the 2028 Notes, including any accrued but unpaid interest thereon, is reduced and written down to zero, and concurrently the 2028 Notes and the guarantees thereof and all liabilities and obligations with respect to the 2028 Notes and the guarantees thereof (including, for the avoidance of doubt, the release of all Liens on the Collateral with respect to the 2028 Notes and the guarantees thereof and the release of any accrued but unpaid interest thereon) are cancelled and released in full, (ii) make any conforming amendments to the Indenture to reflect the foregoing, and (iii) instruct GLAS Trust Company LLC, as trustee for the 2028 Notes under the Indenture (the "Trustee") and GLAS Trust Corporation Limited, as security agent for the 2028 Notes under the Indenture (the "Security Agent") to enter into a deed of release confirming, as applicable, that the aggregate principal amount of the 2028 Notes, including any accrued but unpaid interest thereon, has been reduced and written down to zero and the 2028 Notes and the guarantees thereof, and all liabilities and obligations with respect to the 2028 Notes and the guarantees thereof (including, for the avoidance of doubt, the release of all Liens on the Collateral with respect to the 2028 Notes and the guarantees thereof and the release of any accrued but unpaid interest), have been concurrently cancelled and released in full (collectively, the "Proposed Amendments and Releases"), in each case as set out in the consent solicitation statement dated 2 November 2026 (the "Consent Solicitation Statement"). In addition, by delivering their consents, Consenting Noteholders (as defined below) will authorize, instruct and direct the Trustee, Paying Agent, Transfer Agent and Registrar to enter into the transaction implementation agreement to be entered into between, among others, Victoria, KED Victoria and the Trustee relating to the implementation of the Refinancing Transaction (the "Transaction Implementation Agreement") and all other relevant transaction documents to implement the Refinancing Transaction on their behalf and to take all steps thereunder in connection with the implementation of the Refinancing Transaction. The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Notwithstanding any provision of the Consent Solicitation Statement, upon execution of the Transaction Implementation Agreement and satisfaction or waiver of all conditions precedent set out therein, neither Victoria, the Trustee, nor any other party to the Transaction Implementation Agreement may prevent completion of the Refinancing Transaction from occurring by the time and in the manner set out therein.
In connection with the Consent Solicitation, Eligible Holders who validly deliver consents and do not validly withdraw them prior to the expiration of the Consent Solicitation (the "Consenting Noteholders") will receive in consideration for the Proposed Amendments and Releases, (i) newly issued 12.000% Senior Secured PIK Notes due 2031 of the Company (the "2PNs") at the Issue Ratio (as defined below), (ii) an amount equal to the accrued and unpaid interest on the 2028 Notes held by Consenting Noteholders as at the Expiration Time (as defined below) (the "Record Date") to (but excluding) the date of issuance of the 2PNs, and (iii) new ordinary shares of £0.05 each in the capital of the Company (the "New Ordinary Shares"), representing in aggregate 19% of the Company's fully diluted equity (calculated in accordance with the Transaction Support Agreement), on a pro rata basis by reference to Consenting Noteholders' holdings of 2028 Notes as at the Record Date as against the aggregate of 2028 Notes held by Consenting Noteholders as at the Record Date (plus, subject to certain conditions, additional fees, as described in the Consent Solicitation Statement). In order to receive its entitlement to New Ordinary Shares on the Operative Date (as defined below), each Consenting Noteholder must, prior to the Expiration Time (the "Application Deadline"), validly complete, execute and submit an accession deed to the deed of release entered into in connection with the Refinancing Transaction (except where it is already a party) and accept the equity lock-up restrictions (pursuant to which 75% of the New Ordinary Shares received by each Consenting Noteholder (or its designee, if applicable) will be subject to a lock-up for 180 days following the Operative Date) via the online form available at https://deals.is.kroll.com/victoria. Upon submission, each Consenting Noteholder will receive a unique instruction reference, which must be included in its consent instruction submitted through the relevant Clearing System. Any consent instruction submitted without a valid unique instruction reference will be rejected, and if any documentation submitted via the online form is incomplete, not validly executed or otherwise deficient and is not remedied prior to the Expiration Time, the relevant consent instruction will be deemed invalid and the relevant holder will not receive any of the 2PNs, the New Ordinary Shares or any cash amounts, in each case as more fully described in the Consent Solicitation Statement.
Fees. In addition to the consideration described above, and subject to the conditions set out in the Consent Solicitation Statement: (i) Consenting Noteholders that were original parties to, or validly acceded to, the Transaction Support Agreement by the early bird date of 11:59 p.m. on 22 July 2026 (or that are transferees of early-bird-fee-eligible 2028 Notes), and that remain in full compliance with the Transaction Support Agreement until (and including) the Operative Date, will receive their pro rata share of an early bird fee of £3,000,000 (inclusive of all applicable taxes (if any)), payable in cash (the "Early Bird Fee"); (ii) the members of the steering committee will receive a work fee of £1,500,000 (inclusive of all applicable taxes (if any)), payable in cash; and (iii) a supporting investor will receive a scheme alternative fee of £315,000 (inclusive of all applicable taxes (if any)), as well as £138,750 of the Work Fee payable in cash. The early bird date expired before the launch of the Consent Solicitation. As a result, the Early Bird Fee is now available only to transferees of early-bird-fee-eligible 2028 Notes.
To be eligible for any consideration, a Consenting Noteholder must validly submit its consent instruction before the Expiration Time (as defined below) and must not validly withdraw it.
The 2PNs will:
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be issued at a ratio of €750 of 2PNs per each €1,000 in outstanding principal amount of 2028 Notes held by the Consenting Noteholders as at the Record Date (the "Issue Ratio"); |
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bear interest at a rate of 12.000% per annum and be payable in-kind or in cash in the Company's sole discretion; |
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have a five-year term from their date of issuance, maturing in 2031; |
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be secured by liens over the collateral ranking pari passu with the liens securing the existing super senior credit facilities, the existing 9⅞% First-Priority Senior Secured Notes due 2029 (the "1PNs") and the existing 2031 notes, provided that, to the extent any enforcement of collateral occurs, the 2PNs will receive proceeds only after the existing super senior credit facilities (and certain other super priority obligations) and the 1PNs have been repaid in full, but will rank senior to the existing 2031 notes with respect to the distribution of such proceeds; and |
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pursuant to a subordination and turnover agreement, be contractually subordinated in right and time of payment to the 1PNs and rank senior in right of payment to the existing 2031 notes. |
Adoption of the Proposed Amendments and Releases requires receipt of consents from Eligible Holders representing no less than 90% in principal amount of the 2028 Notes outstanding (the "Requisite Consents"). A consent may be validly withdrawn by an Eligible Holder at any time prior to, but not on or after, the "Withdrawal Deadline", being the earlier of (i) the Expiration Time (as defined below) and (ii) the date and time at which the supplemental indenture has been signed (following receipt of the Requisite Consents), unless extended, reopened, amended or earlier terminated pursuant to the terms set forth in the Consent Solicitation Statement. Victoria expects that, as soon as practicable following the receipt of the Requisite Consents, it will give notice to the Trustee that the Requisite Consents have been received, and Victoria, the Trustee and the other parties thereto, as applicable, will execute a supplemental indenture to amend the Indenture to reflect the Proposed Amendments and Releases. The Proposed Amendments and Releases will become effective once the supplemental indenture is executed, but will only become operative on the date on which the final conditions precedent satisfaction notice is dated, released and delivered to the Trustee in accordance with the Consent Solicitation Statement and the Transaction Implementation Agreement, which will occur only after each of the closing conditions precedent under the Transaction Implementation Agreement has been satisfied or (where permitted) waived, the capital reduction forming part of the Refinancing Transaction has become effective and Victoria has announced the expiration and results of the Consent Solicitation, the accrued interest and Early Bird Fee have been paid to the clearing systems and (where applicable) relevant fees have been paid to the respective recipients (the "Operative Date"). On the Operative Date, the aggregate principal amount outstanding under the 2028 Notes, including any accrued but unpaid interest thereon, will be reduced and written down to zero and the 2028 Notes and the guarantees thereof and all liabilities and obligations with respect thereto will be concurrently cancelled and released in full, and, in consideration for such cancellation and release, the Company will simultaneously issue the 2PNs and the New Ordinary Shares to Consenting Noteholders.
The Consent Solicitation will expire at 4:00 p.m. (London time) on 2 December 2026 (being the earliest date on which the capital reduction forming part of the Refinancing Transaction is anticipated to become effective as a result of the registration of the order of the High Court confirming such capital reduction at Companies House), unless withdrawn, extended, re-opened, amended or earlier terminated pursuant to the terms set forth in the Consent Solicitation Statement; provided that, if Victoria has not announced the expiration and results of the Consent Solicitation by 8:00 a.m. (London time) on the Business Day immediately following such time, the expiration time will be deemed to have been automatically extended with effect from such time, without any further notice or announcement, by one Business Day at a time (in each case, to 4:00 p.m. (London time) on the relevant Business Day) until Victoria announces the expiration and results of the Consent Solicitation, which Victoria will do as soon as reasonably practicable after such capital reduction becomes effective, and in any event no later than 8:00 a.m. (London time) on the Business Day immediately following the Business Day on which it becomes effective (such date and time, as the same may be extended, the "Expiration Time"). If the Requisite Consents or any other conditions have not been satisfied by the Expiration Time, Victoria may, subject to certain conditions set out in the Consent Solicitation Statement, amend or extend the Expiration Time for a specified period of time or on a daily basis until the Requisite Consents or such other conditions are satisfied; provided that any such extension shall not extend the Expiration Time beyond 4:00 p.m. (London time) on the Business Day on which such capital reduction becomes effective.
Pursuant to the terms of the Transaction Support Agreement, each holder of 2028 Notes that is party to the Transaction Support Agreement (whether as an original party or by way of accession) has undertaken to deliver its Consent in the Consent Solicitation, in respect of the 2028 Notes subject to the Transaction Support Agreement, by no later than the tenth New York business day following the launch of the Consent Solicitation, being 16 November 2026. This contractual deadline applies only to such holders, is in addition to (and earlier than) the Expiration Time, and does not alter the Expiration Time or the Withdrawal Deadline applicable to Eligible Holders generally under the Consent Solicitation Statement.
Participation in the Consent Solicitation is limited to holders who are (i) "qualified institutional buyers" (as that term is defined in Rule 144A under the Securities Act) transacting in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, or (ii) holders who are not "U.S. persons" (as that term is defined in Rule 902 under the Securities Act) that are outside the United States transacting in an offshore transaction in accordance with Regulation S under the Securities Act (and if they are resident in any Member State of the European Economic Area ("EEA"), they are not "retail investors" in the EEA, and if they are resident in the United Kingdom ("UK"), they are not "retail investors" in the UK (i.e., they are professional clients, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018)) (each such Noteholder, an "Eligible Holder").
The Company has retained Kroll Issuer Services Limited in its role as information and tabulation agent (the "Information and Tabulation Agent") in connection with the Refinancing Transaction. Copies of the Consent Solicitation Statement for Eligible Holders of the 2028 Notes may be obtained from Kroll Issuer Services Limited at https://deals.is.kroll.com/victoria.
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 securities referred to in this announcement, including the 2PNs and New Ordinary Shares, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of securities in the United States.
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 2028 Notes, the 2PNs or the New Ordinary Shares 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 2028 Notes, the 2PNs or the New Ordinary Shares 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 an EEA member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom within the meaning of regulation 7 of The Public Offers and Admissions to Trading Regulations 2024 (the "POATRs"). The Consent Solicitation Statement does not constitute a prospectus for the purposes of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook published by the Financial Conduct Authority and has not been approved by the Financial Conduct Authority or any other competent authority.
The Consent Solicitation Statement is not being made to, and no consents are being solicited from, holders or beneficial owners of the 2028 Notes in any jurisdiction in which it is unlawful to make the 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 Consent Solicitation to, and solicit consents from, persons in such jurisdiction.
None of the Company, the Trustee, the Information and Tabulation Agent or any other person makes any recommendation as to whether or not holders of the 2028 Notes should deliver consents. Each Eligible Holder must make its own decision as to whether or not to deliver consents. Holders are advised to check with any bank, securities broker or other intermediary through which they hold their 2028 Notes when such intermediary would need to receive instructions from a noteholder in order for such Eligible Holder to participate in, or to validly revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above.
The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of electronic consent instructions may be earlier than the relevant deadlines specified in the Consent Solicitation Statement.
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: (i) 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 "Financial Promotion Order"); (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order; (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise 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 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.
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For more information contact:
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Victoria PLC Geoff Wilding, Executive Chairman Alec Pratt, Chief Financial Officer
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www.victoriaplc.com/investors-welcome Via Edelman Smithfield |
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Singer Capital Markets (Nominated Adviser & Joint Broker) Shaun Dobson, James Fischer |
+44 (0)20 7496 3000
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Berenberg (Joint Broker) Ben Wright, Harry Nicholas, Tom Ballard |
+44 (0)20 3207 7800 |
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Edelman Smithfield (Investor Relations) Alex Simmons |
+44 (0)7970 174 252 or alex.simmons@edelmansmithfield.com |
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Kroll Issuer Services Limited (Information and Tabulation Agent) Victoria Deal Team |
+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 5,000 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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