Refinancing of 2026 Senior Secured Notes
This announcement contains inside information for the purposes of Article 7 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 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR
Victoria PLC
('Victoria' or the 'Company')
Victoria PLC announces the refinancing of its 2026 Senior Secured Notes, extending maturity to 2029
Transaction supported by more than 90% of 2026 SSNs at launch
Victoria PLC, (LSE: VCP) the international designer, manufacturer, and distributor of innovative flooring, is pleased to announce that it has agreed private exchange transactions (the "Transaction") with more than 90% of its outstanding €489m 3.625 percent senior secured notes due 2026 (the "2026 SSNs") that extends maturity until August 2029 on attractive terms. This transaction follows the recent refinancing announcement of its Super Senior Revolving Credit Facility (collectively the "Refinancing").
The Refinancing is an important milestone for the Company and all its stakeholders. It:
· Provides additional liquidity, which will increase operational flexibility to accelerate self-help cost savings
· Maximises near-term cash flow to invest in growth and margin improvement initiatives
· Delivers a strong, long-term solution to the Company's capital structure, providing confidence for all partners and external stakeholders
· Does not dilute equity holders
Transaction Overview
When completed, the Transaction is expected to exchange the Company's existing 2026 SSNs into new 9.875% First Priority Senior Secured Notes due 2029 (the '1PNs').
Concurrently, the Company intends to launch a series of public consent solicitations and a public exchange whereby all eligible holders of outstanding 2026 SSNs will be offered the opportunity to exchange into 1PNs at par plus fees (payable as new 1PNs). Remaining 2026 SSNs (if any) will have their maturity extended to 2031, pending the outcome of consent solicitations. If implemented, this will result in the full 2026 SSN maturity being extended by no less than four years.
The public consent solicitations and the public exchange will be launched as soon as practicable to implement the Transaction and will be open for 20 US business days. Consummation of the Transaction is conditioned on, among other things, the successful completion of the public consent solicitations and the closing of the public exchange offer.
Transaction Support Agreements
The Company has entered into binding Transaction Support Agreements ("TSA") with noteholders representing over 90% of its 2026 SSNs (the 'Consenting 2026 SSNs Holders'), and more than 50% of total senior secured notes outstanding (including for these purposes, both the 2026 SSNs and the €250m 3.75 percent senior secured notes due 2028).
The TSA commits the Consenting 2026 SSNs Holders on customary terms to support the Transaction and to take actions to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Transaction as described in the Transaction Overview section above.
In addition, Consenting 2026 SSNs Holders have negotiated individual exchange prices for the 1PNs, as set out in each individual TSA and subject to the terms thereunder, and the Company will effect these agreements via a series of private exchanges upon closing of the public exchange offer.
The strong level of commitment by Consenting 2026 SSNs Holders prior to launch demonstrates continued confidence in Victoria's credit and outlook.
Geoff Wilding, Executive Chairman, said:
"The refinancing is a great outcome for Victoria, its shareholders and broader stakeholders. At a time of volatility in capital markets, we have secured long-term support from bondholders and a new super senior credit facility provider to improve the Company's debt profile on attractive terms. This positions Victoria for long-term success, strengthens our liquidity, and gives us both the time and flexibility to execute our targeted cost-saving initiatives and strategic growth plans.
Alec Pratt, CFO, commented:
"We are pleased with the strong support we've received from our noteholders, which underscores their confidence in the Company's future. The Refinancing provides additional liquidity and flexibility for the Company to drive its self-help initiatives."
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) a tender or exchange offer for, or an offer to sell, or a solicitation of an offer to buy and securities 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.
This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.
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.
Victoria PLC is advised by Lazard & Co., Ltd in its capacity as independent financial advisor and Latham & Watkins LLP in its capacity as legal advisor.
The person responsible for arranging the release of this announcement
on behalf of the Company is Alec Pratt, Chief Financial Officer
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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+44 (0)7970 174 252 or |
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, rugs, ceramic tiles, LVT (luxury vinyl tile), artificial grass 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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