Business
Proposed Special Dividend & Notice of EGM
Proposed Special Dividend & Notice of EGM.
About this update from Victoria Plc
[{"type":"text","content":"\n \nRNS Number : 2138K Victoria PLC 23 June 2014 \n\n \n23 June 2014\n \nVictoria PLC\n \n('Victoria' or the 'Company')\n \nProposed Special Dividend, Proposed Related Party Transactions, \nProposed Waiver of Rule 9 of the Takeover Code and \nNotice of General Meeting\n \nVictoria PLC, (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, is pleased to announce, subject to shareholder approval, a proposed special dividend of £2.92 per Existing Ordinary Share (\"Special Dividend\").\n \nIn 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. \n \nFor reasons set out in the circular to Shareholders dated 20 June 2014 (\"Circular\"), the Company is seeking the approval of Shareholders to issue New Ordinary Shares to Camden as it has agreed with the Company that it will re-invest the entire Cash Amount in subscribing for the New Ordinary Shares. This will result in no net cash payment by the Company under the Contract (the \"Proposal\"). Following the subscription for the New Ordinary Shares in connection with the Proposal, Camden will be interested in Ordinary Shares representing 50 per cent. of the enlarged issued share capital and voting rights of the Company. \n \nThe Takeover Code applies to the Company and as such the Shareholders are entitled to the protection afforded by the Takeover Code.\n \nThe Takeover Panel has agreed, subject to the approval of the Independent Shareholders on a poll at the General Meeting, to waive the obligation for Camden to make a general offer (Rule 9 of the Takeover Code) that would otherwise arise as a result of the issue of the New Ordinary Shares pursuant to the Proposal. \n \nThe Independent Directors, having consulted with Cantor Fitzgerald, the Nominated Adviser of the Comp...