Victoria PLC
('Victoria' or the 'Company', or the 'Group')
Result of General Meeting
Victoria PLC, (LSE: VCP) the international designer, manufacturer and distributor of innovative flooring, announces that at the General Meeting ('GM') held earlier today, all resolutions set out in the Notice of General Meeting were passed with 99.99% of the votes cast supporting the resolutions.
The resolutions were proposed in connection with the implementation of the Company's comprehensive refinancing of its 2028 Senior Secured Notes and the Preferred Shares held by KED Victoria Holdings, LLC ("KED Victoria"), as set out in the Company's circular to shareholders dated 17 September 2026.
Upon completion the refinancing will:
· Reduce senior secured debt and Preferred Shares liabilities by at least £300 million with the benefit accruing to ordinary equity holders and significantly deleveraging the Company
· Eliminate near-term equity dilution risk from KED Victoria's Preferred Shares
· Cut annual finance costs including the Preferred Shares PIK dividend by approximately £34 million
· Extend debt maturities through the issue of new 2031 notes
The voting results for each resolution were as follows:
|
Resolution (* indicates special resolution) |
Votes For |
% |
Votes Against |
% |
|
Resolution 1 - Redesignation of A Preferred Shares into Ordinary Shares; authority to allot Ordinary Shares to Senior Secured Noteholders; authority to allot Amended A Preferred Shares, Ordinary Shares and/or Non-Voting Ordinary Shares on redemption or conversion (as applicable) of the CVR; and authority to allot New KED Capital Reduction Ordinary Shares to KED Victoria. |
66,745,881 |
99.99 |
4,603 |
0.01 |
|
Resolution 2* - Cancellation of A Preferred Shares and repayment to KED Victoria in the form of the CVR, New Second Priority Notes and New KED Capital Reduction Ordinary Shares; cancellation of the share premium attaching to A Preferred Shares; and cancellation of B Preferred Shares. |
66,744,594 |
99.99 |
5,899 |
0.01 |
|
Resolution 3* - Disapplication of pre-emption rights in respect of certain authorities to allot shares conferred by Resolution 1; and adoption of new articles of association of the Company. |
66,745,776 |
99.99 |
4,777 |
0.01 |
The results of the GM will also be available from today on the Company's website at www.victoriaplc.com.
For more information contact:
|
Victoria PLC Geoff Wilding, Executive Chairman Alec Pratt, Chief Financial Officer |
www.victoriaplc.com/investors-welcome Via Edelman Smithfield PR |
|
Singer Capital Markets (Nominated Adviser and Joint Broker) Shaun Dobson, James Fischer |
+44 (0)20 7496 3095 |
|
Berenberg (Joint Broker) Ben Wright, Harry Nicholas, Tom Ballard |
+44 (0)20 3207 7800 |
|
Edelman Smithfield (Investor Relations) Alex Simmons |
+44 (0)7970 174 353 or alex.simmons@edelmansmithfield.com |
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 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.