Formal sales process-commencement of Offer period

RNS Number : 5222V

Victoria PLC

13 January 2012

 

"International designers and manufacturers of innovative quality floorcoverings"

Issued on behalf of Victoria PLC by Citigate Dewe Rogerson

Date: Friday 13 January 2012                                               Immediate Release

Victoria PLC

("Victoria" or the "Company")

Formal sales process

and

 commencement of Offer period

On 21 December 2011, the Board of Victoria PLC (the "Board") announced that a consortium was threatening to requisition the Company to convene a General Meeting ("General Meeting") at which the consortium would be seeking the replacement of all of the Company's current Independent Non-Executive Directors and replacing them with its own preferred candidates. 

The Board has been discussing its strategy for the business with a wide range of itsshareholders.   Whilst the Board remains confident that it already has in place a strong commercial and transformational strategy which has not yet been fully unveiled to stakeholders due to commercial sensitivities, it has become apparent during shareholder discussions that a number of shareholders, whilst supportive of the Board and its strategy, would like the Board to explore the option of accelerating the realisation of shareholder value.

Consequently, the Board announces that it has appointed BDO LLP to conduct a formal sale process of the Company or its operating businesses with the objective of realising maximum value for shareholders, whilst safeguarding the interests of all stakeholders.

The Company is conducting the formal sale process as set out below.

Any interested party will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. The Company intends to release an information memorandum next week to those participants. It is intended that those parties who submit expressions of interest that are acceptable to the Board and its advisors will be taken forward to the next phase of the formal sale process and will be given access to a data room and management following which interested parties shall be invited to submit their proposals to the Company. The Board will then discuss acceptable proposals with relevant parties with a view to agreeing an offer with one party which it is able to recommend to shareholders.  The Board is currently targeting a deadline of the end of February 2012 for the announcement of a firm offer for the Company or its operating businesses.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code (the "Code") such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process.

The Board reserves the right to alter any aspect of the sale process as outlined above or to terminate it at any time and in such cases will make an announcement as appropriate.

The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.  There can be no certainty that any offer will be made for the Company or its operating businesses, or even proposed, or as to the level of any proposal or offer that may be made.

Following this announcement, the Company is now considered to be in an 'Offer period' as defined in the Code, and the dealing disclosure requirements listed below will apply.

The Board will provide shareholders with an update as soon as practicable.

Contacts:

Victoria PLC	Office: [phone]	www.victoriaplc.com
Alan Bullock, Group Managing Director		Ticker: VCP.L
Ian Davies, Group Finance Director
Arden Partners plc	Office: [phone]
Steve Douglas
Chris Thomas
BDO LLP	Office: [phone]
John Stephan
Satvir Bungar
Susan Brice
Citigate Dewe Rogerson	Mobile: [phone]
Fiona Tooley, Director

Disclosure in accordance with Rule 2.10 of the Takeover Code

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Takeover Code"), Victoria has 6,943,556 ordinary shares of 25 pence each in issue, these being the only relevant securities it has in issue within the meaning of the Takeover Code. The ISIN reference number for these securities is GB0009290080.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of Victoria or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Victoria and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Victoria or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of Victoria or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Victoria or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Victoria and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Victoria or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Victoria and by any offeror and Dealing Disclosures must also be made by Victoria, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of Victoria and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

 

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