Requisition to convene a General Meeting

RNS Number : 7293V

Victoria PLC

17 January 2012

 

"International designers and manufacturers of innovative quality floorcoverings"

Issued on behalf of Victoria PLC by Citigate Dewe Rogerson

Date: Tuesday 17 January 2012                                                                                                        Immediate Release

Victoria PLC

Requisition to convene a General Meeting

Further to the announcement made by Victoria PLC ("Victoria" or the "Company") on 16 January 2012, the Board of the Company has nowreceived a valid requisition (the "Requisition"), pursuant to Section 303 of the Companies Act 2006, requiring them to convene a general meeting of the Company (the "General Meeting").

The Requisition has been received by the Company from HSBC Global Custody Nominee (UK) Limited and  Alexander Anton (the "Requisitioners") and proposes ordinary resolutions (the "Resolutions") to the effect that all of the Company's Independent Non-Executive Directors, being Nikki Beckett (Chairman) and Peter Jensen (Senior Independent Non-Executive Director), should be removed as Directors of the Company and that in their place should be appointed Alexander Anton, a former Director and Chairman of the Company, Geoff Wilding, Sir Bryan Nicholson and Lady Katherine Innes Ker.

On the basis that the Requisition is not withdrawn, the Company is required, no later than 7 February 2012, to post a Notice to all shareholders convening a General Meeting.  The Company is required to hold the General Meeting no later than 6 March 2012 (assuming that the Company takes the maximum period allowed to post a Notice to all shareholders and holds the General Meeting 28 days later).

On 13 January 2012, the Company announced that it had also commenced a formal sales process with the objective of realising maximum value for shareholders, whilst safeguarding the interests of all stakeholders.  As set out in that announcement, the Company has currently set a deadline of the end of February 2012 for the announcement of any firm offer for the Company or its operating businesses.  Consequently, the Board believes that it will be in a position to give all shareholders a real choice by the time of the General Meeting. 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 or that any such offer may be made prior to the General Meeting.

Shareholders are advised by the Board NOT to undertake to support the Requisitioners' resolutions.  Shareholders should wait until:

(a)       they have received and read the circular from the Company containing the Notice convening the General Meeting, which will be sent to all shareholders on or before 7 February 2012; and

(b)       the Board reports on the outcome of the formal sale process, announced on 13 January 2012, by the end of February 2012.

Victoria PLC Office: [phone]	Citigate Dewe Rogerson Mobile: [phone] Tel: +(0)121 362 4035	Arden Partners Office: [phone]
Alan Bullock, Group Managing Director or	Fiona Tooley, Director	Steve Douglas Corporate Finance Director
Ian Davies, Group Finance Director
www.victoriaplc.com
LSE; Premium Listing
Ticker; VCP.L

 

END

 

 

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