Shareholder update on the formal sales process

RNS Number : 0374Y

Victoria PLC

24 February 2012

 



"International designers and manufacturers of innovative quality floorcoverings"

Issued on behalf of Victoria PLC by Citigate Dewe Rogerson

Date:  Friday 24 February 2012                                                                                        Immediate Release

Victoria PLC

(The "Company" or "Victoria")

Shareholder update on the formal sales process

·     Background to the formal sales process being instigated

Following the announcement made by Victoria on 21 December 2011 that the Board of the Company hadbecome aware that a consortium was possibly about to requisition the Board pursuant to Section 303 of the Companies Act 2006, requiring it to convene a general meeting of the Company (the "General Meeting") for the purpose of seeking the replacement of all of the Company's independent non-executive directors and replacing them with its own preferred candidates, on 17 January 2012 the Board subsequently received a valid requisition requiring it to convene the General Meeting. All shareholders were sent by the Company on 7 February 2012, a notice convening the General Meeting for 2.00 pm on 6 March 2012.

Certain Shareholders expressed the preference of having the option of realising their investment in the Company in the short term. In line with its duty to act in a way which it considers would be most likely to promote the success of the Company for the benefit of shareholders as a whole, the Board placed the Company and its operating businesses into the formal sales process announced on 13 January 2012 so that shareholders could have a real choice. Of course, the Company can only be sold by shareholders agreeing to accept an offer for their shares.

As set out in the 13 January 2012 announcement, the Company set a deadline for proposals for the Company or its operating businesses to be submitted to the Company's advisers with the objective of being in a position to announce a firm offer by the end of February 2012. The Board was confident that this process would deliver real choice, by the time of the General Meeting on 6 March 2012, by giving Shareholders the opportunity to realise value for passing control of the Company through the formal sales process or the opportunity of supporting the Board's current transformational strategy.

·     Update on the formal sales process

The Company is pleased to announce that the formal sales process identified a good number of parties who expressed a firm interest in the Victoria business.

Discussions had been on-going with various interested parties, and to date the Company's advisers, BDO LLP had received conditional indicative offers for the Company, some of which had been in a range that the Board were likely to be able to recommend to Shareholders. These were at a significant premium to the share price at the 20 December 2011, the day before the original announcement of the statement to all shareholders by the Company in relation to a possible requisition.  

However, the Board is of the opinion that the current requisition process has not only deterred some parties from making an indicative offer in the first place but may have also  impacted upon the terms of those indicative offers that were submitted.

Concern has been expressed by all of the interested parties that if the requisitioners succeed in their objective to change the composition of the Board, then any firm offer made at this time would be rejected by the proposed new Board resulting in significant time and due diligence costs being incurred by those parties without the certainty of a firm offer being successfully completed.

For the above reasons, the Board, whilst being very encouraged that the formal sales process delivered good conditional indicative offers for the Company, believes that it should now suspend the formal sales process until the outcome of the requisition process is known.

For the avoidance of doubt, the Company will remain in an offer period as defined under The Takeover Code whilst the formal sales process is suspended.

This decision is considered by the Board to be the appropriate course of action and in the best interests of shareholders as a whole, who will be informed of further developments as soon as practicable.

Enquiries:

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

Should the General Meeting not be withdrawn, Shareholders are respectfully urged to support the current Board and NOT to undertake to support the Requisitioners' resolutions, and vote against the resolutions.

Do not abstain - shareholders are urged to lodge their vote or ensure their proxy vote is lodged by 2.00 pm on Friday 2 March 2012, the final date by which to lodge proxy votes, and/or to attend the general meeting and vote in person.

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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