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Victoria PLC (VCP)


Tuesday 23 February, 2021

Victoria PLC

Notice of Conditional Redemption

RNS Number : 0171Q
Victoria PLC
23 February 2021








Conditional Notice of Partial Redemption to the Holders of the

€500,000,000 5.25% Senior Secured Notes due 2024


ISIN: XS2032590189 (Rule 144A) and XS2032590007 (Reg S)

Common Code: 203259018 (Rule 144A) and 203259000 (Reg S)



Victoria PLC (the "Issuer") hereby gives notice to the holders (the "Holders") of its €500,000,000 Senior  Secured  Notes due 2024 (the  "Notes") of  the  partial redemption of €50,000,000 in aggregate principal amount of the then outstanding principal amount of Notes (the "Redeemed Notes") in accordance with paragraphs 6 and 8 of the Notes and Sections 3.03, 3.04 and 3.07 of the indenture, dated as of July 26, 2019, by and among, inter alios, the Issuer, Deutsche Trustee Company Limited (the "Trustee"), National Westminster Bank plc, as security agent, Deutsche Bank AG, London Branch, as principal paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent (the "Original Indenture"), as supplemented by a first supplemental indenture dated September 16, 2019 (the "First Supplemental Indenture"), a second supplemental indenture dated February 3, 2020 (the "Second Supplemental Indenture") and a third supplemental indenture dated February 22, 2021 (the "Third Supplemental Indenture," collectively with the Original Indenture and the First Supplemental Indenture, the "Indenture"). The terms and conditions of the redemption are as follows:


1.  The redemption date for the Redeemed Notes will be March 9, 2021 (the "Redemption Date") and the record date will be March 8, 2021 (unless postponed in accordance with paragraph 4 hereof). The aggregate redemption price for the Redeemed Notes (assuming the Redemption Date is not postponed in accordance with paragraph 4 hereof) is €51,784,375.00, which comprises of (i) €50,000,000 in aggregate principal amount of the outstanding principal amount of the Notes at a redemption price of 103.000% and (ii) accrued and unpaid interest from January 31, 2021, to, the Redemption Date of €284,375.00 (the "Redemption Price").


2.  The Notes will be redeemed in accordance with paragraph 6 of the Notes.


3.  The redemption of the Redeemed Notes is conditional upon receipt by the Paying Agent of sufficient funds to pay the Redemption Price payable to the Holders on or before the Redemption Date from the issuance of new senior secured debt securities by the Issuer (the "Financing Condition"). Accordingly, none of the Redeemed Notes shall be deemed due and payable on the Redemption Date unless and until the Financing Condition set forth herein is satisfied or waived by the Issuer. The Issuer will inform Holders of Notes by press release as to whether the Financing Condition will, in the sole discretion of the Issuer, be satisfied or waived. If the Financing Condition is not satisfied or waived, any Notes previously surrendered to the relevant Paying Agent shall be returned to the Holders thereof and the redemption will be revoked.


4.  In the event that, in the Issuer's reasonable belief, the Financial Condition will be satisfied at a date later than the Redemption Date, the Issuer may postpone the Redemption Date by issuing a supplemental notice one (1) Business Day prior to the Redemption Date; provided that (i) the postponed Redemption Date is at least ten (10) days and not more than sixty (60) days after the date of this Conditional Notice of Partial Redemption and (ii) the Issuer sends the supplemental notice indicating the postponed Redemption Date, corresponding record date and the Redemption Price.


5.  The Redeemed Notes must be presented and surrendered to the Paying Agent, which is Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester House, London EC2N 2DB, United Kingdom (Attention: Debt & Agency Services; Facsimile No.: +44 207 547 6149; Email: [email protected]), to collect the Redemption Price.


6.  Unless the Issuer and the Guarantors default in paying the Redemption Price, interest and Additional Amounts, if any, on the Redeemed Notes (or a portion thereof) shall cease to accrue on and after the Redemption Date.


7.  The ISIN and Common Code numbers in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Conditional Redemption or printed on the Notes. Reliance may be placed only on the other identification numbers printed on the Notes.


8.  This conditional notice of redemption is given on February 23, 2021.


This notice is given by Victoria PLC.


Enquiries about the above notice should be directed to the Issuer as set out below:

Victoria PLC

Worcester Road, Kidderminster,

Worcestershire DY10 1JR

United Kingdom


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