Concurrent Consent Solicitations & Exchange Offer

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

News Release

July 24, 2025

Victoria PLC

("Victoria", the "Company", or the "Group")

Announcement of Concurrent Consent Solicitations and Exchange Offer

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today that it has commenced two concurrent consent solicitations (together, the "Consent Solicitations") from Eligible Holders (as defined below) of its (i) €500.0 million aggregate principal amount of 3⁵/₈% Senior Secured Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes") and (ii) €250.0 million aggregate principal amount of 3¾% Senior Secured Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Existing Notes"), as applicable, to the indenture dated March 5, 2021 governing the Existing Notes (the "Existing Indenture").

The Consent Solicitations and Exchange Offer (as defined below) are made as part of an overall refinancing transaction in connection with binding transaction support agreements (collectively, the "Transaction Support Agreements") with certain holders of the Existing Notes representing more than 90% of the outstanding principal amount of the 2026 Notes and more than 77% of the outstanding principal amount of both the 2026 Notes and 2028 Notes combined (the Transaction Support Agreements, the Consent Solicitations and the Exchange Offer collectively being the "Transactions").  

Transaction Support Agreements

On July 23, 2025, the Company entered into Transaction Support Agreements with certain holders of the Existing Notes, pursuant to which the supporting holders have agreed, subject to the terms and conditions set forth therein, to (i) deliver consents in favor of the Majority Amendments, (ii) deliver consents in favor of the 90% Amendments and (iii) exchange all of their 2026 Notes (and in certain cases, their 2028 Notes) for New Notes at prices that have been negotiated in individual bilateral transactions (which differ from the terms set forth in the Exchange Offer).

Majority Consent Solicitation

The Company is soliciting consents (the "Majority Consent Solicitation") from Eligible Holders of its Existing Notes to certain proposed amendments to the Existing Notes and Existing Indenture and to the trustee of the Existing Indenture entering into the Subordination and Turnover Agreement (as defined below). The proposed amendments would (i) delete substantially all of the incurrence-based covenants from the Existing Indenture and (ii) allow for other conforming changes to the Existing Indenture to reflect the foregoing and the entry into the Subordination and Turnover Agreement (the "Majority Amendments"). As part of the Majority Consent Solicitation, Eligible Holders of the Existing Notes are being requested to consent to the the trustee under the Existing Indenture to enter into a subordination and turnover agreement (the "Subordination and Turnover Agreement") that will establish the relative rights and priorities of the holders of the New Notes (as defined below) and the Existing Notes with respect to right of payments and collateral enforcement proceeds, such that proceeds are effectively used to: first, satisfy obligations under the New Notes; second, to satisfy obligations under certain debt instruments that may be issued or entered into in the future, and third, to satisfy obligations pro rata under the Existing Notes.

The Company is seeking consent from Eligible Holders of both the 2026 Notes and the 2028 Notes in respect to the Majority Consent Solicitation and Majority Amendments.

The Majority Consent Solicitation will expire at 5:00 p.m. (London time), on July 30, 2025, unless extended, re-opened, amended or earlier terminated by the Company.

2026 Notes Consent Solicitation

Concurrently with the Majority Consent Solicitation, the Company is simultaneously solicitating consents from Eligible Holders of its 2026 Notes (the "2026 Notes Consent Solicitation") to approve certain proposed amendments, which require the consent of holders of at least 90% in aggregate principal amount of the 2026 Notes (the "90% Amendments"). The 90% Amendments, include among other things, (i) reducing the interest rate applicable to the 2026 Notes to cash interest of 1.00% per annum and (ii) extending the maturity date of the 2026 Notes to August 24, 2031. Should the 90% Amendments be adopted, the Existing Indenture and the 2026 Notes will be amended to this effect, and the updates will govern all participating and non-participating holders of the 2026 Notes.

In connection with the 2026 Notes Consent Solicitation, Eligible Holders who validly deliver consents and do not validly revoke them prior to the expiration of the 2026 Notes Consent Solicitation will also be given the opportunity to exchange their 2026 Notes at par (plus, subject to certain conditions, additional fees, as described below) for newly issued Senior Secured Notes due 2029 of the Company (the "New Notes"). The New Notes will:

·    bear interest at a rate of 9.875% per annum, with the Company's option for the first twelve months being payment-in-kind of 8.875% and 1.000% cash interest;

·    have a four-year term from the date of completion, maturing in 2029 with a springing maturity ahead of any outstanding 2028 Notes, and

·    be secured by various collateral with a first-priority lien, provided that, to the extent any enforcement of collateral occurs, the New Notes will rank junior to the new super senior facilities but senior to all other debt secured on the collateral with respect to the distribution of such proceeds.

Key Dates for the Exchange Offer

Eligible Holders of 2026 Notes who validly deliver their consents and exchange instructions at or prior to 5:00 p.m., New York time, on August 6, 2025 and do not validly revoke them prior to the Early Tender Deadline (as defined below) will be eligible to receive a 75bpts early participating fee (the "Early Tender Consideration"). Eligible Holders will be eligible for an additional 25bpts consent fee (the "Transaction Fee") if their consent and exchange instruction is received prior to the Expiration Deadline. Both the Early Tender Consideration and the Transaction Fee will be payable in New Notes.

The 2026 Notes Consent Solicitation and Exchange Offer will expire at 5:00 p.m. (New York time), on August 20, 2025, unless extended, re-opened, amended or earlier terminated by the Company (the "Expiration Time"). Eligible Holders who validly tender (and do not validly withdraw) their 2026 Notes at or before 5:00 p.m. (New York time) on August 6, 2025 (the "Early Tender Deadline") will be eligible to receive the Early Tender Consideration.

The following is a summary of the key dates and deadlines, with all times expressed in New York time:

·    Launch Date: July 24, 2025

·    Early Tender Deadline: 5:00 p.m., August 6, 2025

·    Withdrawal Deadline: 5:00 p.m., August 6, 2025

·    Expiration Time: 5:00 p.m., August 20, 2025

·    Final settlement: Expected within three business days after Expiration Time

The 2026 Notes Consent Solicitation and Exchange Offer is not being offered to holders of the 2028 Notes. The Company is not seeking consent from noteholders of 2028 Notes in connection with 2026 Notes Consent Solicitation and the Company is not offering to exchange any 2028 Notes in connection with this Exchange Offer.

Additional Information Regarding the Consent Solicitations and Exchange Offer

The Company reserves the right to terminate, withdraw, amend, or extend the Consent Solicitations and/or Exchange Offer at any time and for any reason, as described in the Consent Solicitation Statement (in respect to the Majority Consent Solicitation) and/or the Consent Solicitation and Exchange Offer Memorandum (in respect to the 2026 Notes Consent Solicitation and Exchange Offer), as applicable.

Participation in the Transactions is limited to holders who are (i) qualified institutional buyers" (as that term is defined in Rule 144A under the Securities Act) transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S. Securities Act, or (ii) holders who are not "U.S. persons" (as that term is defined in Rule 902 under the U.S. Securities Act) that are outside the United States transacting in an offshore transaction in accordance with Regulation S under the Securities Act (and if they are resident in any member state of the European Economic Area ("EEA") or the United Kingdom, they are not "retail investors" in the EEA or the United Kingdom) (each such Noteholder, an "Eligible Holder").

The Company has retained Kroll Issuer Services Limited in their roles as tabulation and information agent (the "Information and Tabulation Agent") and the exchange and tabulation agent (the "Exchange and Tabulation Agent") in connection with the Transactions. Copies of the (i) Consent Solicitation Statement for Eligible Holders of the Existing Notes and (ii) Consent Solicitation and Exchange Offer Memorandum for Eligible Holders of the 2026 Notes, may be obtained from Kroll Issuer Services Limited at https://deals.is.kroll.com/victoria.

Eligible Holders are urged to review the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum, as applicable, for the detailed terms of the Transactions.

Resignation and Appointment of Trustee and Agents

On July 23, 2025, Deutsche Trustee Company Limited as trustee under the Existing Indenture delivered its notice of resignation to the Company, and effective on the same date, the Company has appointed GLAS Trust Company LLC as trustee under the Existing Notes. On July 23, 2025, the current paying agent, registrar and transfer agent under the Existing Indenture also delivered notices of resignation to the Company. Following the expiration of a required 30-day notice period under the Existing Indenture, GLAS Trust Company LLC will also assume the paying agent, registrar and transfer agent roles under the Existing Indenture.

On July 23, 2025, National Westminster Bank PLC as security agent under the Existing Indenture also delivered a notice of resignation to the Company. Following the expiration of a required 30-day notice period under the existing intercreditor agreement, GLAS Trust Corporation LLC will assume the security agent role under the Existing Indenture.

Further announcements will be made as appropriate.

Forward Looking Statements

This announcement includes "forward-looking statements". Forward-looking statements are based on the Company's beliefs and assumptions and on information currently available to the Company, and include, without limitation, statements regarding the Company's business, financial condition, strategy, results of operations, certain of the Company's plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "seek," "anticipate," "estimate," "predict," "potential," "assume," "continue," "may," "will," "should," "could," "shall," "risk" or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition and liquidity and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this press release. The Company undertakes no obligation, and does not intend to update these forward-looking statements.

Cautionary Statement

This announcement and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.

This press release does not constitute or form part of and should not be construed as (i) a tender or exchange offer for, or an offer to sell, or a solicitation of an offer to buy, the 2026 Notes, the 2028 Notes or the New Notes or (ii) an offer of, an invitation to offer, or a solicitation of an offer to buy, securities for sale in the United States of America or in any other jurisdiction or an inducement to enter into investment activity. No part of this press release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

Under no circumstances shall the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the 2026 Notes or New Notes in any jurisdiction. The Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer shall not be considered an "offer of securities to the public," or give rise to or require a prospectus in a EEA member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

The Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer are not being made to, and no consents are being solicited from, holders or beneficial owners of the 2026 Notes in any jurisdiction in which it is unlawful to make the Consent Solicitations or grant such consents. However, the Company may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the Consent Solicitations to, and solicit consents from, persons in such jurisdiction.

None of the Company, the Trustee, the Tabulation and Information Agent or any other person makes any recommendation as to whether or not holders of the Existing Notes should deliver consents. Each Eligible Holder must make its own decision as to whether or not to deliver consents. Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Existing Notes when such intermediary would need to receive instructions from a noteholder in order for such Eligible Holder to participate in, or to validly revoke their instruction to participate in, the Consent Solicitations and/or the Exchange Offer by the deadlines specified above.

The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of electronic consent instructions may be earlier than the relevant deadlines specified in the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum.

The communication of the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum and any other documents or materials relating to the consents is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum is for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.

The making of the Consent Solicitations may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum comes must inform themselves about and observe these restrictions.

This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.

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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, rugs and flooring accessories.

Victoria has operations in the UK, Spain, Italy, Belgium, the Netherlands, Germany, Turkey, the USA, and Australia and employs approximately 5,350 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.