Additional information on proposed refinancing

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES (OR TO U.S. PERSONS) OR 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

News Release                       

15 July 2019

THIS RELEASE CONTAINS INSIDE INFORMATION

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

Additional information regarding proposed refinancing

Victoria PLC (LSE: VCP) refers to the earlier announcement of its intention to offer €330 million of senior secured notes (the "Notes").

In the Company's preliminary annual results announced on 11 July 2019, the Company stated that it had flexibility to replace a proportion of its long-term debt financing in the bond market. The Board believes timing is suitable for a bond issue, as like-for-like revenue growth continues in both our soft flooring and ceramic tile businesses and, with the successful completion of the major integration and synergy projects begun last year, margins have increased by more than 100bps compared to the year ended 30 March 2019.

The refinancing will not increase net debt and will be leverage neutral (subject to transaction fees and expenses).

The Notes, which will have a five-year term and fixed rate of interest, will sit alongside other long-term credit facilities provided by a number of relationship banks, who continue to provide support to the business. The Company believes that the bond market, which offers a deep additional pool of funding, and the terms of the Notes, which are customary for an issuance of this nature, will allow it to maintain operational flexibility and support its long-term growth strategy.

FOR FURTHER INFORMATION CONTACT:

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act").  The Notes will not be registered under the Securities Act.  Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer making the offer and its management and financial statements.  No public offering of the Notes will be made in the United States.  This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words "expect," "anticipate," "continue," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information future events or otherwise, unless so required by applicable securities laws. Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.

Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse. The person responsible for arranging the release of this announcement on behalf of the Company is Michael Scott, Group Finance Director.