Pricing of Senior Secured Notes

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 NOT FOR PUBLICATION IN THE UNITED STATES.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

25 February 2021

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

Announcement of pricing of €500 million senior secured notes

Victoria PLC (LSE: VCP) is pleased to announce today that it has successfully priced an offering of €500 million in aggregate principal amount of 3.625% fixed rate senior secured notes due 2026 (the "Notes"). The amount of the offer was increased following very strong demand, which saw the original offer more than 7x over-subscribed. This transaction is leverage neutral other than associated fees and expenses.

Net proceeds from the issuance of the Notes will be used for general corporate purposes, in particular acquisitions, and the refinancing of €250m of principal amount of existing 2024 senior secured notes to further improve the maturity profile and cost of the Group's debt.

The Notes will be issued at par and will be the general, senior obligations of the Company and will be guaranteed by certain of the Company's subsidiaries. Interest on the Notes will be payable semi-annually in arrears. The offering of the Notes is expected to close and the Notes are expected to be issued on or about 5 March 2021, subject to customary conditions precedent for similar transactions.

Geoff Wilding, Executive Chairman of Victoria, commented:

"We are delighted with the level of support today from bond investors. The offer was heavily oversubscribed, enabling us to not only raise the targeted €250 million to help fund acquisitions we expect to complete in the near-term, but also refinance €250 million of our existing 2024 bonds - extending the duration of our debt to 2026 whilst significantly lowering the interest rate to a very attractive 3.625%.

The demand from investors was reinforced by the Group's very strong trading over the last 12 months, which saw record operating profits despite the material impact of the lockdowns in the June quarter. The reorganisation and investment undertaken by the Group in 2019 has, as planned, delivered a sustainable margin expansion of more than 300 bps and the financial outlook for the Group remains strong.

The Board wishes to thank bond investors for their support and confidence, which is an important contribution to the Group as it continues to execute its strategy to create shareholder value."

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.

The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of 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; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom, respectively.

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