TIDMVCP
RNS Number : 4474U
Victoria PLC
21 December 2011
"International designers and manufacturers of innovative quality
floorcoverings"
Issued by Citigate Dewe Rogerson Ltd, Birmingham
Date: Wednesday, 21 December 2011
Immediate Release
Victoria PLC
Statement to all shareholders
The Board of Victoria PLC ("Victoria", the "Company" or the
"Board") wishes to advise all shareholders that it has become aware
that a consortium is 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.
The Board can confirm that, to date, it has not received such a
requisition ("theRequisition") but is mindful of its duty to
prevent a false market occurring in the Company's shares and, in
view of the number of shareholders to whom the Board knows the
consortium has already spoken concerning its plans, it is issuing
this announcement in fulfillment of such duty. The Board is
currently unaware as to when the Requisition may be forthcoming,
but indications received lead the Board to assume this may be
imminently.
It is understood that, if the Requisition is lodged and is
successful, the consortium's own preferred candidates would
represent a majority of the Board and therefore control the day to
day management of the Company.
The Board strongly believes this action is both without merit
and an unwelcome distraction for the operational management team
and the business as a whole.
The Board has received a demand from a consortium which includes
Alexander Anton, a past director of the Company, with an objective
of replacing all of the current duly elected independent
non-executive directors.
The Board is aware that the consortium has been approaching a
significant number of selected shareholders to gain their support.
The Board has similarly approached a number of institutional
shareholders whose initial response was that this approach was
unwelcome and would not be supported.
The consortium has not yet met the Board or given any reason why
the Board should consider its demand to change the Board's
composition. It is the Board's view that the consortium
isattempting to take control of the Company without offering
shareholders any value for their shares. If the consortium is
looking to acquire control of the Company for its own purposes, as
appears to be the case, the consortium should be tendering a bid
that truly represents the full value of the business and the Board
would then have a duty to consider this.
At this time, the Board has not been presented with any
rationale behind the possible lodging of a Requisition or the
future strategy the consortium wishes to implement for the Company
such that the Board is currently unable to make it known to
shareholders.
The current share price of the Company does not, in the Board's
opinion, truly recognise the real value of the business. It should
be noted that the Company's market capitalisation is at a
considerable discount to the net asset value of the Company.
The Board wishes it to be known that in 2010 the Board was
approached by a competitor which was interested in potentially
making an offer for our Australian Company. Following deliberations
the Board rejected the approach as it believed it was not in
shareholders' interests to pursue the approach and that the Board's
three-year strategy would, in the Board's opinion yield greater
shareholder value.
The Board has a clear strategy that is working well and the
Company is noticeably out-performing the market, and a summary of
the Company's six month's performance to 1 October 2011 can be seen
below. As reported in November to shareholders, the Board's
objective remains focused on building Victoria's 'Brand' reputation
and improving the quality of its earnings. To do this, we plan to
continue to invest in our business for the future and, during the
remainder of this current financial year we will be making
significant investment in both new carpet ranges and in the luxury
vinyl tile market. We feel confident that planned new product
initiatives, allied to anticipated growth in new channels and
markets, will help the Group continue to gain market share and
place Victoria in a commanding position to exploit any
opportunities presented by the market.
The Board's current structure and skills base across the
non-executive and executive teams works extremely well together.
The Board believes that any change to the current structure, skills
mix and complement of both the executive team and non-executives
would be very foolhardy and not in the interests of all
stakeholders. The existing Board truly believes that it has a
strong commercial transformational strategy for the business which
as yet has not been fully unveiled to stakeholders due to
commercial sensitivities. However we are committed to delivering
and improving significant shareholder value with a team that has
substantial industry experience.
The Board strongly believes this action is both without merit
and an unwelcome distraction for the operational management team
and the business as a whole.
Therefore, at this stage, shareholders are strongly advised by
the Board to take no action and await further updates from the
Board in due course.
Victoria PLC Citigate Dewe Rogerson Arden Partners
Office: +44 (0) 1562 Mobile : +44 (0) Office: +44 (0) 121 423 8900
749300 7785 703523
Alan Bullock , Group Office: +44 (0) Steve Douglas, Corporate Finance Director
Managing Director 121 362 4035
or Fiona Tooley ,
Director
Ian Davies , Group
Finance Director
www.victoriaplc.com
LSE; Premium Listing
Ticker: VCP.L
Editors Notes:
Summary of Half-Year Results ended 1 October 2011
The Company's Half-year results announced on 22 November 2011
clearly reflected a strong operational performance across the
business whilst making good progress against its strategic
objective of becoming the leading quality flooring supplier in both
Australasia and the United Kingdom: these are summarised
below:-
Key financials:
-- Group Revenue increased 17% to GBP39.02 million
-- Robust Profit performance with Operating profit up 80% at GBP1.40 million
-- Profit before Tax up 127% to GBP1.27 million after Irish restructuring costs
-- Basic adjusted earnings per share of 17.66 pence, up 242%
-- Half Year Dividend of 3.50 pence- an increase of 17%
Key commercials:
-- Against challenging economic and tough market conditions:
o Australian business delivers improved results
o UK business out-performs the market and returns to profit
o Our market share has grown in synthetic products, as wool's
competitive position has weakened through significant raw material
price increases
In the New Year, the Group also plans to leverage Victoria's
excellent 'Brand' reputation and customer associations by launching
Luxury Vinyl flooring to its product offering through a new
division, VICTORIA(TM) LUXURY FLOORING - opening up new
opportunities in the UK and European markets.
Full details can be found on the Company website:
www.victoriaplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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