Initial Response to announcement on 14 February (6638X)
17 Fevereiro 2012 - 12:49PM
UK Regulatory
TIDMVCP
RNS Number : 6638X
Victoria PLC
17 February 2012
"International designers and manufacturers of innovative quality
floorcoverings"
Issued by Citigate Dewe Rogerson
Date: Friday 17 February 2012
Immediate Release
Initial Response relating to the announcement released by New
Fortress Finance Holdings Limited and Ian Alexander Anton
on 14 February 2012
The Board of Victoria PLC (the "Company" or "Victoria") notes
the RNS announcement made by Ian Alexander Anton and New Fortress
Finance Holdings Limited on 14 February 2012 containing their
statement (the "Requisitioners' Statement"), which was posted to
the Company's shareholders the same day, setting out the
Requisitioners' detailed response to the Company's circular to
shareholders dated 7 February 2012.
The Board of Victoria will be writing to all shareholders
shortly with its detailed comments upon the Requisitioners'
Statement. However, for the time being, the Board would like to
place on record that it strongly refutes much of the content of
both the Requisitioners' RNS announcement and the Requisitioners'
Statement, which both contain statements that are misleading. The
Board notes that the Requisitioners continue to suggest that they
only seek to replace the two Non-executive Directors of the Board
with their four proposed Directors to give themselves Board
control. However, the Board considers the hostile conduct of the
Consortium generally, combined with their aggressive statements
about the Board as a whole, to be irreconcilable with their
suggestion that the proposed directors can work together
harmoniously with the Executive Directors. The Requisitioners are
also repeatedly threatening Directors via legal letters of the
actions that they may take against them personally.
Since the time of the initial announcement made by the Company
on 21 December 2011 providing details of the demands of the
Requisitioners for the changes to the composition of the Board, the
Board has been made aware by various stakeholders, including
employees, suppliers and customers, that they have concerns
regarding the proposed changes. The Board has a duty under the
Companies Act 2006 to act in a way that it considers in good faith
would be most likely to promote the success of the Company for the
benefit of its shareholders as a whole and not just the
Requisitioners and the other minority shareholders who may
currently be supporting them (the "Consortium"). It must also take
into account the interests of other stakeholders, including
employees, customers and suppliers and the likely consequences of
the passing of the Resolutions in the long term.
Certain shareholders would prefer the option of realising their
investment in the Company in the short term. In line with its duty
to act in a way which it considers would be most likely to promote
the success of the Company for the benefit of shareholders as a
whole, the Board placed the Company and its operating businesses
into the formal sales process announced on 13 January 2012 so that
shareholders would have a real choice. Shareholders will either be
offered financial value for passing control of the business through
the formal sales process or the opportunity of supporting the
Board's current transformational strategy. Of course, the Company
can only be sold by shareholders agreeing to accept an offer for
their shares but the Board has a duty to consider the wishes of
shareholders who would like that choice.
The Board has submitted in writing to the Consortium and its
advisers a number of concerns and questions which are required to
be addressed by the Consortium and wholly necessary to enable the
Board to responsibly and professionally address all shareholders in
light of the dual actions currently underway.
Shareholders are respectfully urged to support the current
Board.
Shareholders should also seek independent financial and legal
advice which the Board considers will support the Board's
stance.
Shareholders are advised by the Board NOT to undertake to
support the Requisitioners' resolutions, and vote against the
resolutions.
Do not abstain - shareholders are urged to vote against the
resolutions by Friday 2 March, the final date by which to lodge
proxy votes, or to attend the general meeting and vote in
person.
Victoria PLC Citigate Dewe Rogerson Arden Partners
Office: +44 (0) Mobile: +44 (0) Office: +44 (0)121
1562 749300 7785 703523 423 8900
Tel: +44 (0) 121
363 4035
Alan Bullock, Group Fiona Tooley Steve Douglas
Managing Director Corporate Finance
or Director
Ian Davies, Group
Finance Director
www.victoriaplc.com
LSE; Premium Listing
Ticker; VCP.L
This information is provided by RNS
The company news service from the London Stock Exchange
END
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