TIDMVCP
RNS Number : 0374Y
Victoria PLC
24 February 2012
"International designers and manufacturers of innovative quality
floorcoverings"
Issued on behalf of Victoria PLC by Citigate Dewe Rogerson
Date: Friday 24 February 2012 Immediate Release
Victoria PLC
(The "Company" or "Victoria")
Shareholder update on the formal sales process
-- Background to the formal sales process being instigated
Following the announcement made by Victoria on 21 December 2011
that the Board of the Company hadbecome aware that a consortium was
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, on
17 January 2012 the Board subsequently received a valid requisition
requiring it to convene the General Meeting. All shareholders were
sent by the Company on 7 February 2012, a notice convening the
General Meeting for 2.00 pm on 6 March 2012.
Certain Shareholders expressed the preference of having 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 could have a real
choice. Of course, the Company can only be sold by shareholders
agreeing to accept an offer for their shares.
As set out in the 13 January 2012 announcement, the Company set
a deadline for proposals for the Company or its operating
businesses to be submitted to the Company's advisers with the
objective of being in a position to announce a firm offer by the
end of February 2012. The Board was confident that this process
would deliver real choice, by the time of the General Meeting on 6
March 2012, by giving Shareholders the opportunity to realise value
for passing control of the Company through the formal sales process
or the opportunity of supporting the Board's current
transformational strategy.
-- Update on the formal sales process
The Company is pleased to announce that the formal sales process
identified a good number of parties who expressed a firm interest
in the Victoria business.
Discussions had been on-going with various interested parties,
and to date the Company's advisers, BDO LLP had received
conditional indicative offers for the Company, some of which had
been in a range that the Board were likely to be able to recommend
to Shareholders. These were at a significant premium to the share
price at the 20 December 2011, the day before the original
announcement of the statement to all shareholders by the Company in
relation to a possible requisition.
However, the Board is of the opinion that the current
requisition process has not only deterred some parties from making
an indicative offer in the first place but may have also impacted
upon the terms of those indicative offers that were submitted.
Concern has been expressed by all of the interested parties that
if the requisitioners succeed in their objective to change the
composition of the Board, then any firm offer made at this time
would be rejected by the proposed new Board resulting in
significant time and due diligence costs being incurred by those
parties without the certainty of a firm offer being successfully
completed.
For the above reasons, the Board, whilst being very encouraged
that the formal sales process delivered good conditional indicative
offers for the Company, believes that it should now suspend the
formal sales process until the outcome of the requisition process
is known.
For the avoidance of doubt, the Company will remain in an offer
period as defined under The Takeover Code whilst the formal sales
process is suspended.
This decision is considered by the Board to be the appropriate
course of action and in the best interests of shareholders as a
whole, who will be informed of further developments as soon as
practicable.
Enquiries:
Victoria PLC Arden Partners BDO LLP
Office: +44 (0) 1562 Office: +44 (0)121 John Stefan, Partner/Corporate
749300 423 8900 Finance
Alan Bullock, Group Managing Steve Douglas Tel: +44 (0) 121 352 6200
Director Corporate Finance
Or Director
Ian Davies, Group Finance
Director
LSE; Premium Listing Citigate Dewe Rogerson
Ticker: VCP Mobile: +44 (0) 7785 703523
www.victoriaplc.com Tel: +(0)121 362 4035
Fiona Tooley
Should the General Meeting not be withdrawn, Shareholders are
respectfully urged to support the current Board and NOT to
undertake to support the Requisitioners' resolutions, and vote
against the resolutions.
Do not abstain - shareholders are urged to lodge their vote or
ensure their proxy vote is lodged by 2.00 pm on Friday 2 March
2012, the final date by which to lodge proxy votes, and/or to
attend the general meeting and vote in person.
Disclosure in accordance with Rule 2.10 of the Takeover Code
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Takeover Code"), Victoria has 6,943,556 ordinary
shares of 25 pence each in issue, these being the only relevant
securities it has in issue within the meaning of the Takeover Code.
The ISIN reference number for these securities is GB0009290080.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of
Victoria or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Victoria and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of Victoria or of a paper
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of Victoria or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of
Victoria or of any paper offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) Victoria and (ii) any paper offeror, save
to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 p.m. (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Victoria or a paper offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by Victoria and
by any offeror and Dealing Disclosures must also be made by
Victoria, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4).
Details of Victoria and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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