Victoria PLC Proposed Special Dividend & Notice of EGM (2138K)
23 Junho 2014 - 3:00AM
UK Regulatory
TIDMVCP
RNS Number : 2138K
Victoria PLC
23 June 2014
23 June 2014
Victoria PLC
('Victoria' or the 'Company')
Proposed Special Dividend, Proposed Related Party
Transactions,
Proposed Waiver of Rule 9 of the Takeover Code and
Notice of General Meeting
Victoria PLC, (LSE: VCP) the international designers,
manufacturers and distributors of innovative floorcoverings, is
pleased to announce, subject to shareholder approval, a proposed
special dividend of GBP2.92 per Existing Ordinary Share ("Special
Dividend").
In February 2013 Victoria's shareholders approved the terms of a
contract for differences which was subsequently entered into by the
Company on 19 April 2013 (the "Contract"). The payment of the
Special Dividend will entitle Camden Holdings Limited ("Camden"),
the owner of the Contract to terminate the Contract, which will
oblige the Company to make a cash payment pursuant to the terms of
the Contract ("Cash Amount"). Camden is a company owned by The
Camden Trust of which Mr. Wilding, Executive Chairman, is the
settlor and a discretionary beneficiary.
For reasons set out in the circular to Shareholders dated 20
June 2014 ("Circular"), the Company is seeking the approval of
Shareholders to issue New Ordinary Shares to Camden as it has
agreed with the Company that it will re-invest the entire Cash
Amount in subscribing for the New Ordinary Shares. This will result
in no net cash payment by the Company under the Contract (the
"Proposal"). Following the subscription for the New Ordinary Shares
in connection with the Proposal, Camden will be interested in
Ordinary Shares representing 50 per cent. of the enlarged issued
share capital and voting rights of the Company.
The Takeover Code applies to the Company and as such the
Shareholders are entitled to the protection afforded by the
Takeover Code.
The Takeover Panel has agreed, subject to the approval of the
Independent Shareholders on a poll at the General Meeting, to waive
the obligation for Camden to make a general offer (Rule 9 of the
Takeover Code) that would otherwise arise as a result of the issue
of the New Ordinary Shares pursuant to the Proposal.
The Independent Directors, having consulted with Cantor
Fitzgerald, the Nominated Adviser of the Company, consider that the
terms of the Proposal and the terms of the Conditional Option
Agreement are fair and reasonable insofar as the Company's
Shareholders are concerned.
Andrew Harrison, Senior Independent Non-Executive Director of
Victoria PLC, commented: "We are delighted to be proposing a
Special Dividend to shareholders and further that Camden has
conditionally agreed to subscribe for shares in the Company. We
therefore recommend that shareholders vote in favour of all
Resolutions at the General Meeting."
The Independent Directors, having been so advised by Cantor
Fitzgerald, consider that the terms of the Transaction to be fair
and reasonable and in the best interests of Shareholders as a
whole. In providing advice to the Independent Directors, Cantor
Fitzgerald has taken into account the Independent Directors'
commercial assessments.
Accordingly, the Independent Directors unanimously recommend
that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting. The Independent Directors who are also
Shareholders intend to vote in favour of all the Resolutions in
respect of their own beneficial holdings of Ordinary Shares which
amount to 29,993 Ordinary Shares, representing approximately 0.42
per cent. of the Existing Ordinary Shares.
Further details are provided in the Circular which has been
posted to Shareholders and is also available on the Company's
website at www.victoriaplc.com.
A general meeting of the Company is to be held at the offices of
Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ at 10.00 a.m.
on 9 July 2014 ("General Meeting").
Key dates in respect of the proposed Special Dividend will be
provided in due course; however the Ordinary Shares cannot become
ex-div until shareholder approval at the General Meeting has been
obtained.
All definitions contained in this announcement have the same
meaning as those defined in the Circular.
For more information contact:
Victoria PLC +44 (0) 15
Geoff Wilding 6274 9300
Cantor Fitzgerald Europe
Rick Thompson, David Foreman
(Corporate finance)
Richard Redmayne (Corporate +44 (0) 20
broking) 7894 7000
MHP
Nick Denton +44 (0) 20
Vicky Watkins 3128 8100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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