TIDMVCP
RNS Number : 0290T
Victoria PLC
30 September 2014
30 September 2014
Victoria PLC
('Victoria' or the 'Company')
Acquisition of Abingdon Flooring Limited
GBP10m subordinated 2022 unsecured loan note facility from the
Business Growth Fund ("BGF") and
New Board Appointment
Acquisition
Victoria PLC, (LSE: VCP) a manufacturer, supplier and
distributor of design-led carpets and floorcoverings, is pleased to
announce the acquisition of Abingdon Flooring Limited, a UK carpet
manufacturer and its wholly owned subsidiaries, Alliance
Distribution Limited and Distinctive Flooring Limited (together
"Abingdon")(the 'Acquisition'), for an initial cash consideration
of GBP7.655m. Additional deferred cash consideration of up to
GBP4.5m will be payable to the vendors of Abingdon if annual
performance targets for increased EBIT are achieved over a three
year period. Victoria will retain Abingdon's existing bank
facilities with RBS.
Operating from facilities in South Wales, Kidderminster, and
Yorkshire, and employing a workforce of more than 500 people,
Abingdon manufactures and distributes mid-range carpets, carpet
tiles and hard flooring across the UK, producing in excess of nine
million square metres of carpet per annum. Abingdon is one of the
UK's largest privately owned manufacturers of quality carpets,
producing a wide range of products under their market leading
brands of Stainfree, Wilton Royal and Distinctive Flooring. All key
senior management will be remaining with the business and it will
continue to operate independently, whilst benefiting from the
synergies of an enlarged Group, in its ongoing drive for growth.
For the financial year ended 31 March 2014 Abingdon generated
turnover of GBP75.1m, EBIT of GBP2.5m and profit before tax of
GBP2.2m. Net assets were GBP8.2m (Year ended 31 March 2013:
turnover GBP70.3m, EBIT of GBP1.64m, profit before tax of GBP1.35m,
and net assets of GBP6.75m).
The Acquisition is in line with Victoria's strategy of growing
its business with earnings enhancing acquisitions. The annual
turnover of the enlarged Group will be more than GBP160m, operating
from 6 manufacturing sites in the UK and 2 in Australia.
2022 Unsecured Loan Note Facility
The Abingdon acquisition will be funded using facilities
provided by the Company's long-standing bankers, Barclays Bank, and
from its newly-signed fully-subordinated GBP10m 2022 unsecured loan
note facility ("Loan Note") provided by BGF.
BGF is a UK active growth capital investor in small mid-sized
companies, with up to GBP2.5bn to invest and is backed by five of
the UK's main banking groups - Barclays, HSBC, Lloyds, RBS and
Standard Chartered but is a fully independent organisation. This is
BGF's first investment into a quoted public company.
The Loan Note carries a fixed coupon of 10 per cent, but with no
capital repayment for the first five years, with capital then being
repaid over the following three years. BGF has also been granted an
option over 746,000 new Victoria ordinary 25p shares, representing
5 per cent. of the Company's deemed enlarged issued share capital.
These options have an exercise price of GBP2.86p, being the latest
closing mid-market price prior to completion. The options are
exercisable, inter alia, on the earlier of (i) three years from the
date of grant, (ii) a change of control pursuant to a takeover of
the Company, and (iii) Geoff Wilding ceasing to be beneficially
interested in 30 per cent or more of issued share capital of the
Company.
Board Appointment
Gavin Petken, BGF's Regional Director for The Midlands will join
the Victoria board. Gavin joined BGF in 2013 to develop the firm's
local investment activities in the Midlands region for smaller
entrepreneurial companies. He has also been actively involved with
BGF's major strategic initiative to extend the firm's provision of
growth capital to listed companies providing similar access to long
term funding. He was previously a Managing Director with RBS where
he worked for over 12 years, latterly as a senior member of the
team in RBS' Non-Core division, managing the operational
improvement and exit of a number of companies. Previously he worked
in RBS' private equity division. Before moving to RBS, Gavin headed
the investment team of a venture capital fund backed by US fund
Providence Equity Partners and before that spent 4 years in M&A
working for Close Brothers Corporate Finance on public market and
private transactions. He is a Chartered Accountant, qualifying with
Arthur Andersen in London.
Mr Petken entered a letter of appointment with the Company dated
30 September 2014. The appointment is terminable by BGF on notice
to the Company or terminable by the Company automatically in
specified circumstances. There is no annual fee payable to Mr
Petken in respect of his services to the Company. BGF will receive
an annual fee commensurate with that paid to the Company's
NED's.
Gavin Christopher Petken, aged 43, is or has been in the
previous 5 years, a director of the following companies:
Current directorships Former directorships
---------------------- ----------------------------------
Digichannel Limited RBDC Investments Limited
---------------------- ----------------------------------
Royal Bank Development Capital
Limited
---------------------- ----------------------------------
Royal Bank Ventures Investments
Limited
---------------------- ----------------------------------
Royal Bank Ventures Limited
---------------------- ----------------------------------
SMBC Aviation Capital (UK)
Limited
---------------------- ----------------------------------
Gate Leasing Limited
---------------------- ----------------------------------
RBS Aerospace Limited
---------------------- ----------------------------------
International Aviation Management
(CI) Limited
---------------------- ----------------------------------
The Company confirms that there is no other information which is
required to be disclosed pursuant to Schedule 2 paragraph (g) of
the AIM Rules for Companies.
Geoff Wilding, Executive Chairman of Victoria, commented:
"We are delighted that the Company has acquired Abingdon with
the support of BGF. The acquisition of Abingdon Flooring represents
the second significant step forward for Victoria, following the
acquisition of Westex in December last year. By integrating
Abingdon into the Group, we anticipate accelerating Victoria's
growth by enhancing its combined offering and reach across the
UK.
"Overall, when added to our existing operations the two
acquisitions have together substantially increased the scale,
breadth and reach of Victoria's offering and are expected to be
immediately earnings enhancing. Our focus is on integrating the
business and delivering the synergies and growth we have
identified."
Gavin Petken, BGF's Regional Director for the Midlands who joins
Victoria's board, commented:
"Victoria has built a fantastic reputation in the UK and
overseas for supplying a wide range of quality flooring materials.
We saw this as an excellent opportunity to back a company with
global ambitions and the potential to expand organically and
through acquisitions such as Abingdon."
For more information contact:
Victoria PLC +44 (0) 15 6274
Geoff Wilding Executive Chairman 9300
Cantor Fitzgerald Europe
Rick Thompson +44 (0) 20 7894
David Foreman 7000
MHP
Nick Denton +44 (0) 20 3128
Vicky Watkins 8100
Notes for Editors:
Business Growth Fund
BGF is an active UK growth capital investor in small and mid-
sized companies. It was established in 2011 as an independent
company, with up to GBP2.5bn to invest and a mandate to support the
growth of British smaller and mid-sized businesses (usually
generating a turnover of between GBP5m-GBP100m).
This transaction marks the first time that BGF has invested in a
publicly listed company. BGF's investment is unsecured and
flexible, in line with its approach as a provider of capital to
support companies' development over the longer term. Investing in
listed companies is a natural next step for BGF in its drive to
provide long-term equity investment to those growing companies that
do not have enough access to this source of capital.
BGF makes long-term equity investments of between GBP2m and
GBP10m in businesses with the potential to grow and in turn
receives a minority stake and a seat on the board.
BGF is backed by five of the UK's main banking groups -
Barclays, HSBC, Lloyds, RBS and Standard Chartered but is a fully
independent organisation. For more information, visit
www.bgf.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAANEDLNLEFF
Victoria (LSE:VCP)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Victoria (LSE:VCP)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
