Victoria PLC - Exchange Offer for 2028 notes

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

News Release

September 22, 2025

Victoria PLC

("Victoria", the "Company", or the "Group")

Announcement of Exchange Offer of 2028 Notes

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today that it has commenced a voluntary exchange offer (the "Exchange Offer") for its €250.0 million aggregate principal amount of 3¾% Senior Secured Notes due 2028 (of which €166.6 million is outstanding) (the "2028 Notes"). Eligible Holders (as defined below) may tender their 2028 Notes for newly issued Second Priority Senior Secured PIK Notes due 2031 of the Company (the "New Notes") at a significant premium to the current trading price of the 2028 Notes.

Exchange Offer

Under the Exchange Offer, the New Notes will:

·    bear interest at a rate of 12% per annum, and interest will be paid-in-kind;

·    have a six-year term from the date of completion, maturing in 2031 with a springing maturity ahead of any outstanding 2028 Notes; and

·    be secured by various collateral with a lien, provided that, to the extent any enforcement of collateral occurs, the New Notes will rank junior to the super senior facilities and the Company's outstanding 9.875% senior secured notes due 2029 (the "2029 Notes"), but senior to the Original Notes (as defined below), including the 2028 Notes, with respect to the distribution of such proceeds.

Key Dates for the Exchange Offer

Eligible Holders of 2028 Notes who validly deliver their exchange instructions at or prior to the Expiration Time (as defined below) and do not validly revoke them prior to the Withdrawal Deadline (as defined below) will be eligible to receive €525 per €1,000 of 2028 Notes tendered.

Eligible Holders of 2028 Notes who validly deliver their exchange instructions at or prior to the Early Tender Deadline (as defined below) and do not validly revoke them prior to the Early Tender Deadline will be eligible to receive an additional €25 per €1,000 of 2028 Notes tendered early participating fee (the "Early Tender Consideration").

The Exchange Offer will expire at 5:00 p.m. (New York time), on October 20, 2025, unless extended, re-opened, amended or earlier terminated by the Company (the "Expiration Time"). Eligible Holders who validly tender (and do not validly withdraw) their 2028 Notes at or before 5:00 p.m. (New York time) on October 3, 2025 (the "Early Tender Deadline") will be eligible to receive the Early Tender Consideration.

The following is a summary of the key dates and deadlines, with all times expressed in New York time:

·    Launch Date: September 22, 2025

·    Early Tender Deadline: 5:00 p.m., October 3, 2025

·    Withdrawal Deadline: 5:00 p.m., October 3, 2025

·    Expiration Time: 5:00 p.m., October 20, 2025

·    Final settlement: Expected within three business days after Expiration Time

The Exchange Offer is not being offered to holders of the Company's 1% senior secured notes due 2031 (the "2031 Notes" and, together with the 2028 Notes, the "Original Notes"). The Company is not offering to exchange any 2029 Notes or 2031 Notes in connection with this Exchange Offer.

The Exchange Offer is subject to customary conditions, including a minimum exchange condition that not less than 50% of the aggregate principal amount of the 2028 Notes be validly tendered and not withdrawn (the "Minimum Condition"), which condition may be waived by the Company in its sole discretion, subject to applicable law.

Additional Information Regarding the Exchange Offer

The Company reserves the right to terminate, withdraw, amend, or extend the Exchange Offer at any time and for any reason, as described in the Exchange Offer Memorandum.

The settlement of the Exchange Offer will be conditioned upon at least 50% of the aggregate principal amount of the 2028 Notes then outstanding having validly submitted an exchange instruction (and such instruction not having been validly withdrawn) at or prior to the Expiration Time and the satisfaction of certain customary conditions, each of which the Company may waive, in whole or in part, in its sole and absolute discretion.

Participation in the Exchange Offer is limited to holders who, among other things, are (i) "qualified institutional buyers" (as that term is defined in Rule 144A under the Securities Act) transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S. Securities Act, or (ii) holders who are not "U.S. persons" (as that term is defined in Rule 902 under the U.S. Securities Act) that are outside the United States transacting in an offshore transaction in accordance with Regulation S under the Securities Act (and if they are resident in any member state of the European Economic Area ("EEA") or the United Kingdom, they are not "retail investors" in the EEA or the United Kingdom) (each such Noteholder, an "Eligible Holder").

The Company has retained Kroll Issuer Services Limited in their roles as exchange and information agent (the "Exchange and Information Agent") in connection with the Exchange Offer. Copies of the Exchange Offer Memorandum for Eligible Holders of the 2028 Notes may be obtained from Kroll Issuer Services Limited at https://deals.is.kroll.com/victoria.

Eligible Holders are urged to review the Exchange Offer Memorandum for the detailed terms of the Exchange Offer.

Forward Looking Statements

This announcement includes "forward-looking statements". Forward-looking statements are based on the Company's beliefs and assumptions and on information currently available to the Company, and include, without limitation, statements regarding the Company's business, financial condition, strategy, results of operations, certain of the Company's plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "seek," "anticipate," "estimate," "predict," "potential," "assume," "continue," "may," "will," "should," "could," "shall," "risk" or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition and liquidity and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this press release. The Company undertakes no obligation, and does not intend to update these forward-looking statements.

Cautionary Statement

This announcement and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.

This press release does not constitute or form part of and should not be construed as (i) a tender or exchange offer for, or an offer to sell, or a solicitation of an offer to buy, the 2028 Notes, the 2029 Notes, the 2031 Notes or the New 2PN Notes or (ii) an offer of, an invitation to offer, or a solicitation of an offer to buy, securities for sale in the United States of America or in any other jurisdiction or an inducement to enter into investment activity. No part of this press release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

Under no circumstances shall the Exchange Offer Memorandum constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the 2028 Notes or New 2PN Notes in any jurisdiction. The Exchange Offer shall not be considered an "offer of securities to the public," or give rise to or require a prospectus in a EEA member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. The Exchange Offer is not being made to holders or beneficial owners of the 2028 Notes in any jurisdiction in which it is unlawful to make the Exchange Offer.

None of the Company, the Trustee, the Exchange and Information Agent or any other person makes any recommendation as to whether or not holders of the 2028 Notes should participate in the Exchange Offer. Each Eligible Holder must make its own decision as to whether or not to participate. Holders are advised to check with any bank, securities broker or other intermediary through which they hold their 2028 Notes when such intermediary would need to receive instructions from a noteholder in order for such Eligible Holder to participate in, or to validly revoke their instruction to participate in, the Exchange Offer by the deadlines specified above.

The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of electronic tender instructions may be earlier than the relevant deadlines specified in the Exchange Offer Memorandum.

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the Exchange Offer Memorandum is for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Exchange Offer Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Exchange Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.

The making of the Exchange Offer may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Exchange Offer Memorandum comes must inform themselves about and observe these restrictions.

This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.

The person responsible for arranging the release of this announcement on behalf of the Company is Alec Pratt, Chief Financial Officer.

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For more information contact:

About Victoria PLC (www.victoriaplc.com)

Established in 1895 and listed since 1963 and on AIM since 2013 (VCP.L), Victoria PLC, is an international manufacturer and distributor of innovative flooring products. The Company, which is headquartered in Worcester, UK, designs, manufactures and distributes a range of carpet, flooring underlay, ceramic tiles, LVT (luxury vinyl tile), artificial grass, rugs and flooring accessories.

Victoria has operations in the UK, Spain, Italy, Belgium, the Netherlands, Germany, Turkey, the USA, and Australia and employs approximately 5,350 people across more than 30 sites. Victoria is Europe's largest carpet manufacturer and the second largest in Australia, as well as the largest manufacturer of underlay in both regions.

The Company's strategy is designed to create value for its shareholders and is focused on consistently increasing earnings and cash flow per share via acquisitions and sustainable organic growth.