"International designers and manufacturers of innovative quality floorcoverings"
Issued on behalf of Victoria PLC by Citigate Dewe
Rogerson
Date: Friday 13 January 2012 Immediate Release
On 21 December 2011, the Board of Victoria PLC (the "Board")
announced that a consortium was threatening to requisition
the Company to convene a General Meeting ("General Meeting")
at which the consortium would be seeking the replacement of
all of the Company's current Independent Non-Executive
Directors and replacing them with its own preferred
candidates.
The Board has been discussing its strategy for the business
with a wide range of its shareholders. Whilst the Board
remains confident that it already has in place a strong
commercial and transformational strategy which has not yet
been fully unveiled to stakeholders due to commercial
sensitivities, it has become apparent during shareholder
discussions that a number of shareholders, whilst supportive
of the Board and its strategy, would like the Board to
explore the option of accelerating the realisation of
shareholder value.
Consequently, the Board announces that it has appointed BDO
LLP to conduct a formal sale process of the Company or its
operating businesses with the objective of realising maximum
value for shareholders, whilst safeguarding the interests of
all stakeholders.
The Company is conducting the formal sale process as set out
below.
Any interested party will be required to enter into a
non-disclosure agreement with the Company on reasonable terms
satisfactory to the Board and on the same terms, in all
material respects, as the other interested parties, before
being permitted to participate in the process. The Company
intends to release an information memorandum next week to
those participants. It is intended that those parties who
submit expressions of interest that are acceptable to the
Board and its advisors will be taken forward to the next
phase of the formal sale process and will be given access to
a data room and management following which interested parties
shall be invited to submit their proposals to the Company.
The Board will then discuss acceptable proposals with
relevant parties with a view to agreeing an offer with one
party which it is able to recommend to shareholders. The
Board is currently targeting a deadline of the end of
February 2012 for the announcement of a firm offer for the
Company or its operating businesses.
The Takeover Panel has granted a dispensation from the
requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code (the "Code")
such that any interested party participating in the formal
sale process will not be required to be publicly identified
as a result of this announcement (subject to note 3 to Rule
2.2 of the Code) and will not be subject to the 28 day
deadline referred to in Rule 2.6(a), for so long as it is
participating in the formal sale process.
The Board reserves the right to alter any aspect of the sale
process as outlined above or to terminate it at any time and
in such cases will make an announcement as appropriate.
The Board reserves the right to reject any approach or
terminate discussions with any interested party or
participant at any time. There can be no certainty that any
offer will be made for the Company or its operating
businesses, or even proposed, or as to the level of any
proposal or offer that may be made.
Following this announcement, the Company is now considered to
be in an 'Offer period' as defined in the Code, and
the dealing disclosure requirements listed below will
apply.
The Board will provide shareholders with an update as soon as
practicable.
Alan Bullock, Group Managing Director Ticker: VCP.L Ian Davies, Group Finance Director
Arden Partners plc Office: +44 (0)121 423 8900Steve Douglas
Chris Thomas
BDO LLP Office: +44 (0)121 352 6200John Stephan
Satvir Bungar
Susan Brice
Citigate Dewe Rogerson Mobile: +44 (0) 7785 703523Fiona Tooley, Director
Disclosure in accordance with Rule 2.10 of the Takeover CodeIn 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.
distribué par | Ce noodl a été diffusé par Victoria plc et initialement mise en ligne sur le site http://www.victoria.plc.uk. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-13 13:05:09 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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