Victoria Regulatory News (VCP)

Victoria PLC

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

Directorate change

Victoria PLC, (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, announces that, with immediate effect, Alexander Anton and Geoff Wilding, both non-executive directors, have resigned from the Company's Board of Directors.

Contemporaneously, the Company is pleased to announce that David Garman and Roger Hoyle have today joined the Board as non-executive directors. Further information about Mr. Garman and Mr. Hoyle can be found in Annex A of this announcement.

Background

Sir Bryan Nicholson, Alexander Anton and Geoff Wilding, (the 'Non-Executive Directors') together with Victoria's Chairman, Katherine Innes Ker, were appointed at a General Meeting held on 6 March 2012, having proposed a strategy for the Group of maximising value and returns for all shareholders.

Since their appointment, the Board has undertaken a full strategic review of the Group's businesses and has unanimously concluded that Victoria's ongoing strategy should be to continue developing its Australian and UK businesses through sales growth, margin enhancement and a shift towards a distribution based business from its historic manufacturing and supply model. The Board has also concluded that corporate M&A activity would be considered where there are opportunities to generate accelerated returns to shareholders.

Board differences

Significant differences have, unfortunately, arisen between the Non-Executive Directors and the rest of the Board, including the Chairman, in relation to the execution of the Company's strategy in circumstances where the Non-Executive Directors expected a significant financial interest in its outcome.

In connection with the implementation of the Group's strategy, the Non-Executive Directors proposed that an incentive scheme should be set up under which they would potentially receive a substantial share of returns made to shareholders.

The other members of the Board, having taken independent advice, could not reach agreement on, or recommend to shareholders, the terms of the incentive scheme. A revised proposal from the Board was rejected by the Non-Executive Directors.

Victoria's Chairman, Katherine Innes Ker, said: "Today's Board changes reflect irreconcilable differences between the Non-Executive Directors and the rest of the Board as how best to execute the Company's strategy for the benefit of all shareholders and as to how proceeds arising from implementation of the strategy should be distributed."

"We have a clear and achievable strategy in place for the Company which the Board believes will maximise returns for all shareholders and which was supported by all Directors, including the Non-Executive Directors."

She concluded: "I am delighted to welcome Roger and David to Victoria. Their experience and knowledge will add significant value to the Board and the senior management team, assisting the business in its further development and the execution of our clear strategy for maximising returns for the benefit of all shareholders."

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Annex A

David Garman - Independent Non-Executive Director

Mr. Garman brings to Victoria a wealth of public company experience in addition to significant knowledge gained during a 35 year career within the manufacturing and logistics services sectors.

He is currently a Non-Executive Director of Phoenix IT Group plc, and the Senior Independent Director of St. Modwen Properties plc, positions he has held since 2008 and 2010 respectively. In addition, he chairs the Boards of two private equity backed companies, Deritend Industries Limited and JLA Limited.

In 1999, he was appointed Chief Executive of TDG, a listed logistics business, and over his nine year tenure developed the business from its roots in the UK into a European logistics and supply chain company, until it was acquired in 2008.

Prior to taking up his role at TDG, he spent 26 years in the food industry, working at United Biscuits for 20 years in a variety of management roles. From 1993 until 1999 he worked for Associated British Foods, where he was a Director and Chief Executive of its Allied Bakeries subsidiary.

Since 2008, Mr. Garman has focused on assisting public and private businesses in the development of their operational strategies. He has advised on a broad spectrum of subjects from business analytics and due diligence, to strategy development and performance improvement, ultimately for the benefit of stakeholders.

David Garman will join the Group's Audit, Remuneration and Nomination Committees.

Roger Hoyle FCA - Independent Non-Executive Director

A Chartered Accountant, Mr. Hoyle brings a strong background in corporate finance and business to the Company. His City career began in investment banking with County Bank before joining N M Rothschild, where he spent a decade. Based in Manchester, he helped build a growing corporate finance practice, advising a wide range of businesses involved in manufacturing.

He later moved into executive search and recruitment, founding Ashley Hoyle Limited in 1999, where he has driven its growth strategy and developed a leading position for the company within the senior management recruitment sector.

Roger is also a Non-Executive Director of the venture and growth capital fund management company, Enterprise Ventures Group Limited.

Mr. Hoyle will join the Group's Audit, Remuneration and Nomination Committees.

There are no other matters which require to be disclosed pursuant to paragraph 9.6.13R of the Listing Rules.