Victoria Regulatory News (VCP)

VICTORIA PLC

THIS ANNOUNCEMENT IS INTENDED FOR

HOLDERS OF THE SENIOR SECURED NOTES DUE 2024

Conditional Notice of Redemption to the Holders of the

€500,000,000 5.25% Senior Secured Notes due 2024

ISIN: XS2032590189 (Rule 144A) and XS2032590007 (Reg S)

Common Code: 203259018 (Rule 144A) and 203259000 (Reg S)

Victoria PLC (the "Issuer") hereby gives notice to the holders (the "Holders") of its €500,000,000 Senior Secured Notes due 2024 (the "Notes") (i) that it has elected to redeem all of the Notes that remain outstanding on March 19, 2021 (the "Fully Redeemed Notes"), subject to the satisfaction or waiver of the Issuer's own Financing Condition (as defined below) (the "Full Redemption"), and (ii) in the event that the Financing Condition is not satisfied or waived, that it will alternatively partially redeem (the "Partial Redemption") €72,082,000 in aggregate principal amount of the then outstanding principal amount of Notes (the "Partially Redeemed Notes"), in accordance with paragraphs 6 and 8 of the Notes and Sections 3.03, 3.04 and 3.07 of the indenture, dated as of July 26, 2019, by and among, inter alios, the Issuer, Deutsche Trustee Company Limited (the "Trustee"), National Westminster Bank plc, as security agent, Deutsche Bank AG, London Branch, as principal paying agent (the "Paying Agent"), and Deutsche Bank Luxembourg S.A., as transfer agent (the "Original Indenture"), as supplemented by a first supplemental indenture dated September 16, 2019 (the "First Supplemental Indenture"), a second supplemental indenture dated February 3, 2020 (the "Second Supplemental Indenture") and a third supplemental indenture dated February 22, 2021 (the "Third Supplemental Indenture," collectively with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Indenture").

Pursuant to a notice of conditional redemption dated February 23, 2021, the Issuer notified Holders of its intention to redeem €50,000,000 in aggregate principal amount of the Notes then outstanding at a redemption price of 103.000%, plus accrued and unpaid interest from January 31, 2021, to, the planned redemption date of March 9 (the "First Redemption").

Terms used, but not otherwise defined, in this notice of conditional redemption shall have the meanings ascribed to them in the Indenture.

The terms and conditions of the redemption are as follows:

1. The redemption date for the Fully Redeemed Notes or the Partially Redeemed Notes, as applicable, will be March 19, 2021 (the "Redemption Date") and the record date will be March 18, 2021 (unless postponed in accordance with paragraph 4 hereof). The aggregate redemption price for the Fully Redeemed Notes (assuming the Redemption Date for the Fully Redeemed Notes is not postponed in accordance with paragraph 4 hereof) or the Partially Redeemed Notes, as applicable, is:

a. €337,746,551.37, which comprises of (i) €322,082,000 in aggregate principal amount of the outstanding principal amount of the Notes (after giving effect to the First Redemption) at a redemption price of 100.000%, (ii) the Applicable Redemption Premium equal to €13,363,007.08 million and (iii) accrued and unpaid interest from January 31, 2021, to, the Redemption Date of €2,301,544.29 (the "Full Redemption Price"); or

b. In the event the Financing Condition is not satisfied, €75,587,728.95, which comprises of (i) €72,082,000 in aggregate principal amount of the outstanding principal amount of the Notes (after giving effect to the First Redemption) at a redemption price of 100.000%, (ii) the Applicable Redemption Premium equal to €2,990,642.99 million and (iii) accrued and unpaid interest from January 31, 2021, to, the Redemption Date of €515,085.96 (the "Partial Redemption Price").

2. The Notes will be redeemed in accordance with paragraph 6 of the Notes.

3. The redemption of the Fully Redeemed Notes is conditional upon receipt by the Paying Agent of sufficient funds to pay the Full Redemption Price payable to the Holders on or before the Redemption Date from the issuance of new senior secured debt securities by the Issuer (the "Financing Condition"). In the event that the Financing Condition set forth herein is not satisfied or waived by the Issuer, only the Partially Redeemed Notes shall be deemed due and payable on the Redemption Date. The Issuer will inform Holders of Notes by press release as to whether the Financing Condition will, in the sole discretion of the Issuer, be satisfied or waived. If the Financing Condition is not satisfied or waived, any Notes previously surrendered to the relevant Paying Agent in excess of the aggregate principal amount of Partially Redeemed Notes shall be returned to the Holders thereof and the redemption will be revoked.

4. In the event that, in the Issuer's reasonable belief, the Financing Condition will be satisfied at a date later than the Redemption Date, the Issuer may postpone the Redemption Date for the Fully Redeemed Notes by issuing a supplemental notice one (1) Business Day prior to the Redemption Date; provided that (i) the postponed Redemption Date is at least ten (10) days and not more than sixty (60) days after the date of this Conditional Notice of Redemption and (ii) the Issuer sends the supplemental notice indicating the postponed Redemption Date, corresponding record date and the Redemption Price.

5. The Fully Redeemed Notes or Partially Redeemed Notes (as applicable) must be presented and surrendered to the Paying Agent, which is Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester House, London EC2N 2DB, United Kingdom (Attention: Debt & Agency Services; Facsimile No.: +44 207 547 6149; Email: tss-gds.eur@db.com), to collect the Redemption Price.

6. Unless the Issuer and the Guarantors default in paying the Full Redemption Price or the Partial Redemption Price (as applicable), interest and Additional Amounts, if any, on the Fully Redeemed Notes (or a portion thereof) or the Partially Redeemed Notes (or a portion thereof), as applicable, shall cease to accrue on and after the Redemption Date. Subsequent to the Full Redemption, if applicable, the only remaining right of Holders of the Notes is to receive payment on the Redemption Date of the Full Redemption Price upon surrender to the Paying Agent of the Notes redeemed.

7. The ISIN and Common Code numbers in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Conditional Notice of Redemption or printed on the Notes. Reliance may be placed only on the other identification numbers printed on the Notes.

8. This conditional notice of redemption is given on March 9, 2021.

This notice is given by Victoria PLC.

Enquiries about the above notice should be directed to the Issuer as set out below:

Victoria PLC

Worcester Road, Kidderminster,

Worcestershire DY10 1JR

United Kingdom

This announcement does not constitute an offer to sell by Victoria PLC as Issuer or the solicitation of an offer to buy securities in any jurisdiction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. It may be unlawful to distribute this document in certain jurisdictions.

This announcement contains certain forward-looking statements with respect to certain of the Issuer's current expectations and projections about future events. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.