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NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES (OR TO U.S. PERSONS) OR 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
News Release
19 July 2019
THIS RELEASE CONTAINS INSIDE INFORMATION
Victoria PLC("Victoria", the "Company", or the "Group")
Announcement of pricing of €330 million senior secured notes
Victoria PLC (LSE: VCP) is pleased to announce today that it has successfully offered €330 million 5¼% fixed rate senior secured notes due 2024 ("Notes"). The offering, which is leverage neutral, was 3x over-subscribed.
The Notes, which will be issued at par, will be general, senior obligations of the Company and will be guaranteed by certain of the Company's subsidiaries.
The Notes will rank pari passu with a £143 million term loan provided by the Company's relationship banks, which amortises with an average maturity of 3.6 years and has an initial margin of 3.25%, expected to step down as the Company de-levers over time.
Interest on the Notes will be payable semi-annually in arrears. The offering of the Notes is expected to close and the Notes are expected to be issued on or about 26 July 2019, subject to customary conditions precedent for similar transactions.
Following the issue of the Notes, the Group is expected to have approximately £80 million of cash.
FOR FURTHER INFORMATION CONTACT:
Victoria PLC (+44 (0) 1562 749 610) Geoff Wilding Philippe Hamers Michael Scott | Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) (+44 (0) 20 7894 7000) Rick Thompson, Phil Davies, Will Goode (Corporate Finance) Caspar Shand Kydd, Andrew Keith (Equity Sales) |
Berenberg (Joint Broker) (+44 (0) 203 207 7800) Ben Wright, Mark Whitmore, Laure Fine (Corporate Broking) | Buchanan Communications (Financial PR) (+44 (0) 20 7466 5000) Charles Ryland Victoria Hayns Madeleine Seacombe Tilly Abraham |
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes will not be registered under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer making the offer and its management and financial statements. No public offering of the Notes has been or will be made in the United States. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act
This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words "expect," "anticipate," "continue," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information future events or otherwise, unless so required by applicable securities laws. Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
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 Michael Scott, Group Finance Director.