Victoria Regulatory News (VCP)

23 June 2014

Victoria PLC

('Victoria' or the 'Company')

Proposed Special Dividend, Proposed Related Party Transactions,

Proposed Waiver of Rule 9 of the Takeover Code and

Notice of General Meeting

Victoria PLC, (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, is pleased to announce, subject to shareholder approval, a proposed special dividend of £2.92 per Existing Ordinary Share ("Special Dividend").

In February 2013 Victoria's shareholders approved the terms of a contract for differences which was subsequently entered into by the Company on 19 April 2013 (the "Contract"). The payment of the Special Dividend will entitle Camden Holdings Limited ("Camden"), the owner of the Contract to terminate the Contract, which will oblige the Company to make a cash payment pursuant to the terms of the Contract ("Cash Amount"). Camden is a company owned by The Camden Trust of which Mr. Wilding, Executive Chairman, is the settlor and a discretionary beneficiary.

For reasons set out in the circular to Shareholders dated 20 June 2014 ("Circular"), the Company is seeking the approval of Shareholders to issue New Ordinary Shares to Camden as it has agreed with the Company that it will re-invest the entire Cash Amount in subscribing for the New Ordinary Shares. This will result in no net cash payment by the Company under the Contract (the "Proposal"). Following the subscription for the New Ordinary Shares in connection with the Proposal, Camden will be interested in Ordinary Shares representing 50 per cent. of the enlarged issued share capital and voting rights of the Company.

The Takeover Code applies to the Company and as such the Shareholders are entitled to the protection afforded by the Takeover Code.

The Takeover Panel has agreed, subject to the approval of the Independent Shareholders on a poll at the General Meeting, to waive the obligation for Camden to make a general offer (Rule 9 of the Takeover Code) that would otherwise arise as a result of the issue of the New Ordinary Shares pursuant to the Proposal.

The Independent Directors, having consulted with Cantor Fitzgerald, the Nominated Adviser of the Company, consider that the terms of the Proposal and the terms of the Conditional Option Agreement are fair and reasonable insofar as the Company's Shareholders are concerned.

Andrew Harrison, Senior Independent Non-Executive Director of Victoria PLC, commented: "We are delighted to be proposing a Special Dividend to shareholders and further that Camden has conditionally agreed to subscribe for shares in the Company. We therefore recommend that shareholders vote in favour of all Resolutions at the General Meeting."

The Independent Directors, having been so advised by Cantor Fitzgerald, consider that the terms of the Transaction to be fair and reasonable and in the best interests of Shareholders as a whole. In providing advice to the Independent Directors, Cantor Fitzgerald has taken into account the Independent Directors' commercial assessments.

Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Independent Directors who are also Shareholders intend to vote in favour of all the Resolutions in respect of their own beneficial holdings of Ordinary Shares which amount to 29,993 Ordinary Shares, representing approximately 0.42 per cent. of the Existing Ordinary Shares.

Further details are provided in the Circular which has been posted to Shareholders and is also available on the Company's website at www.victoriaplc.com.

A general meeting of the Company is to be held at the offices of Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ at 10.00 a.m. on 9 July 2014 ("General Meeting").

Key dates in respect of the proposed Special Dividend will be provided in due course; however the Ordinary Shares cannot become ex-div until shareholder approval at the General Meeting has been obtained.

All definitions contained in this announcement have the same meaning as those defined in the Circular.

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