Victoria Regulatory News (VCP)

For Immediate Release 5 August 2022

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Victoria PLC

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

Purchase of Own Shares

Victoria Plc. announces that yesterday it purchased 32,500 of its ordinary shares of 5 pence each ("Ordinary Shares") at an average price of 365.5 pence per share pursuant to the authorities obtained at the Company's last annual general meeting to make market purchases up to a maximum aggregate of 11,685,190 Ordinary Shares.

The Board believes that the current share price is materially below the intrinsic value of the business and indeed at the current levels few alternatives exist for capital deployment that will provide equivalently high, risk-weighted returns.

When making the decision to repurchase shares, the Board carefully considered the Company's current financial strength and resources available, its trading outlook, and global economic uncertainties. As confirmed in the recent FY2022 preliminary results announcement, Victoria has traded in line with expectations for the current year and continues to generate significant positive cash flow. Notwithstanding the consideration paid for the Balta acquisition in April, the Group remains with more than £200 million of liquidity (cash and undrawn credit lines) - an amount that is expected to increase materially this year.

The Board emphasises that this is not the start of a longer-term programme to return capital to shareholders. However, subject to maintaining strict price discipline and operating within the regulatory limits, the Company may continue to buy shares up to the maximum permitted under the current authority provided by shareholders at the last AGM.

Aggregated information:

The repurchased shares will be held in Treasury, to be re-deployed when appropriate in a manner that will continue to create wealth for shareholders. Following the purchase of these shares, Victoria holds 8,770,685 of its Ordinary Shares in treasury and has 116,693,982 Ordinary shares in issue (excluding treasury shares). This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency.

Executive Chairman, Geoff Wilding, commented,

"Share buybacks are not something to be undertaken lightly. However, there are times when the fundamental economics of doing so are utterly compelling. This is one of those times.

This buyback will result in a transfer of wealth from the selling shareholders to those that continue to hold their shares. However, given Victoria recently published its FY2022 results and provided guidance around expected FY2023 trading, we plan to continue to take advantage of the opportunity to buy back shares at levels we believe are materially below the intrinsic value of the Company."

Transaction details

In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018), a detailed breakdown of individual trades is available below: