Victoria Regulatory News (VCP)

13 January 2012

Alexander Anton

Statement re Victoria PLC

("Victoria" or the "Company")

New Fortress Finance Holding and Alexander Anton confirm that, following a meeting with Victoria PLC this morning, they have today issued a formal requisition requiring the board of the Company to call a General Meeting of shareholders. The purpose of the meeting will be to seek the removal of the two non-executive directors, Nikki Beckett and Peter Jensen, and the appointment of four new non-executive directors, Katherine Innes Ker, Geoff Wilding, Alexander Anton and Sir Bryan Nicholson (the "Proposed Directors"), with Katherine Innes Ker as Chairman. The new directors propose to work with the existing executive directors and management team.

This requisition already has the support of shareholders representing approximately 46% of the issued share capital of the Company, comprising Victoria's largest institutional shareholder, New Fortress Finance Holding (18.3%), and certain members of the founding Anton family.

The Proposed Directors said:

"We are surprised by the timing and nature of today's announcement by Victoria given that shareholders with approximately 46% of the Company's share capital are supportive of the Board changes proposed.  We are gravely concerned that the Board's response to this shareholder request is to commence a sales process since we do not believe that shareholder value would be maximised at this time. These actions suggest the Board is unwilling to recognise the wishes of a practical majority of shareholders."

ENDS

Enquiries

Seymour Pierce (Financial advisor)

Jonathan Wright 020 7107 8000

Tom Sheldon

Brunswick Group

Kate Miller 020 7404 5959

Mazar Masud

Notes to editors

Biographies

Katherine Innes Ker, a former Director of SBC Warburg and media analyst, has extensive non-executive experience at well-known FTSE companies. She is currently non-executive director of the Go-Ahead Group, St Modwen Properties and Tribal Group and has held non-executive positions at companies including Taylor Wimpey, Fibernet and Shed Media Limited and Ordinance Survey.

Geoff Wilding has a track record of creating value and has developed and grown a number of companies over the last 15 years. A former investment banker, he set up his own investment company in New Zealand in 1989. His first investment was a highly successful aggregation of the road transport industry, which was sold in 1996 in a MBO. He sold his last company in a A$220m transaction to a private equity firm. Geoff is a shareholder in Flooring Brands Limited, one of the largest Australasian flooring retailers.

Alexander Anton, a member of the founding family of Victoria, was non-executive director and Chairman to the UK business before being appointed to the main Board in 1995 and Chairman in 2007, stepping down in 2010. In addition to his extensive knowledge of the business, he has track record of growing successful businesses and is currently Chairman of Legacy Portfolio. He was formerly Chairman of The Queen's Club, leading the successful Members' Bid to acquire the club from the Lawn Tennis Association in May 2007. 

Sir Bryan Nicholson is a former President of the CBI and a former Chairman of BUPA, Cookson Group plc, the Post Office and Rank Xerox (UK) Limited. He also chaired the Manpower Services Commission, the Financial Reporting Council, and the Council of the Open University and has been a non-executive director of GKN plc and LucasVarity plc.