Victoria PLC

08 July 2026

8 July 2026

This announcement contains inside information relating to Victoria plc and its securities for the purposes of article 7 of the Market Abuse Regulation (596/2014/EU) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") and as modified by or under the EUWA or other domestic law, including but not limited to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").

Victoria PLC

("Victoria" or the "Company")

Comprehensive Refinancing and Trading Update

The Refinancing Transaction eliminates near-term equity dilution risk, reduces senior secured debt and Preferred Shares liabilities by more than £300 million, cuts annual finance costs and PIK dividends by £34 million and extends debt maturities, supported by improved recent trading

Victoria PLC (LSE: VCP), the international flooring group, is pleased to announce that it has entered into a binding transaction support agreement (the "Transaction Support Agreement") with KED Victoria Holdings, LLC ("KED Victoria") and Wood River Capital, LLC ("Wood River", together with KED Victoria "Koch") and holders representing approximately 2/3^rds (the "Consenting 2028 SSNs Noteholders") of its outstanding €166.6 million 3.75% senior secured notes due March 2028 (the "2028 SSNs").

REFINANCING TRANSACTION HIGHLIGHTS

The Company has secured the support of Koch and the Consenting 2028 SSNs Noteholders on the terms of a refinancing of the 2028 SSNs and KED Victoria's holding of Preferred Shares (together, the "Refinancing Transaction") to significantly strengthen the financial position of Victoria.

The Refinancing Transaction represents an important milestone for Victoria and its stakeholders. Specifically, it will:

·    Reduce senior secured debt and Preferred Shares liabilities by at least £300 million with the benefit accruing to ordinary equity holders and significantly deleveraging the Company

·    Eliminate near-term equity dilution risk from KED Victoria's Preferred Shares

·    Cut annual finance costs including the Preferred Shares PIK dividend by approximately £34 million

·    Extend debt maturities through the issue of new 2031 notes

·    Trading since the start of the year has been encouraging, with year-on-year revenue growth

Overall, the Refinancing Transaction will deliver a positive outcome for all stakeholders, and significant value to our ordinary equity holders.

TRADING UPDATE

Trading since the start of the year has been encouraging, with year-on-year like-for-like revenue growth. In particular, this has been driven by the execution of management's performance initiatives and ongoing market share gains in the UK and Australia. Across the business, management reacted quickly to the disruption caused by the Iran conflict, executing targeted price rises to protect margins and effectively managing the supply chain to mitigate negative impacts.

FY26 EBITDA performance was broadly in line with guidance notwithstanding the Iran conflict, and Victoria will provide a fuller update when it publishes its FY26 financial results.

Geoff Wilding, Executive Chairman, said:

"This Refinancing Transaction is a significant step forward for Victoria and, in particular, for ordinary shareholders. Together with the successful extension of our 2026 note maturities last year, it materially improves Victoria's financial position and provides runway for our ongoing operational recovery.

The Refinancing Transaction reduces the senior secured debt and Preferred Shares liabilities by more than £300 million, eliminates the near-term Preferred Shares conversion right, reduces the dilutive effect of the conversion right and importantly implies an issuance price for the newly issued shares at a premium of more than 400% to the current share price. The value of this reduction will directly benefit our ordinary equity holders, being equivalent to multiples of our current market capitalisation. In our view this is a clear demonstration of both Koch's and noteholders' confidence in Victoria's future value creation potential."

Alec Pratt, CFO, commented:

"We are pleased with the strong support and collaboration received from Koch, Consenting 2028 SSNs Noteholders and major shareholders. The Refinancing strengthens our balance sheet and cuts ongoing cash interest and annual finance costs including PIK dividends by approximately £34 million while extending our maturities and giving Victoria greater financial flexibility and additional runway to execute on its profit improvement initiatives."

Joe Scribbins, Managing Director - Koch Equity Development LLC, KED Victoria's parent company, stated:

"We believe in Victoria's ability to execute on its profitability improvement plan and are looking forward to supporting the effort."

REFINANCING TRANSACTION SUMMARY

Under the Refinancing Transaction:

·    KED Victoria has agreed to release and/or convert and/or amend and/or exchange (as may be applicable) its entire Preferred Shares in the capital of the Company (the "Preferred Shares") along with all its accrued PIK, totalling c.£380 million redemption value at June 2026¹, as follows:

o Preferred Shares with a stated value of £50.0 million will be retained by KED Victoria, with amendments to certain of the existing rights including to extend the conversion date to 2031 and reduce the PIK dividend rate from SONIA + 8.85% (currently 12.6% all-in) to 8.0% fixed if paid in the form of PIK dividends;

o All the remaining Preferred Shares will be:

§ redesignated into c.33.2 million new ordinary shares of £0.05 each in the capital of the Company ("Ordinary Shares") such that on completion of the Refinancing Transaction, Wood River, together with KED Victoria or one of its affiliates shall hold in aggregate 24.9% of the Ordinary Shares then in issue;

§ released by KED Victoria and cancelled by the Company to effect a return of capital to KED Victoria in the form of:

·    c.€20.5 million of new Second Priority Notes due 2031 ("2PNs"); and

·    a non-interest-bearing (other than in certain default circumstances, when a non-cash accrual will take effect) contingent value right (the "CVR") with a balance sheet liability of approximately £34 million².

·    The Consenting 2028 SSNs Noteholders have agreed to release their interests in the Company's existing €166.6 million 2028 SSNs and receive their pro rata share of:

o up to €125 million of new 2PNs due 2031 at an exchange rate of €750 2PNs for each €1,000 participating 2028 SSNs;

o c.34.8 million new Ordinary Shares; and

o a £3.0 million Early Bird Fee, subject to acceding to the Transaction Support Agreement within 10 business days of the date of the Transaction Support Agreement.

All new Ordinary Shares issued as part of the Refinancing Transaction will be subject to an extended lock-up period after completion until mid-2027 save for 25% of the new Ordinary Shares issued to the Consenting 2028 SSNs Noteholders which may be traded from completion.

An enhanced governance framework will provide KED Victoria the right to appoint directors and the Consenting 2028 SSNs Noteholders the right to nominate candidates as independent non-executive directors.

If at least 90% of holders of the 2028 SSNs accede to the Transaction Support Agreement (or such lower percentage as the Company may determine), the Refinancing Transaction will be implemented by way of consent solicitation and a court-approved capital reduction process.

The Consenting 2028 SSNs Noteholders and Koch have, subject to the terms of the Transaction Support Agreement, also agreed to support and take all necessary steps to implement the Refinancing Transaction, whether by way of consent solicitation or, if necessary, a scheme of arrangement under Part 26 of the Companies Act 2006.

Taken together, the Refinancing Transaction is expected to materially reduce financial risk, improve near-term cash flow and provide a stronger platform for Victoria to focus on operational execution and long-term shareholder value creation.

TRANSACTION SUPPORT AGREEMENT

The Transaction Support Agreement formalises the agreement with the Consenting 2028 SSNs Noteholders and with Koch. The Transaction Support Agreement commits the Consenting 2028 SSNs Noteholders and Koch on customary terms to support the Refinancing Transaction and to take actions to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Refinancing Transaction as described in the Refinancing Transaction Summary section above, including:

·    Under the Transaction Support Agreement, Consenting 2028 SSNs Noteholders who sign on the date of the Transaction Support Agreement or accede within ten (10) business days thereafter will receive their pro rata share of an Early Bird Fee of £3.0 million in cash to be allocated amongst them pro rata to their holdings of 2028 SSNs (an "Early Bird Fee");

·    Certain members of a steering committee who are holders of the 2028 SSNs will under certain circumstances be entitled to receive an aggregate amount equal to £1.5 million in cash in recognition of their work for the intermediary role they have played in connection with the negotiation, coordination and due diligence of the Refinancing Transaction (a "Work Fee");

·    Payment of the Early Bird Fee and Work Fee is conditional on continued compliance with the Transaction Support Agreement through to closing of the Refinancing Transaction. No Early Bird Fee or Work Fee will be payable to holders of the 2028 SSNs who are not Consenting 2028 SSNs Noteholders (the "Non-Consenting 2028 SSNs Noteholders"); and

·    Eligible holders may accede to the Transaction Support Agreement by executing a creditor accession letter.

The commercial term sheet, the Transaction Support Agreement and accompanying notice will be made available on a password-protected portal at https://deals.is.kroll.com/victoria, which is maintained by Kroll as information agent. To request access, visit the portal, acknowledge the disclaimer and request a password. Once received, log in to review the documentation and complete the accession online. A Word version of the creditor accession letter is available from the information agent on request.

If the Refinancing Transaction is consummated via a consent solicitation, any Non-Consenting 2028 SSNs Noteholders are expected to have their 2028 SSNs written down to zero and released. In those circumstances, Non-Consenting 2028 SSNs Noteholders will not receive any consideration from the Refinancing Transaction.

The components of the Refinancing Transaction are inter-conditional and will be implemented on a substantially simultaneous basis. Certain elements will be implemented by way of a capital reduction that will require approval of the High Court of England and Wales. Shareholders will be asked to approve certain components of the Refinancing Transaction at a general meeting of the Company that is to be convened in due course (the "General Meeting").

In addition, shareholders including Camden Holdings Limited (Geoffrey Wilding and his family are discretionary beneficiaries of the Camden Trust which in turn owns Camden Holdings Limited) and a related party of Geoffrey Wilding representing in aggregate 19.5% of the Company's outstanding Ordinary Shares have provided irrevocable undertakings to vote in favour of the various resolutions that are to be proposed at the General Meeting to support the Refinancing Transaction.

OTHER KEY REFINANCING TRANSACTION TERMS

·    If the Refinancing Transaction is consummated via a consent solicitation, accrued but unpaid interest due to the Consenting 2028 SSNs Noteholders will be paid in cash at close;

·    The CVR issued to KED Victoria is an unsecured non-interest-bearing liability with no maturity but shall be redeemed upon a mandatory redemption event, including but not limited to (i) cumulative EBITDA of the Company exceeding £400 million following transaction close, or (ii) the Company's market capitalisation exceeding £800 million. Other mandatory redemption events include change of control and acceleration of the Company's senior debt;

·    At the Company's discretion, the CVR which at completion is expected to have an approximate balance sheet value of £34 million², may be redeemed in full in cash, subject to applicable restrictions under the Company's debt documentation;

·    The redemption value is an amount equal to £270 million less the value of the new Ordinary Shares issued to KED Victoria or one of its affiliates as part of this Refinancing Transaction at the time of redemption irrespective of whether KED Victoria or one of its affiliates (as applicable) still holds those shares; and

·    Upon a mandatory redemption event, if the CVR will not be redeemed in cash, the CVR may be redeemed (at KED Victoria's discretion) for first, second or third lien indebtedness, new Preferred Shares and/or Ordinary Shares, in each case subject to applicable restrictions under the Company's debt documentation.

TRANSACTION PERIMETER IMPACT³

	Pre-Transaction					Post-Transaction
£m	£m	Coupon	Interest		£m		Coupon	Interest
€167m Senior Secured Notes due 2028	142	3.75%	5		--		--	--
New Euro Second Priority Notes due 2031	--	--	--		124		12.00% PIK	15
£380m Existing Preferred Shares conversion date from 2031	2891	S + 8.85% PIK	484		50		8.00% PIK	4
New Unsecured Contingent Value Right	--	--	--		342		--%	--

No other financial instruments, including the Company's super senior credit facility, first priority senior secured notes, local lines or lease liabilities are affected by the Refinancing Transaction.

RELATED PARTY TRANSACTION

Shareholders are reminded that Wood River an affiliate of KED Victoria holds 10.84% of the issued share capital of the Company. Consequently, Wood River Capital is a substantial shareholder as defined by the AIM Rules and therefore Wood River's participation in the Refinancing Transaction would constitute a related party transaction under Rule 13 of the AIM Rules. Accordingly, the independent directors (being all directors other than Joseph Scribbins, who is also a managing director of Koch Equity Development LLC), shall consult with the Company's Nominated Adviser, Singer Capital Markets, to determine whether the terms of the related party transaction are fair and reasonable insofar as shareholders of the Company are concerned, which shall be confirmed in the circular convening the General Meeting, to be posted by the Company in due course.

Victoria PLC is advised by Lazard & Co. Limited as financial adviser, Latham & Watkins LLP and Brown Rudnick LLP as legal advisers in connection with the Refinancing Transaction.

Cautionary Statement

This announcement and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.

This press release does not constitute or form part of and should not be construed as (i) a tender or exchange offer for, or an offer to sell, or a solicitation of an offer to buy any securities or (ii) an offer of, an invitation to offer, or a solicitation of an offer to buy, securities for sale in the United States of America or in any other jurisdiction or an inducement to enter into investment activity. No part of this press release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

This announcement contains inside information within the meaning of article 7 of UK MAR.

Forward Looking Statements

This announcement includes "forward-looking statements". Forward-looking statements are based on the Company's beliefs and assumptions and on information currently available to the Company, and include, without limitation, statements regarding the Company's business, financial condition, strategy, results of operations, certain of the Company's plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "seek," "anticipate," "estimate," predict," "potential," "assume," "continue," "may," "will," "should," "could," "shall," "risk" or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition and liquidity and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this press release. The Company undertakes no obligation, and does not intend to update these forward-looking statements.

The person responsible for arranging the release of this announcement on behalf of the Company is Alec Pratt, Chief Financial Officer

Notes

1.        The £380m Preferred Shares are held at a balance sheet value of £289 million at the HY2026 balance sheet date

2.        Subject to ongoing accounting and taxation review by independent third party. The balance sheet value assumes a post-transaction trading price of 75p, and is subject to ongoing fluctuation based on share price and Company performance

3.        Represents balance sheet figures and assumes 100% participation of Consenting 2028 SSNs Noteholders. Euro denominated figures exchanged into GBP at an FX rate of 0.8548

4.        Calculated by way of reference to the underlying value of the £380 million Preferred Shares at June 2026

For more information contact:

Victoria PLC Geoff Wilding, Executive Chairman Alec Pratt, Chief Financial Officer	www.victoriaplc.com/investors-welcome Via Edelman Smithfield
Singer Capital Markets (Nominated Adviser & Joint Broker) Shaun Dobson, James Fischer	+44 (0)20 7496 3095

Berenberg (Joint Broker) Ben Wright, Patrick Dolaghan	+44 (0)20 3207 7800
Edelman Smithfield (Joint Investor Relations) Alex Simmons	+44 (0)7970 174 252 or alex.simmons@edelmansmithfield.com

About Victoria PLC (www.victoriaplc.com)

Established in 1895 and listed since 1963 and on AIM since 2013 (VCP.L), Victoria PLC, is an international manufacturer and distributor of innovative flooring products. The Company, which is headquartered in Worcester, UK, designs, manufactures and distributes a range of carpet, flooring underlay, rugs, ceramic tiles, LVT (luxury vinyl tile), artificial grass and flooring accessories.

Victoria has operations in the UK, Spain, Italy, Belgium, the Netherlands, Germany, Turkey, the USA, and Australia and employs approximately 5,000 people across more than 30 sites. Victoria is Europe's largest carpet manufacturer and the second largest in Australia, as well as the largest manufacturer of underlay in both regions.

The Company's strategy is designed to create value for its shareholders and is focused on consistently increasing earnings and cash flow per share via acquisitions and sustainable organic growth.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Victoria and no one else in connection with the Refinancing Transaction and will not be responsible to anyone other than Victoria for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Refinancing Transaction or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement. any statement contained herein or otherwise.

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