TIDMVCP
RNS Number : 0171Q
Victoria PLC
23 February 2021
VICTORIA PLC
THIS ANNOUNCEMENT IS INTENDED FOR
HOLDERS OF THE SENIOR SECURED NOTES DUE 2024
Conditional Notice of Partial Redemption to the Holders of
the
EUR500,000,000 5.25% Senior Secured Notes due 2024
ISIN: XS2032590189 (Rule 144A) and XS2032590007 (Reg S)
Common Code: 203259018 (Rule 144A) and 203259000 (Reg S)
Victoria PLC (the "Issuer") hereby gives notice to the holders
(the "Holders") of its EUR500,000,000 Senior Secured Notes due 2024
(the "Notes") of the partial redemption of EUR50,000,000 in
aggregate principal amount of the then outstanding principal amount
of Notes (the "Redeemed Notes") in accordance with paragraphs 6 and
8 of the Notes and Sections 3.03, 3.04 and 3.07 of the indenture,
dated as of July 26, 2019, by and among, inter alios, the Issuer,
Deutsche Trustee Company Limited (the "Trustee"), National
Westminster Bank plc, as security agent, Deutsche Bank AG, London
Branch, as principal paying agent, and Deutsche Bank Luxembourg
S.A., as transfer agent (the "Original Indenture"), as supplemented
by a first supplemental indenture dated September 16, 2019 (the
"First Supplemental Indenture"), a second supplemental indenture
dated February 3, 2020 (the "Second Supplemental Indenture") and a
third supplemental indenture dated February 22, 2021 (the "Third
Supplemental Indenture," collectively with the Original Indenture
and the First Supplemental Indenture, the "Indenture"). The terms
and conditions of the redemption are as follows:
1. The redemption date for the Redeemed Notes will be March 9,
2021 (the "Redemption Date") and the record date will be March 8,
2021 (unless postponed in accordance with paragraph 4 hereof). The
aggregate redemption price for the Redeemed Notes (assuming the
Redemption Date is not postponed in accordance with paragraph 4
hereof) is EUR51,784,375.00, which comprises of (i) EUR50,000,000
in aggregate principal amount of the outstanding principal amount
of the Notes at a redemption price of 103.000% and (ii) accrued and
unpaid interest from January 31, 2021, to, the Redemption Date of
EUR284,375.00 (the "Redemption Price").
2. The Notes will be redeemed in accordance with paragraph 6 of the Notes.
3. The redemption of the Redeemed Notes is conditional upon
receipt by the Paying Agent of sufficient funds to pay the
Redemption Price payable to the Holders on or before the Redemption
Date from the issuance of new senior secured debt securities by the
Issuer (the "Financing Condition"). Accordingly, none of the
Redeemed Notes shall be deemed due and payable on the Redemption
Date unless and until the Financing Condition set forth herein is
satisfied or waived by the Issuer. The Issuer will inform Holders
of Notes by press release as to whether the Financing Condition
will, in the sole discretion of the Issuer , be satisfied or
waived. If the Financing Condition is not satisfied or waived, any
Notes previously surrendered to the relevant Paying Agent shall be
returned to the Holders thereof and the redemption will be
revoked.
4. In the event that, in the Issuer's reasonable belief, the
Financial Condition will be satisfied at a date later than the
Redemption Date, the Issuer may postpone the Redemption Date by
issuing a supplemental notice one (1) Business Day prior to the
Redemption Date; provided that (i) the postponed Redemption Date is
at least ten (10) days and not more than sixty (60) days after the
date of this Conditional Notice of Partial Redemption and (ii) the
Issuer sends the supplemental notice indicating the postponed
Redemption Date, corresponding record date and the Redemption
Price.
5. The Redeemed Notes must be presented and surrendered to the
Paying Agent, which is Deutsche Bank AG, London Branch, Winchester
House, 1 Great Winchester House, London EC2N 2DB, United Kingdom
(Attention: Debt & Agency Services; Facsimile No.: +44 207 547
6149; Email: tss-gds.eur@db.com), to collect the Redemption
Price.
6. Unless the Issuer and the Guarantors default in paying the
Redemption Price, interest and Additional Amounts, if any, on the
Redeemed Notes (or a portion thereof) shall cease to accrue on and
after the Redemption Date.
7. The ISIN and Common Code numbers in relation to the Notes
being redeemed are as set forth above. No representation is made as
to the correctness or accuracy of such numbers listed in this
Notice of Conditional Redemption or printed on the Notes. Reliance
may be placed only on the other identification numbers printed on
the Notes.
8. This conditional notice of redemption is given on February 23, 2021.
This notice is given by Victoria PLC.
Enquiries about the above notice should be directed to the
Issuer as set out below:
Victoria PLC
Worcester Road, Kidderminster,
Worcestershire DY10 1JR
United Kingdom
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END
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