TIDMVCP
RNS Number : 6172R
Victoria PLC
09 March 2021
VICTORIA PLC
THIS ANNOUNCEMENT IS INTENDED FOR
HOLDERS OF THE SENIOR SECURED NOTES DUE 2024
Conditional Notice of 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") (i) that it has elected to redeem all of the Notes
that remain outstanding on March 19, 2021 (the "Fully Redeemed
Notes"), subject to the satisfaction or waiver of the Issuer's own
Financing Condition (as defined below) (the "Full Redemption"), and
(ii) in the event that the Financing Condition is not satisfied or
waived, that it will alternatively partially redeem (the "Partial
Redemption") EUR72,082,000 in aggregate principal amount of the
then outstanding principal amount of Notes (the "Partially 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 (the "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,
the First Supplemental Indenture and the Second Supplemental
Indenture, the "Indenture").
Pursuant to a notice of conditional redemption dated February
23, 2021, the Issuer notified Holders of its intention to redeem
EUR50,000,000 in aggregate principal amount of the Notes then
outstanding at a redemption price of 103.000%, plus accrued and
unpaid interest from January 31, 2021, to, the planned redemption
date of March 9 (the "First Redemption").
Terms used, but not otherwise defined, in this notice of
conditional redemption shall have the meanings ascribed to them in
the Indenture.
The terms and conditions of the redemption are as follows:
1. The redemption date for the Fully Redeemed Notes or the
Partially Redeemed Notes, as applicable, will be March 19, 2021
(the "Redemption Date") and the record date will be March 18, 2021
(unless postponed in accordance with paragraph 4 hereof). The
aggregate redemption price for the Fully Redeemed Notes (assuming
the Redemption Date for the Fully Redeemed Notes is not postponed
in accordance with paragraph 4 hereof) or the Partially Redeemed
Notes, as applicable, is:
a. EUR337,746,551.37, which comprises of (i) EUR322,082,000 in
aggregate principal amount of the outstanding principal amount of
the Notes (after giving effect to the First Redemption) at a
redemption price of 100.000%, (ii) the Applicable Redemption
Premium equal to EUR13,363,007.08 million and (iii) accrued and
unpaid interest from January 31, 2021, to, the Redemption Date of
EUR2,301,544.29 (the "Full Redemption Price"); or
b. In the event the Financing Condition is not satisfied,
EUR75,587,728.95, which comprises of (i) EUR72,082,000 in aggregate
principal amount of the outstanding principal amount of the Notes
(after giving effect to the First Redemption) at a redemption price
of 100.000%, (ii) the Applicable Redemption Premium equal to
EUR2,990,642.99 million and (iii) accrued and unpaid interest from
January 31, 2021, to, the Redemption Date of EUR515,085.96 (the
"Partial Redemption Price").
2. The Notes will be redeemed in accordance with paragraph 6 of the Notes.
3. The redemption of the Fully Redeemed Notes is conditional
upon receipt by the Paying Agent of sufficient funds to pay the
Full 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"). In the event
that the Financing Condition set forth herein is not satisfied or
waived by the Issuer, only the Partially Redeemed Notes shall be
deemed due and payable on the Redemption Date. 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 in excess of the aggregate principal amount of Partially
Redeemed Notes 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
Financing Condition will be satisfied at a date later than the
Redemption Date, the Issuer may postpone the Redemption Date for
the Fully Redeemed Notes 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
Redemption and (ii) the Issuer sends the supplemental notice
indicating the postponed Redemption Date, corresponding record date
and the Redemption Price.
5. The Fully Redeemed Notes or Partially Redeemed Notes (as
applicable) 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
Full Redemption Price or the Partial Redemption Price (as
applicable), interest and Additional Amounts, if any, on the Fully
Redeemed Notes (or a portion thereof) or the Partially Redeemed
Notes (or a portion thereof), as applicable, shall cease to accrue
on and after the Redemption Date. Subsequent to the Full
Redemption, if applicable, the only remaining right of Holders of
the Notes is to receive payment on the Redemption Date of the Full
Redemption Price upon surrender to the Paying Agent of the Notes
redeemed.
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
Conditional Notice of 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 March 9, 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
This announcement does not constitute an offer to sell by
Victoria PLC as Issuer or the solicitation of an offer to buy
securities in any jurisdiction. No money, securities or other
consideration is being solicited, and, if sent in response to the
information contained herein, will not be accepted. It may be
unlawful to distribute this document in certain jurisdictions.
This announcement contains certain forward-looking statements
with respect to certain of the Issuer's current expectations and
projections about future events. These statements, which sometimes
use words such as "intend," "proposed," "plan," "expect," and words
of similar meaning, reflect management's beliefs and expectations
and involve a number of risks, uncertainties and assumptions
(including the completion of the transactions described in this
announcement) that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this announcement is subject to change without notice and,
except as required by applicable law, the Issuer assumes no
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it. Readers should not
place undue reliance on forward-looking statements, which speak
only as at the date of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFIFITVEIAIIL
(END) Dow Jones Newswires
March 09, 2021 03:30 ET (08:30 GMT)
Victoria (LSE:VCP)
Historical Stock Chart
From Apr 2024 to May 2024
Victoria (LSE:VCP)
Historical Stock Chart
From May 2023 to May 2024
