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Victoria Director contract says, Boost shareholder wealth
Feb '13
At the time of the appointment of the current Board on 3 October 2012, the Victoria Directors made it clear that they wished to directly link the performance and reward of key personnel to the creation of wealth for shareholders. This link has been encouraged, and is supported, by a significant number of private and institutional shareholders who supported the appointment of the Board. The Directors indicated that they would work with the Company's advisers to design an appropriate value creation structure that is completely transparent and totally aligned to the creation of wealth for all shareholders.

Following discussions with the Company's professional advisers, the Company proposes to enter into a contract for differences (the "Contract") with Mr Geoff Wilding. The Contract is intended to ensure that Mr Wilding is encouraged to generate significant value for all shareholders and is structured so that he will only benefit financially from the Contract after shareholders have received a substantial, near term return from their shareholdings.

Furthermore, to participate in the value creation structure, Mr Wilding is required to pay a non-refundable premium of £20,000 to the Company as a condition of entering into the Contract, which is intended to reflect the market value of the Contract, and he is exposed to the risk of being required to make a further payment to the Company of up to £100,000 under the Contract in certain circumstances if shareholder value (as defined in the Contract) is depleted.

A circular (the "Circular") containing full details of the proposal and the Contract, which is subject to the approval of shareholders, is being posted to shareholders and will be available on the Company's website. The following paragraphs contain some of the details contained in the Circular:

The Board's Strategy

The Board's strategy for the Company has the following key objectives:

Growth- The Board's strategy is to grow the Company - both in the UK and Australia. No strategic opportunity is being ruled in or out. In particular, strong opportunities exist in Australia where Mr Wilding's knowledge and expertise will be especially helpful.

Productivity improvement- Based on comparative analysis, the Board believes there are significant opportunities to improve productivity in some parts of the business.

New opportunities- The board understands where the high growth opportunities are in the markets in which Victoria operates and where Victoria is missing out. The Board plans to reposition Victoria to take advantage of these high growth areas.

Dispose of non-core and underperforming assets- Certain low yield and/or non-core assets will be sold to free up capital to invest into more productive opportunities and improve returns to shareholders.

Working capital management- The Directors consider that Victoria has too much of its resources tied up in working capital. The Directors have already taken action to improve the Company's management of working capital.

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