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Victoria Plc declares special dividend of £2.92/share
23
Jun '14
Victoria PLC, the international designers, manufacturers and distributors of innovative floorcoverings, announces, subject to shareholder approval, a proposed special dividend of £2.92 per Existing Ordinary Share ("Special Dividend").
 
In February 2013 Victoria's shareholders approved the terms of a contract for differences which was subsequently entered into by the Company on 19 April 2013 (the "Contract"). The payment of the Special Dividend will entitle Camden Holdings Limited ("Camden"), the owner of the Contract to terminate the Contract, which will oblige the Company to make a cash payment pursuant to the terms of the Contract ("Cash Amount").  Camden is a company owned by The Camden Trust of which Mr. Wilding, Executive Chairman, is the settlor and a discretionary beneficiary.
 
For reasons set out in the circular to Shareholders dated 20 June 2014 ("Circular"), the Company is seeking the approval of Shareholders to issue New Ordinary Shares to Camden as it has agreed with the Company that it will re-invest the entire Cash Amount in subscribing for the New Ordinary Shares. This will result in no net cash payment by the Company under the Contract (the "Proposal"). Following the subscription for the New Ordinary Shares in connection with the Proposal, Camden will be interested in Ordinary Shares representing 50 per cent. of the enlarged issued share capital and voting rights of the Company.
 
The Takeover Code applies to the Company and as such the Shareholders are entitled to the protection afforded by the Takeover Code.
 
The Takeover Panel has agreed, subject to the approval of the Independent Shareholders on a poll at the General Meeting, to waive the obligation for Camden to make a general offer (Rule 9 of the Takeover Code) that would otherwise arise as a result of the issue of the New Ordinary Shares pursuant to the Proposal.
 
The Independent Directors, having consulted with Cantor Fitzgerald, the Nominated Adviser of the Company, consider that the terms of the Proposal and the terms of the Conditional Option Agreement are fair and reasonable insofar as the Company's Shareholders are concerned.

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