Carpet maker Victoria urges shareholders to approve special dividend

WORCESTERSHIRE carpet manufacturer Victoria is calling a general meeting of shareholders to vote on a proposed special dividend.

The proposal, to pay out £2.92 per existing ordinary share, is in relation to an agreement entered into by the company in February last year.

Back then, the shareholders approved the terms of a contract for differences which was subsequently entered into by the company in April last year. The payment of the special dividend will entitle Camden Holdings Ltd, the owner of the contract to terminate the agreement. This will enable Victoria to make a cash payment pursuant to the terms of the contract.

Camden is a company owned by The Camden Trust of which Victoria executive chairman, Geoff Wilding, is the settlor and a discretionary beneficiary.
 
Victoria is now seeking the approval of shareholders to issue new ordinary shares to Camden which has in turn agreed to re-invest the entire cash amount into the new shares. This will result in no net cash payment by Victoria under the terms of the contract.

Following the subscription for the new shares, Camden will own 50% of the enlarged issued share capital and voting rights of Victoria.

The Takeover Panel has cleared the way for the deal, subject to approval of the special dividend by shareholders.

Cantor Fitzgerald, Victoria’s adviser, has said it considers the terms of the proposal and the terms of the conditional option agreement are fair and reasonable.

Andrew Harrison, Senior Independent Non-Executive Director of Victoria, said: “We are delighted to be proposing a special dividend to shareholders and further that Camden has conditionally agreed to subscribe for shares in the company. We therefore recommend that shareholders vote in favour of all resolutions at the general meeting.”

The meeting will be at the offices of Brown Rudnick in London July 9, 2014.