Koch / additional interest in Victoria PLCWA-50033

Parties

Summary

Koch Equity Development LLC is increasing its ordinary shareholding in Victoria PLC, a flooring products manufacturer with Australian operations, as part of a debt and preference share restructuring. Koch will hold approximately 24.9% of Victoria's enlarged ordinary share capital, gaining board and governance rights. This is a share transaction, not a cash purchase.

Acquisition details

Koch Equity Development LLC ( Koch ) has an existing interest in Victoria PLC ( Victoria ), which arises from its November 2020 preferred equity investment, under which KED Victoria Investments, LLC (a wholly owned subsidiary of Koch) subscribed for preferred shares and was granted warrants pursuant to a preferred equity investment and subscription agreement and an associated warrant instrument. KED Victoria Investments, LLC subsequently transferred its interest in Victoria to an affiliate, KED Victoria Holdings LLC (also a wholly owned subsidiary of Koch), in December 2025. Koch now proposes to increase its ordinary shareholding in Victoria, together with board appointment and other governance and oversight rights, as part of a wider restructuring of Victoria’s debt and preference shares (the Acquisition ). The Acquisition is not a cash purchase. It is a restructuring of Victoria’s senior secured notes due in 2028 and its preference shares. The restructuring has two linked parts, which are expected to take effect at the same time. The first part will reduce the existing senior secured notes to zero and replace them with new second priority notes and new ordinary shares for the noteholders. The second part will release and cancel, exchange, redesignate or vary Koch’s preference shares (held by KED Victoria Holdings LLC) for new ordinary shares, new second priority notes, varied preferred shares, and a contingent value right. Following completion, Koch, through its wholly owned subsidiaries KED Victoria Holdings LLC and Wood River Capital LLC, is expected to hold approximately 24.9% of Victoria’s enlarged fully diluted ordinary share capital. It will also retain amended preference shares, certain warrants, new second priority notes, and the contingent value right. The Acquisition will also amend KED Victoria Holdings LLC’s board appointment and governance rights. These rights mean that Koch will hold a significant minority shareholding and will have influence through board and governance rights, but the transaction does not involve Koch acquiring all of Victoria’s shares. Koch is a wholly owned subsidiary and the principal investment and acquisition arm of Koch, Inc., a privately held business in America. It is involved in a variety of industries, in particular the manufacturing, refining, and distribution of petroleum, chemicals, energy, fibre, intermediates and polymers, minerals, fertiliser, pulp and paper, chemical technology equipment, cloud computing, interconnect products and electronic solutions, finance, raw materials trading, and investments. Victoria is listed on the London Stock Exchange and is headquartered in Worcester, United Kingdom. Victoria designs, manufactures and distributes carpet, flooring underlay, ceramic tiles, LVT, artificial grass and flooring accessories. Victoria has operations in the United Kingdom, Spain, Italy, Belgium, the Netherlands, Germany, Turkey, the United States and Australia. In Australia, Victoria supplies flooring products through its subsidiaries The Victoria Carpet Company Pty Limited, Quest Flooring Pty Ltd and Primary Flooring Pty Limited (trading as Dunlop Flooring).