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#1VICTORIA PLC Objective: to create wealth for shareholders Preliminary Results For the year ended 31 March 2018 Geoffrey Wilding, Executive Chairman Philippe Hamers, Chief Executive Mike Scott, Group Finance Director July 2018#2VICTORIA PLC EXECUTIVE SUMMARY KEY PERFORMANCE INDICATORS FY18 REVENUE £424.8 million (+28.1%) 1 FY18 EBITDA MARGIN 15.2% (+140bps) 2 FY18 PBT £40.8 million (+38.7%) 2 FY18 EPS 31.4p (+24.3%) 2 FY18 NET DEBT £258.7 million (= 2.68x EBITDA) FY18 CASH FLOW FROM OPERATIONS £64.3 million 4 Notes 1. Revenue growth on a constant currency basis EBITDA margin, PBT and EPS shown before exceptional and non-underlying items Net debt/EBITDA assessed in line with banking covenants 2. 3. 4. Cash flow from operations before interest, tax and exceptional items 2#3EXECUTIVE SUMMARY SEGMENTAL PERFORMANCE £m Revenue EBITDA 1 VICTORIA PLC EBIT 1 2016 2017 2018 2016 2017 2018 2016 2017 2018 UK & Europe 196.9 241.7 312.0 26.5 35.5 51.3 18.2 26.2 38.5 Australia (A$) 118.4 154.6 193.8 14.2 19.1 25.1 10.1 14.4 19.9 Australia (£) 58.3 88.7 112.8 7.0 11.0 14.6 4.9 8.3 11.6 PLC (1.2) (0.8) (1.2) (1.2) (0.8) (1.3) Total 255.2 330.4 424.8 32.3 45.7 64.7 21.9 33.7 48.8 Revenue growth in both divisions Margin growth in both divisions Note 1: numbers are underlying and pre-exceptional 3#4EXECUTIVE SUMMARY REVENUE UP 28.6%: £424.8 million Acquisitions Successfully completed two acquisitions Ceramiche Serra SpA ◉ • Italian ceramic tile manufacturer • Revenue: €28.2m (£25.2m) • EBITDA: €10.5m (£9.4m) • . . Price: €56.5m (£50.8m) 5.4x Dec-16 EBITDA 1 35% of purchase price contingent on performance Keraben Grupo • Spanish ceramic tile manufacturer • Revenue: €118.3m (£106.4m) • EBITDA: €36.4m (£32.7m) • Price: €274.1m (£246.5m) 7.5x Dec-16 EBITDA Management pay out rolled into new five-year earn-out scheme Significant prospecting of new opportunities Note 1: Serra multiple includes the present value of the deferred and contingent consideration at the date of acquisition VICTORIA PLC 4#5EXECUTIVE SUMMARY REVENUE UP 28.6%: £424.8 million Operations LFL growth¹ in challenging markets Revenue: +1.2% Stronger start to 2018/19: Q1 c. +3% Sales Initiatives: • New brands New markets (roll sales, contract, hospitality) Cross Selling Key Revenue Drivers: • • Redecorating UK: 28 million households (2/3 owned) Europe: 170 million households • • Australia: 8.1 million households Households replace carpet every 9 years New builds UK: c.200,000 pa Australia: c.100,000 pa VICTORIA PLC Europe: >1,000,000 pa Insurance replacement Consistent. Independent of economic cycle Note 1: Like-for-like sales growth adjusted for the impact of acquired and restructured entities 5#6VICTORIA PLC EXECUTIVE SUMMARY MARGINS UP 10%: DRIVEN BY PRODUCT MIX AND SYNERGIES Product diversification Underlying EBITDA Margin (%) Integration delivers operational synergies Procurement Production • Logistics Reorganisation of UK production and logistics Lowers costs Increases productivity Increases capacity Maintained competitive pricing in FY18 to drive market share gains FY13 FY14 FY15 FY16 FY17 FY18 5.8% 9.7% 12.5% 12.6% 13.8% Note: FY13 and FY14 reported EBITDA margins do not reflect the change in accounting policy, implemented in FY16, relating to capitalisation of sampling 15.2% 6#7EXECUTIVE SUMMARY FINANCIAL LEVERAGE REFLECTS LARGE ACQUISITIONS Net debt evolution (£'m) 273.8 Cash Flow £m 258.7 (35.0) 19.9 VICTORIA PLC 31 Mar 1 Apr 2018 2017 Operating profit (pre-excep) 48.8 33.7 Add back: Depreciation 15.9 12.0 EBITDA 64.7 45.7 89.6 184.2 Other non-cash adjustments Movement in working capital (0.2) (0.5) (0.2) (1.6) Net debt 1 April 2017 Acquisition related expenditure Pro-forma Free cash flow opening position Other exceptional and March 2018 non-underlying items Net debt 31 Operating Free cash flow (pre-excep) 64.3 43.6 Evolution of Net Debt (£'m) Capital expenditure (maintenance) (14.1) (10.8) 258.7 Proceeds of asset disposals 2.1 0.2 2.68x Interest (6.7) (3.6) 1.63x 1.85x 89.6 12.1 Tax (10.6) (5.8) Net free cash inflow 35.0 23.7 FY16 FY17 FY18 Net Debt Net debt/ EBITDA (bank covenant basis) 6#8VICTORIA PLC EXECUTIVE SUMMARY OPERATING CASH FLOW UP 48%: Cash Flow from Operations (£m) ☐ Attractive supplier terms Strict debtor management FY13 4.5 Focussed stock management Next day delivery progressively FY14 9.5 introduced in FY19 FY15 Rigorous capex analysis FY16 FY17 FY18 17.8 32.2 43.6 Note: Cash flow from operations is before interest, tax and exceptional items 64.3 00 8#9VICTORIA PLC'S WEALTH CREATION STRATEGY ACQUISITIONS SYNERGIES VICTORIA PLC STRONG CASH FLOW DELIVERS SCALE NEW PRODUCTS NEW MARKETS GROW REVENUES GROW MARGINS 6% 20% PAY DOWN DEBT FUTURE SHAREHOLDER RETURNS 9#10SCALE via ACQUISITIONS Flooring is a HUGE market - every building has at least one floor Massive global market US$295bn - 15.8bn sqm - in 2020 1 Victoria is increasingly an international flooring group Consolidator in a highly-fragmented industry . • • Many retiring owners with no succession planning > 250 UK and European flooring manufacturers 'in frame' Too small for IPO, ageing trade buyers not interested, overlooked by PE Victoria highly pro-active in identifying low profile opportunities • Victoria perceived as ideal buyer - one of only a few buyers Highly selective acquisitions • . • • Competitive advantage (channels, distribution, product) Growing & profitable. No failing turnarounds. Sustainable, above average margins Committed management Broad distribution channels Modern plant • Fair price WESTEX ABINGDON FINEST QUALITY CARPETS whitestone weavers FLOORING ++ VICTORIA PLC Note 1: Source: Freedonia Global Flooring Market Report January 2017 Quest FOR THE BEST IN CARPET interfloor love your floor™ 10#11VICTORIA PLC SYNERGIES - use scale to drive margins Full operational integration (e.g. procurement, production, logistics, finance, IT) drives hard synergies Benefits: Lower raw material prices • SKU reduction = less working capital 0 More efficient logistics = lower cost, better service Improved financial reporting/controls Manufacturing efficiency/footprint rationalisation = lower manufacturing costs Customer-facing independence (e.g. design, brands, sales, marketing, channels) maintains responsiveness Benefits: • • Product and brand differentiation Maintains responsiveness to market demands (Speedboat versus Oil Tanker) Subsidiaries' products overlap, not direct competitors Businesses units are of manageable size in terms of commercial and operational responsiveness and flexibility Autonomous customer-facing teams and brands Cross-selling / SKU-reduction to grow revenues and reduce working capital Commercial synergies (e.g. bundling of underlay with carpet, product cross-selling) Benefits: Sales growth SKU reduction = reduced working capital#12FREE CASH FLOW VICTORIA PLC Warren Buffett acquired Shaw Industries (world's 2nd largest flooring manufacturer) for its free cash flow Victoria PLC Cash flow from operations¹: £64.3 million (full year FY18) = 99% EBITDA conversion Free cash flow before exceptional items: £35.0 million (full year FY18) High cash conversion • Attractive supplier terms • Good quality debtors • Plant longevity • Plant relatively inexpensive • • Consolidate production capability = increased utilisation Product rationalisation (SKU reduction, increased stock turn) Benefit Rapid debt reduction during acquisition phase High cash returns to shareholders once 'steady state' Note 1: Cash flow from operations is before interest, tax and exceptional items 12#13SO HOW ARE WE DOING? TRACK RECORD - CONSISTENT GROWTH Revenue (£m) EBITDA 1,3 (£m) FY13 70.9 FY14 71.4 FY15 FY16 FY17 FY18 127.0 255.2 330.4 FY13 4.1 FY14 6.9 FY15 FY16 FY17 424.8 FY18 Earnings Per Share 2,3 (pence) FY13 (2.2) FY14 FY15 FY16 FY17 FY18 Notes: 1. 2. 3. 4. 5.4 10.6 16.9 25.3 31.4 15.8 32.3 45.7 VICTORIA PLC 64.7 Cash Flow from Operations 4 (£m) FY13 4.5 FY14 FY15 FY16 FY17 FY18 9.5 17.8 32.2 43.6 EBITDA shown before exceptional and non-underlying items EPS shown as basic, adjusted for exceptional and non-underlying items. Historical figures adjusted for five for one share split effective 12 September 2016 EBITDA and EPS for FY13 and FY14 are as reported and do not reflect the change in accounting policy on sampling expenditure effected in the year ended 2 April 2016 Cash flow from operations is before interest, tax and exceptional items 64.3 13#14OUTLOOK Operations Revenue Growth Margin upside - Synergies - Reorganisation Strength in a recession Acquisitions Opportunity Financing VICTORIA PLC#15million Sqm OUTLOOK Revenue Growth - Addressable Market Growing ■ Growing UK market UK Flooring Demand Growing European market European Flooring Demand million sqm VICTORIA PLC 400 350 300 250 248 227 214 200 212 205 2000 1800 1600 652 653 600 623 1400 601 150 million sqm 1200 262 303 1000 271 287 266 800 514 600 520 540 567 492 100 44 43 44 48 52 400 50 54 57 62 65 70 200 414 299 341 375 400 0 0 2005 2010 2015 2020 2025 2005 2010 Nonresilient Flooring Resilient Flooring Carpets & Rugs ■Nonresilient (excl. ceramic) Ceramics 2015 2020 2025 Resilient Flooring: Carpet & Rugs Growing Australian market Australian Flooring Demand 250 200 150 141 124 120 100 104 109 23 20 50 24 20 20 26 31 36 43 49 0 2005 2010 2015 2020 2025 Nonresilient Flooring Resilient Flooring ■Carpets & Rugs Steady growth forecast in all markets Huge opportunity to grow share of highly fragmented market: Victoria UK carpet market share: c.12% Victoria Australia carpet market share: c.15% Victoria Europe ceramic market share: <1% = Massive opportunity to grow 15 Source: Freedonia Global Flooring Market Report January 2017#16VICTORIA PLC OUTLOOK Revenue Growth - Victoria top line development: ☐ Logistics/Service • Enhanced service proposition Expansion of Product Lines Leverage 5,000 loyal customers . independent retailers, buying groups/distributors, large retailers (JLP, Carpetright, ScS etc.) Outsourcing ■ New products (LVT and carpet tiles) ■ Grow existing offering (new brand: Venture Floorcoverings) • Key Brand Ownership and strong retailer brand awareness Kosset VICTORIA CARPETS' Established 1895 STIKATAK WILTON ROYAL Duralay THOMAS WITTER CREATORS OF FINE CARPETS uest gaskell Mackay TREDAIRE WESTEX Ceramics • Adding speciality retailers • DIY roll-out Highly-Skilled Management Proven, entrepreneurial management • Average 21 years in flooring • Highly motivated. Most shareholders Competitive pricing from being a low cost producer • Scale lower raw material prices = Rationalise production facilities = efficiency MILLENNIUM WEAVERS EUROPE TM W™ Flooring Innovations avalon Exiflour ultimate comfort Gripperrods whitestone weavers DUNLOP flooring COMFORT THAT LASTS FINEST QUALITY CARPETS HUGH MACKAY carpets GRASS І ПС. 16#17VICTORIA PLC GROUP MANAGEMENT - committed, experienced, motivated Experience: 5yrs John Shirt Westex Experience: 25yrs Jan Van Damme Millennium Weavers Experience: 20yrs Vince Holden Whitestone Experience: 30yrs Philippe Hamers Chief Executive Experience: 25yrs Steve Donlan Whitestone Experience: 20yrs Phil Smith Victoria Australia Jose Luis Lanuza Keraben Grupo Experience: 21yrs Steve Byrne Abingdon Experience: 30yrs D V C O Stephen Sunderland Quest Experience: 32yrs John Cooper Interfloor Experience: 4yrs Phil Hartley Victoria UK Experience: 29yrs Pietro Fogliani Serra Experience: 25yrs Sean Forde Dunlop Flooring Experience: 7yrs Saqib Karim EziFloor Experience: 12yrs Dave Droomers Grasslnc Experience: 20yrs Marco Pliejsier Avalon Experience: 19yrs Martijn Veldhuijsen Avalon Experience: 18yrs 17 17#18VICTORIA PLC OUTLOOK BOTTOM LINE DEVELOPMENT: MARGIN UPSIDE - SYNERGIES Target: 15.2% (FY18) to 19-20% over 3 years Underlying EBITDA Margin (%) (Each 1ppt increase in Victoria's EBITDA margin increases net profits by circa 10%) How? • Product Mix Expansion into higher margin flooring FY13 FY14 5.8% 9.7% 12.5% FY16 12.6% . Centralised procurement COGS >50% = large impact FY15 Group leverage on existing suppliers + new suppliers Consolidation of Manufacturing OPEX and cost rationalisation • Logistics (scale = efficiency) FY17 • General - become the lowest cost UK producer FY18 Investment in new equipment Larger output in tufting and finishing. Note: FY13 and FY14 reported EBITDA margins do not reflect the change in accounting policy, implemented in FY16, relating to capitalisation of sampling 13.8% 18 15.2%#19VICTORIA PLC OUTLOOK STRENGTH THROUGH THE CYCLE (1) Outsourcing = buffer. In-source the out-sourced to maintain full production 1. 2. Low operational gearing: Labour (9%) Cost of sales Overheads (7%) 62% of sales Overheads Administration (5%) Materials (46%) Marketing (7%) Key: 21% of sales Fixed Logistics (9%) (12%) Total cost base Semi-variable (25%) Note: Illustrative analysis based on pro-forma annualised figures Variable cost- varies directly with sales Semi-variable cost-flexibility within a few months Fixed cost (can still be subject to synergies) 83% of sales Variable (46%) 19#20OUTLOOK STRENGTH THROUGH THE CYCLE (2) Diverse market exposure VICTORIA PLC FY18 Group EBITDA by Geography (%) Proforma EBITDA by Geography (%) 22% 33% 45% 15% 45% 40% ■ UK ■Continental Europe Australia UK Continental Europe Australia 1. Proforma figures represent average of analyst forecasts for year ending 30 March 2019 2. UK & Europe are considered by management as a single division due to common characteristics, strategic objectives and synergies Notes: 20 20#21OUTLOOK STRENGTH THROUGH THE CYCLE (3) Real time visibility of consumer orders Consumer buys today, retailer orders tonight, for delivery tomorrow Enables matching of production schedule to order intake Reduces risk of over-stocking Very limited de-stocking exposure Retailers carry little/no stock ☐ Sales strength Aggregated sales (£'m) Translate low cost structure to market share growth Aggregated carpet sales (constant currency) for Group companies* 230 220 210 200 190 180 170 160 2009 2010 2011 4.0% CAGR *Indicative figures not including underlay; not corrected for differing financial year-ends VICTORIA PLC 2012 2013 2014 2015 2016 21 21#22OUTLOOK - ACQUISITIONS Huge Opportunity wwwww VICTORIA PLC ☐ EUROPE UK AUSTRALIA TOTAL MARKET¹ (million sqm) VICTORIA² (million sqm) 1,700 24 300 22 180 9 • More than 2,000 European flooring manufacturers. 250 'in frame' Planning . Extensive prospecting = large pool of potential opportunities Intensive due diligence - management, financial, operational Existing high quality management- experienced in sectors and markets - to oversee integration ■ Financing Very supportive banks Strong operating cash flow Earn-outs to mitigate risk ■ Victoria will continue to make materially earnings accretive acquisitions each year New products New markets Additional synergies Notes: 1. Source: Freedonia Global Flooring Market Report January 2017 2. Excludes underlay 22#23APPENDICES Financial overview 2018 Shareholder register Business overview VICTORIA PLC#24FINANCIAL OVERVIEW Balance Sheet Balance Sheet £m Goodwill, Intangibles, investments and deferred tax asset Property, plant & equipment Non-current assets Current assets Current liabilities Non-current liabilities Net assets Net debt Adjusted net debt / EBITDA¹ Operating assets² Notes: VICTORIA PLC 31 March 1 April 2 April 2018 2017 2016 404.8 131.3 84.1 142.9 41.8 38.8 547.7 173.1 123.0 242.5 156.2 121.0 (125.5) (87.7) (70.4) (399.1) (162.3) (102.5) 265.6 79.3 71.0 258.7 89.6 61.1 2.68x 1.63x 1.85x 524.3 168.9 132.1 1. Leverage as calculated for bank covenant purposes. Adjusted net debt excludes the £10m loan notes with the Business Growth Fund. Adjusted EBITDA is calculated on a 12 month historical basis including annualised figures for acquisitions 2. Operating assets excludes financing items. 24 24#25FINANCIAL OVERVIEW Cash Flow Cash Flow £m VICTORIA PLC FY18 FY17 FY16 Operating profit (pre-exceptional) Add back: Depreciation 48.8 33.7 21.9 15.9 12.0 10.4 EBITDA 64.7 45.7 32.3 Other non-cash adjustments (0.2) (0.5) (0.2) Movement in working capital (0.2) (1.6) 0.1 Operating free cash flow (pre-exceptional) 64.3 43.6 32.2 Capital expenditure (14.1) (10.8) (10.2) Proceeds of asset disposals 2.1 0.2 1.0 Interest (6.7) (3.6) (3.2) Tax Net free cash inflow (10.6) (5.7) (3.2) 35.0 23.7 16.6 25#26FINANCIAL OVERVIEW Debt Position Highly supportive club of 10 Banks c£300million total facility (plus accordion) Net Debt (£m) Net Debt/EBITDA¹ Interest Cover¹ Note: 1. Assessed in line with banking covenants VICTORIA PLC At 31 March-18 At 1 April-17 At 2 April-16 258.7 89.6 61.1 2.68x 1.63x 1.85x 9.34x 12.09x 7.82x 26#27SHAREHOLDER REGISTER VICTORIA PLC#28SHAREHOLDER REGISTER Rank Investor Name Holding as of 29 JUN 2018 % 123456789 Mr Geoffrey B. Wilding Invesco Perpetual Asset Mgt Old Mutual Global Investors JPMorgan Asset Mgt Royal London Asset Mgt Lazard Asset Mgt Janus Henderson Investors Hargreave Hale 26,438,650 22.39 18,914,703 16.02 12,051,455 10.21 5,173,528 4.38 4,011,400 3.40 3,164,593 2.68 3,019,699 2.56 2,881,546 2.44 Mubadala Investment Company 2,678,111 2.27 10 Didner & Gerge Fonder AB 2,600,000 2.20 11 Columbia Threadneedle Investments 2,107,607 1.78 12 Interactive Investor 2,062,618 1.75 13 Danske Capital Mgt 1,932,040 1.64 14 Hargreaves Lansdown Asset Mgt 1,686,852 1.43 15 Mr Charles Anton 1,503,550 1.27 16 17 Blackrock Investment Mgt Mr Rodney Style 1,146,333 0.97 1,080,000 0.91 18 Miss Georgina Anton 1,006,500 0.85 19 Miss Francesca Anton 1,000,000 0.85 20 20 Smith & Williamson Asset Mgt 997,345 0.84 VICTORIA PLC 28#29BUSINESS OVERVIEW VICTORIA PLC#30HISTORICAL ACQUISITIONS United Kingdom & Europe VICTORIA PLC Westex Acquired: December 2013 Enterprise Value: £12.2m+ Deferred consideration: £8.0m over 3 years contingent on hitting EBITDA target, plus share of profits above target over 5 years Abingdon Acquired: September 2014 Enterprise Value: £14.7m* Deferred consideration: £4.5m over 3 years contingent on hitting EBIT target, plus share of profits above target over 3 years, plus share of working capital improvement Avalon/Grass Inc Acquired: February 2017 Enterprise Value: £11.2m+ Deferred consideration of €5.1m plus Contingent consideration: £8.8m over 3 years contingent on hitting EBITDA target Ceramiche Serra Spa Acquired: December 2017 Enterprise Value: £56.5m Earn out consideration of 20m contingent on hitting EBITDA target Whitestone Weavers Acquired: January 2015 Enterprise Value: £8.1m* Deferred consideration: £6.6m over 3 years, plus £1.5m contingent on hitting EBITDA target over 3 years Interfloor Acquired: September 2015 Enterprise Value: £65.0m* Deferred consideration: None Ezi Floor Acquired: September 2016 Enterprise Value: £13.0m* Deferred consideration of £6.5m plus Contingent consideration: £6.5m over 4 years contingent on hitting EBITDA target, plus share of profits above target over 4 years Keraben Grupo Acquired: November 2017 Value: £274m+ Victoria Carpets Australia Established, Melbourne, 1954 Australia Quest Acquired: August 2015 Enterprise Value: A$25m* Deferred consideration: A$10.5m over 3 years Dunlop Flooring Acquired: December 2016 Enterprise Value: A$34m No deferred or contingent consideration + Note: Enterprise Value on a cash- free, debt-free basis, not including any deferred or contingent consideration 30#31SITE OVERVIEW Aalten, Netherlands Sales & marketing, Distribution Oss, Netherlands Sales & marketing, Distribution Dumfries Accessories production, Distribution Ronse, Belgium Sales & marketing, Distribution County Durham Sales & marketing, Distribution West Yorkshire Production Sales & marketing, Distribution Keighly Underlay production Sales & marketing, Distribution Lancashire Underlay production Sales & marketing, Distribution Newport, Wales Production Sales & marketing, Distribution Employees UK & Europe: 2,100 Kidderminster, West Midlands Head office Distribution Sales & marketing, Ceramiche Serra Sales & marketing, Distribution Keraben Grupo Manufacturing Distribution VICTORIA PLC Melbourne (four sites) Production Sales & marketing, Distribution Sydney (one site) Production Sales & marketing, Distribution Australia: 400 31 32#32BOARD OF DIRECTORS VICTORIA PLC Geoff Wilding Executive Chairman Geoff Wilding is a former investment banker. He set up his own investment company in New Zealand in 1989. Geoff was appointed Executive Chairman at the General Meeting on 3 October 2012. Philippe Hamers Chief Executive Philippe Hamers has over 25 years experience in the flooring industry and headed Europe's largest carpet manufacturing operation at Balta Group, for the previous seven years. Prior to joining the Balta Group, Philippe was General Manager of the Tufted and Woven Division of Beaulieu International Group. Michael Scott Group Finance Director Prior to his appointment in January 2016, Michael Scott spent eight years at Rothschild where, as part of their Global Financial Advisory business, he worked across a wide range of public and private company transactions, M&A and debt and equity- related fund raisings. He qualified as a Chartered Accountant with PricewaterhouseCoopers. Alexander Anton Non-Executive Director Alexander Anton, a member of the founding family of Victoria, was appointed to the main Board in 1995 and is a former Chairman. He is currently Chairman of Legacy Portfolio. Andrew Harrison Non-Executive Director Andrew Harrison has more than twenty years as a solicitor in private practice, specialising in company law. He has advised on a wide variety of corporate transactions, including management buy-outs and buy-ins, corporate acquisitions and disposals and listed company take-overs. Gavin Petken Non-Executive Director Gavin Petken is the Business Growth Fund's Regional Director for the Midlands and has developed the firm's local investment activities in the Midlands region for smaller entrepreneurial companies. He has also been actively involved with their major strategic initiative to extend the firm's provision of growth capital to listed companies, providing similar access to long term funding. 32 32#33VICTORIA PLC Worcester Road, Kidderminster, Worcestershire DY10 1JR England Registered in England No. 282204 Enquiries: +44 (0) 1562 749 300 Geoff Wilding, Chairman Philippe Hamers, Chief Executive Michael Scott, Group Finance Director www.victoriaplc.com VICTORIA PLC 33#34DISCLAIMER VICTORIA PLC • The information contained in this confidential document ("Presentation") has been prepared by Victoria PLC (the "Company"). It has not been fully verified and is subject to material updating, revision and further amendment. This Presentation has not been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000 and therefore it is being delivered for information purposes only to a very limited number of persons and companies who are persons who have professional experience in matters relating to investments and who fall within the category of person set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are high net worth companies within the meaning set out in Article 49 of the Order or are otherwise permitted to receive it. Any other person who receives this Presentation should not rely or act upon it. By accepting this Presentation and not immediately returning it, the recipient represents and warrants that they are a person who falls within the above description of persons entitled to receive the Presentation. This Presentation is not to be disclosed to any other person or used for any other purpose. While the information contained herein has been prepared in good faith, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers give, have given or have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as "Information") and liability therefore is expressly disclaimed. Accordingly, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation. Neither the issue of this Presentation nor any part of its contents is to be taken as any form of commitment on the part of the Company to proceed with any transaction and the right is reserved to terminate any discussions or negotiations with any prospective investors. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal or investigation of the Company. In furnishing this Presentation, the Company does not undertake or agree to any obligation to provide the recipient with access to any additional information or to update this Presentation or to correct any inaccuracies in, or omissions from, this Presentation which may become apparent This Presentation should not be considered as the giving of investment advice by the Company or any of its shareholders, directors, officers, agents, employees or advisers. In particular, this Presentation does not constitute an offer or invitation to subscribe for or purchase any securities and neither this Presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Each party to whom this Presentation is made available must make its own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis and assumptions and each recipient should satisfy itself in relation to such matters Neither this Presentation nor any copy of it may be (a) taken or transmitted into Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or the United States of America (each a "Restricted Territory"), their territories or possessions; (b) distributed to any U.S. person (as defined in Regulation S under the United States Securities Act of 1933 (as amended)) or (c) distributed to any individual outside a Restricted Territory who is a resident thereof in any such case for the purpose of offer for sale or solicitation or invitation to buy or subscribe any securities or in the context where its distribution may be construed as such offer, solicitation or invitation, in any such case except in compliance with any applicable exemption. The distribution of this document in or to persons subject to other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the relevant jurisdiction. 34

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