Victoria - comment

The final blow to the 2028 Noteholders has been delivered via this morning's exchange offer. These holders were already significantly disadvantaged by the 2026 Exchange Offer earlier this summer, in which certain 2028 bonds participated due to cross-holdings. This latest move completes the restructuring trajectory to their detriment.

Remaining holders of the 2028 Notes are now being offered new 2031 Notes at 52.5% of face value, with an early tender incentive of an additional 2.5% if submitted by October 3rd. Any residual claim is written off. The newly issued 2031 Notes will carry a 12% PIK (Payment-in-Kind) coupon and will be subordinated to the 2029 Notes (issued pursuant to the 2026 exchange), but will rank senior to any untendered 2028 Notes.

Does it matter? The new notes sit behind a £130m RCF (approximately €75m drawn) and €612m of 2029 Notes. With pre-IFRS 16 EBITDA at £81m, leverage ranking ahead of the new 2031 Notes stands at 7.5x!