Acquisition of Cauldron Foods

Premier Foods plc
01 November 2005


    Cauldron Foods joins Premier Foods' Healthy Eating Portfolio for £27.0m

Premier Foods plc ('Premier') announces that it has completed the acquisition of
Cauldron Foods Ltd ('Cauldron'), a leading manufacturer of branded, chilled
meat free products, from Rayner & Co (Investments) Limited for £27.0m. The
consideration was satisfied through a cash payment.

Cauldron is one of the leading brands in the chilled meat free and organic food
category and was one of the first manufacturers of tofu in the UK.  Cauldron's
products include meal-centres (sausages, burgers, grills and bakes); snacks
(pates and ethnic snacks such as falafel); and, tofu (as a base ingredient).
Approximately 92% of sales are branded under the Cauldron brand with the
remainder own label.  In the year to 31 December 2004, Cauldron sales were
£14.7m and normalised EBITDA for 2004 was £2.7m.  The gross assets of Cauldron
Foods Limited at 31 December 2004 were £9.6m and profit before tax for the year
to 31 December 2004 was £1.3m.

The Cauldron brand will sit along side and be highly complementary to Premier's
existing healthy eating brand, Quorn.  Under Premier's ownership, Cauldron will
benefit from greater investment and access to Premier's infrastructure.

Cauldron operates from a manufacturing site at Portishead, near Bristol, which
employs approximately 215 people.

Robert Schofield, Chief Executive of Premier Foods, said:

'Cauldron's strong position in tofu and vegetable based products will further
enhance our position in the high-growth healthy eating market and will be highly
complementary to our Quorn brand.

'Cauldron fulfils all our acquisition criteria. It enhances our branded mix, it
is UK focused and meets all our financial hurdles.'


For further information, please contact:


Premier Foods plc                         Tel:  [phone]

Paul Thomas, Finance Director

Robert Lawson, Director of Mergers & Acquisitions and Investor Relations

Gwyn Tyley, Investor Relations Manager



Citigate Dewe Rogerson              Tel: [phone]

Sara Batchelor,

Anthony Kennaway





Notes to Editors



1.    Cauldron

Cauldron was founded in Bristol in 1981.  In 1987, the business was acquired by
Rayner & Company, which itself was subsequently acquired by the Swiss food
group, Hero.

In 1997, the management of Rayner & Company undertook a management buy-out,
renaming their company Rayner Foods Group.  In December 2000, Rayner Foods Group
was acquired by way of a management buy-in backed by Kleinwort Capital and
Alpinvest Partners.

From inception, Cauldron focused on responding to increasing consumer demand for
meat-free products.  Initially, products were supplied to a small number of
health food stores in the south-west of England.  By the mid 1980's Cauldron had
succeeded in establishing distribution of its product range to the leading
multiple retailers in the UK.  In 1993, this success led to the opening of a new
manufacturing facility at Portishead, near Bristol.

Cauldron operates in a number of distinct chilled segments.  Their contribution
to 2004 sales is shown below:


•  Meal centres (sausages, burgers & grills, bakes)     51%

•  Snacks (pates, ethnic snacks)                        22%

•  Tofu ingredients (organic, standard)                 27%



2.         Tofu

Tofu is made from soya beans in a natural process, very similar to cheese
making. The soya bean (Glycine max), is part of the pea family and is a legume -
a plant that can take in nitrogen and convert it into protein. All eight
essential amino acids are present in tofu making it equal in protein quality to
animal proteins, so it is an excellent source of protein to incorporate into
your diet if you are reducing your meat intake, or are a vegetarian.

Tofu has excellent health credentials as it is low in saturated fats, is
cholesterol-free, low in carbohydrates, low in sodium and rich in linoleic acid
and lecithin as well as other vitamins, particularly B vitamins and minerals,
including iron.



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