Acquisition

Premier Foods plc
12 July 2006

  NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
    UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA

                               PREMIER FOODS PLC

                PROPOSED ACQUISITION OF CAMPBELL'S UK & IRELAND

                    FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE

                           APPROXIMATELY £450 MILLION



Premier Foods plc today announces the proposed acquisition of the UK and Irish
businesses of the Campbell Soup Company ('Campbell's UK') for £460 million on a
debt-free, cash-free basis.

The Acquisition is intended to be funded primarily by a fully underwritten
Rights Issue raising gross proceeds of approximately £450 million.

Highlights of the transaction

•           Acquisition of iconic category-leading brands in the UK and Ireland,
including Oxo, Batchelors, Homepride and Fray Bentos;

•           In the financial year ended 31 July 2005, Campbell's UK had sales of
£263 million, operating profit before management charge and financing costs of
£26 million and Acquired EBITDA of £54 million;

•           98 per cent. of sales are in the UK and Ireland and 94 per cent. of
sales are branded, taking Premier's branded sales mix to 69 per cent.;

•           Projected cost synergies from the combination of Premier's business
with Campbell's UK of £28 million within 3 years;

•           Expected to be margin enhancing and earnings accretive in the first
full year;

•           Expected to generate a return on invested capital in excess of
Premier's weighted average cost of capital by the end of the first full year;
and

•           Balance sheet flexibility to pursue acquisitions without further
recourse to shareholders.

The Directors believe that the Acquisition will meet each of Premier's clearly
defined strategic and financial acquisition criteria and that Campbell's UK is
an excellent strategic fit for its business.

Premier intends to integrate Campbell's UK fully into its core Grocery business.
Management has a strong track record of integration, with five acquisitions
successfully integrated since 2002.

Financing arrangements for the Acquisition

The Company intends to fund the transaction primarily through a Rights Issue at
a minimum subscription price of 160 pence per New Ordinary Share to raise gross
proceeds of approximately £450 million.  The Rights Issue has been fully
underwritten by Merrill Lynch International and Hoare Govett.  The Issue Price
and the number of New Ordinary Shares will be determined at the time the
Prospectus is issued, which is expected to be in late July.

Chief Executive's comments

Commenting on the Acquisition, Robert Schofield, Chief Executive of Premier,
said:

'The Campbell's UK business fits Premier like a glove.  This acquisition will
bring an excellent portfolio of powerful and iconic brands which we intend to
drive forward with increased resource and innovation. In addition, the very
substantial synergies which Premier can deliver make this transaction highly
compelling from a financial perspective. Moreover, we are putting in place a
financing structure which will give us the flexibility to continue to pursue our
acquisition strategy.'

The interim results for the six months ended 1 July 2006 are now expected to be
issued on 7 August 2006.

An analyst and investor meeting will be held at 9.30am at ABN AMRO, 250
Bishopsgate, London, EC2M 4AA (London time) today.  Dial-in details (listen
only) are as follows: 020 7138 0817. In addition, the presentation will be
available via audio cast at www.premierfoods.co.uk

For further information, please contact:

Premier: on the day of announcement 020 7638 9571; thereafter, 01727 815 850
Robert Schofield, Chief Executive
Paul Thomas, Finance Director
Robert Lawson, M&A and Investor Relations Director
Gwyn Tyley, Investor Relations Manager

Rothschild: 020 7280 5000
Akeel Sachak
Alexis Masters
Robert Plowman

Spayne Lindsay: 020 7808 3240
Tom Lindsay
Chris Packe


Merrill Lynch International: 020 7996 1000
Peter Tracey
Chris Snoxall
Peter Brown

Hoare Govett Limited: 020 7678 8000
Ranald McGregor-Smith
Jeremy Thompson

Citigate Dewe Rogerson: 020 7638 9571
Michael Berkeley
Sara Batchelor
Justin Griffiths

This announcement has been issued by, and is the sole responsibility of,
Premier.

N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sponsor and lead
financial adviser to the Company in connection with the Rights Issue and the
Acquisition and will not be responsible to any person other than the Company for
providing the protections afforded to customers of N M Rothschild & Sons
Limited, or for advising any such person on the contents of this announcement or
any other transaction, arrangement or matter referred to herein.

Spayne Lindsay & Co. LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser to
the Company in connection with the Rights Issue and the Acquisition and will not
be responsible to any person other than the Company for providing the
protections afforded to customers of Spayne Lindsay & Co. LLP, or for advising
any such person on the contents of this announcement or any other transaction,
arrangement or matter referred to herein.

Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as joint broker and joint
underwriter to the Company in connection with the Rights Issue and will not be
responsible to any person other than the Company for providing the protections
afforded to customers of Merrill Lynch International, or for advising any such
person on the contents of this announcement or any other transaction,
arrangement or matter referred to herein.

Hoare Govett Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as joint broker and joint
underwriter to the Company in connection with the Rights Issue and will not be
responsible to any person other than the Company for providing the protections
afforded to customers of Hoare Govett Limited, or for advising any such person
on the contents of this announcement or any other transaction, arrangement or
matter referred to herein.

This press announcement does not constitute an offer to sell or the solicitation
of an offer to acquire New Ordinary Shares and/or provisional allotment letters
and/or nil-paid rights and/or fully-paid rights and/or to take up any
entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed
Rights Issue will be made solely on the basis of information that will be
contained in the Prospectus to be published in connection with such issue.

The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Canada, Japan, Australia or the
Republic of South Africa or any other jurisdiction where doing so may constitute
a violation of local securities laws.  This announcement is not an offer of
securities for sale into the United States.  The New Ordinary Shares have not
been and will not be registered under the US Securities Act of 1933, as amended,
and may not be offered or sold, directly or indirectly, in the United States
absent registration or an exemption from registration.  The New Ordinary Shares
have not been and will not be registered with any regulatory authority of any
state within the United States.  There will be no public offer of securities in
the United States.

This announcement includes statements that are, or may be deemed to be, 'forward
looking statements'.  These forward looking statements can be identified by the
use of forward looking terminology, including the terms 'believes', 'estimates',
'plans', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends', '
hopes', 'may', 'will', 'would', 'could', or 'should' or, in each case, their
negative or other variations or comparable terminology.  These forward looking
statements include matters that are not facts.  They include statements
regarding the Group's intentions, beliefs, or current expectations concerning,
among other things, the Group's and/or the Enlarged Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group and/or the Enlarged Group operates.  By their
nature, forward looking statements involve risk and uncertainty because they
relate to future events and circumstances.  A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward looking statements including, without limitation: the
Company's ability successfully to combine the business of the Group and the
business of Campbell's UK and to realise expected synergies from that
combination, conditions in the markets, market position of the Company or its
subsidiaries, earnings, financial position, cash flows, return on capital and
operating margins, anticipated investments and capital expenditures, changing
business or other market conditions and general economic conditions.  These and
other factors could adversely affect the outcome and financial effects of the
plans and events described in this announcement.  Forward looking statements
contained in this announcement based on past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future.  Save as required by law or by the Listing Rules, the Prospectus Rules
or the Disclosure Rules, Premier does not undertake any obligation to update or
revise any forward looking statements, whether as a result of new information,
future events or otherwise.  Undue reliance should not be placed on forward
looking statements, which are applicable only as at the date of this
announcement.

No statement in this announcement is intended to constitute a profit forecast
for the financial years ending 31 December 2006, 31 December 2007, 31 December
2008 or 31 December 2009 or any other period, nor should any statements be
interpreted to mean that earnings or earnings per Ordinary Share will
necessarily be greater or lesser than those for the relevant preceding financial
periods for either Premier or Campbell's UK.  Rather, these statements should be
construed as references to potential enhancements to the earnings that might
otherwise have been earned during the relevant financial period.

Appendix I contains further financial information on Campbell's UK.

Appendix II contains the definitions of certain terms used in this announcement.

This summary should be read in conjunction with the full text of the following
announcement.




NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA

                               PREMIER FOODS PLC

                PROPOSED ACQUISITION OF CAMPBELL'S UK & IRELAND

                    FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE

                           APPROXIMATELY £450 MILLION



1.            Introduction

Premier announces that it has reached conditional agreement with Campbell Soup
Company to acquire Campbell's UK for a debt-free, cash-free cash consideration
of £460 million.  Campbell's UK is a manufacturer of ambient foods in the United
Kingdom under brands including Oxo, Batchelors, Homepride and Fray Bentos.

Premier proposes to fund the Acquisition primarily through a Rights Issue of New
Ordinary Shares to raise gross proceeds of approximately £450 million.  The
Rights Issue has been fully underwritten by Merrill Lynch International and
Hoare Govett.  The Issue Price, and the number of New Ordinary Shares, will be
determined upon publication of the Prospectus, which is expected to be in late
July 2006.

The Acquisition is conditional upon the approval of Shareholders.  The Rights
Issue is conditional, amongst other things, on the passing of the Resolutions.

Completion of the Acquisition is expected to occur following shareholder
approval and before the Rights Issue closes.  Merrill Lynch International and
ABN AMRO Bank N.V. have agreed to provide the Company with a bridge facility of
£450 million for this purpose.

2.            Background to and reasons for the Acquisition and the Rights Issue

2.1           Background to Premier Foods and its strategy

Premier is a leading UK manufacturer of grocery products and operates its
business in two primary segments - Grocery and Fresh Produce.  Premier
manufactures and supplies a range of category-leading branded and retailer label
products predominantly to the UK food retail industry.

Within Grocery, the Group is organised into its Convenience Foods, Pickles,
Sauces & Meat Free and Spreads, Desserts & Beverages product groupings.  The
Fresh Produce business comprises potato and fresh produce packing and marketing
operations supplying the retail, foodservice, food manufacturing and potato
growing markets.

Premier's branded products include, among others, Quorn and Cauldron meat-free
products, Ambrosia custard and milk puddings, Branston pickles, baked beans and
canned pasta, Hartley's preserves and jelly, Gale's honey and lemon curd, Crosse
& Blackwell convenience foods, Sun-Pat peanut butter, Sarsons vinegar, Haywards
pickles, Smash instant mashed potato, Marvel powdered milk creamer and Waistline
salad dressings, soups and baked beans.  In addition, Premier produces Loyd
Grossman cooking sauces and soups under licence.  Premier also produces a range
of retailer brand products, principally for the major multiple retailers.

Premier's broad portfolio of market-leading branded products, and its retailer
brand products, together provide it with stable sales and cash flow and offer it
a platform for organic growth in its branded products by means of product
innovation and product line extension.  As one of the largest suppliers of
grocery products in the United Kingdom, Premier has long-standing relationships
with its principal customers, the major multiple retailers, and it is able to
realise economies of scale in sourcing of raw materials, manufacturing,
distribution and marketing.  In addition, Premier also supplies foodservice,
convenience store, out-of-home and food manufacturing customers.

The current management team has been implementing a strategy to develop
Premier's business.  Premier's strategy is:

•         To use its scale to drive its business in three key areas: organic
branded growth; growth through its customer relationships; and cost savings and
business simplification;

•         To manage its retailer brand products pro-actively and to view its
retailer brand business as an important complement to its branded offering; and

•         To continually evaluate opportunities to make further acquisitions of
grocery product brands, and in particular, of 'great British brands'.

Premier has clearly defined strategic and financial acquisition criteria in
place against which it measures all the acquisition opportunities that it
identifies.  The financial criteria are set out in paragraph 5.  The strategic
criteria are that the acquisition should:

•         Reinforce the branded sales mix of the Group;

•         Maintain a focus on the United Kingdom grocery market;

•         Bring brands with category-leading positions;

•         Provide attractive levels of commercial and cost synergies;

•         Be able to be integrated with minimal risk; and

•         Provide the platforms which will support Premier's future sales
growth.

Under its acquisition strategy, Premier has acquired the following businesses
since 2002:

•         In May 2002, Premier acquired the ambient foods business in the United
Kingdom of Nestle SA which added five category-leading brands to its existing
brand portfolio, including Branston pickles, Sarsons vinegar, Gales honey and
lemon curd, Sun-Pat peanut butter and Rowntree's jelly;

•         In December 2003, Premier acquired the ambient desserts business in
the United Kingdom and the Republic of Ireland of Unilever Bestfoods UK Limited
which added the category-leading Ambrosia custard and milk puddings brand to its
portfolio;

•         In February 2005, Premier acquired the ambient desserts business in
the United Kingdom and the Republic of Ireland of Kraft Foods (UK) Limited which
added the category-leading Bird's custard and Angel Delight instant cold
desserts brands to its portfolio;

•         In June 2005, Premier acquired the Quorn brand, the leading brand in
the United Kingdom in the growing meat-free category; and

•         In October 2005, Premier acquired the Cauldron brand, the second
largest brand in the United Kingdom in the meat-free category.

Premier has successfully completed the planned integration of all its
acquisitions.

2.2              Information on Campbell's UK

Campbell's UK is also a supplier of foods to the UK retail grocery and
foodservice markets, manufacturing a range of market-leading branded and
own-label products.  98 per cent. of Campbell's UK's sales are in the UK and
Republic of Ireland.

94 per cent. of Campbell's UK's sales are branded and include the leading brand
in 7 categories in the United Kingdom.  These are Oxo stocks, Batchelors
Cup-A-Soup instant dry soup, Batchelors SuperNoodles block noodles, Batchelors
Savoury Rice dry flavoured rice, Batchelors Pasta'n'Sauce dry pasta with sauce,
Batchelors canned peas and Fray Bentos canned meat pies.  These brands have
strong category positions and high levels of distribution through the United
Kingdom major multiple food retailers.

Brand                                       Category                     Branded Category Position
Oxo                                         Stock                                             No 1
Batchelors Cup-A-Soup                       Instant Dry Soup                                  No 1
Batchelors SuperNoodles                     Block Noodles                                     No 1
Batchelors Pasta'n'Sauce                    Savoury Pasta                                     No 1
Batchelors                                  Canned Peas                                       No 1
Batchelors Savoury Rice                     Savoury Rice                                      No 1
Fray Bentos                                 Canned Meat Pies                                  No 1
Batchelors SuperNoodles                     Pot Noodles                                       No 2
Oxo                                         Gravy                                             No 2
Campbell's                                  Wet Soup                                          No 3
Homepride                                   Cooking Sauces                                    No 4

Source: IRI 52 w/e 25 March 2006

The Campbell's UK business has three manufacturing sites in the United Kingdom
and one in the Republic of Ireland and two administrative offices, one in each
of the United Kingdom and Republic of Ireland.

Campbell's UK Selected Financial Information
£ million                                    12 months ended                       9 months ended
                               31 July 2003     31 July 2004     31 July 2005       30 April 2006

Sales                                 280.4            274.5            262.7               199.3

Acquired EBITDA                        63.9             58.0             54.1                46.5

Profit before tax on                   29.1             22.6             20.5                24.5
ordinary activities

Capital expenditure                     6.2              6.6              6.2                 1.9

Gross assets                          505.2            461.7            446.9               438.8



Further financial information on Campbell's UK is set out in Appendix I.

2.3              Benefits of the Acquisition

Premier believes that Campbell's UK is an excellent strategic fit for its
business and that the Acquisition meets all of its strategic criteria.  The
benefits of the Acquisition include:

Strong brands

The size and strength of Campbell's UK's brands, particularly Oxo and
Batchelors, provide Premier with brands which the Company believes it can use as
platforms for category extension and new product launches, with the scale of the
brands enabling more efficient marketing.  Premier considers that Oxo is a '
great British brand', with high levels of brand recognition and household
penetration.  Premier believes that it can extend Oxo into adjacent categories
leveraging the brand's association with 'wholesome home-cooked food'.
Batchelors, with retail sales in 2005 of £114 million, has a leading position in
the 'hot savoury snacks' category through its predominantly dehydrated product
portfolio.  Premier intends to leverage its existing strong category positions
to develop more contemporary snacking formats.

Complementary operations

The acquired business fits into Premier's Convenience Foods and Sauces
categories.  Premier believes its knowledge of these categories and its
experience of acquisition integration should enable it to integrate the business
quickly and smoothly whilst maximising potential synergies.



Scale


The increased scale of the combined business provides Premier with a number of
benefits:

•         The branded mix of Premier's grocery sales will increase
significantly, which Premier believes will provide its business with greater
resilience in the competitive market place;

•         Premier believes its customer relationships will benefit from the
additional volume of sales and categories that it will cover following the
Acquisition; and

•         Premier believes the greater scale of the combined business will
improve its operational efficiency.

Synergies

Premier has estimated the pre-tax cost savings from removing duplication in
administrative functions, improved procurement and logistics efficiency and a
reduction in excess manufacturing capacity at £28 million.  Premier expects to
realise these synergies over a period of three years following the acquisition
with £7 million, £21 million and £28 million being realised cumulatively in the
financial years 2007, 2008 and 2009 respectively.  Premier expects to incur
one-off charges of £3 million, £28 million and £10 million in the financial
years 2006, 2007 and 2008 in achieving these synergies.  In addition, Premier
expects to incur £6 million and £3 million of integration-related capital
expenditure in 2007 and 2008 respectively.  Premier considers that the
complementary nature of Premier's and Campbell's UK's businesses, and Premier's
significant experience of integrating acquisitions, will enable the integration
of Campbell's UK's operations into Premier to proceed smoothly.

3.                  Employees

Premier intends to integrate Campbell's UK fully into its core grocery business.
  Management has a strong track record of integration, with the planned
integration of five acquisitions successfully completed since 2002.  When making
an acquisition, Premier's policy is to seek out the strongest management for
both businesses to manage the combined business.  Accordingly, Premier expects
that a number of existing Campbell's UK management will become managers of the
Enlarged Group and participate in the management of Premier more widely.  In
addition, Premier has identified additional resource to support the integration.

4.                  Funding

The Acquisition and associated expenses will be funded from the gross proceeds
of the Rights Issue with the remainder financed with debt.  Premier has agreed
committed financing which will increase its total debt facility to £1,085
million.  The facility was arranged by BNP Paribas, JPMorgan Chase Bank N.A.,
Lloyds TSB Bank plc and The Royal Bank of Scotland plc.  Premier's net debt at
31 December 2005, pro forma for the acquisition of Campbell's UK and the Rights
Issue, would have been £613 million.

Merrill Lynch International and ABN AMRO Bank N.V. have agreed to provide
Premier with a bridge facility of £450 million to enable the Company to complete
the Acquisition following Shareholder approval at the EGM and before the Rights
Issue closes.

The Rights Issue will provide the Group with the financial flexibility to pursue
future acquisition opportunities without recourse to shareholders.

5.                  Financial effects of the Acquisition

As part of its acquisition criteria, Premier has set the following financial
criteria:

(i)                 Acquisitions should be accretive to earnings per ordinary
share in the first full year following the acquisition;

(ii)                Acquisitions should generate a return on invested capital in
excess of Premier's weighted average cost of capital by the end of the second
full year following the acquisition; and

(iii)               Premier will maintain leverage levels as measured by the
ratio between net debt to earnings before interest, tax, depreciation and
amortisation which the Directors believe to be appropriate given the Enlarged
Group's rate of cash generation whilst maintaining flexibility to enable it to
pursue its acquisition strategy.

Premier believes that the acquisition of Campbell's UK, funded as set out above,
will achieve or exceed all of these criteria.

6.                  Current trading for Premier and Campbell's UK

Premier

Premier released its trading update for the six months to 1 July 2006 on 6 July
2006 which contained the following statement:

'Trading update for the six months to 1 July 2006:

Premier continues to deliver strong branded sales growth and trading remains in
line with its expectations.

Premier, one of the leading suppliers of grocery products in the UK, is
providing the following update for the six months ended 1 July 2006.

We expect like-for-like sales growth for the Group to be in line with our
targets, underpinned by the performance of our brands.  The overall rate of
growth, including acquisitions, is further enhanced by the performance of Quorn,
which has seen sales growth accelerate.

Robert Schofield, Premier Foods plc Chief Executive, said:

'The first half of 2006 has reflected the continued success of our strategy of
growing our branded sales with Quorn, Branston, Loyd Grossman and Ambrosia all
continuing to grow strongly.  Cost pressures remain an issue but we are
confident the resilience of our business will continue to enable us to offset
these pressures.  Our expectations for the rest of the year remain unchanged.'

Convenience Foods, Pickles, Sauces and Meat Free

Sales for this product group are anticipated to be significantly ahead of the
same period in 2005 due to the acquisitions of Quorn and Cauldron.  We are
delighted at the progress of Quorn which has seen double digit sales growth in
the first half, driven by increased advertising and the launch of new products.

After adjusting for the disposal of the Jonker Fris business, like-for-like
sales are anticipated to be broadly in line with sales in the first half of 2005
of £168 million.  The sales pattern remains as in 2005 with the growth of
Branston and Loyd Grossman offset by lower sales of our smaller brands and own
label convenience foods.

Branston Baked Beans have consolidated their market share and we are encouraged
by continuing increases in household penetration and distribution ahead of
further TV advertising.

Spreads, Desserts & Beverages

Sales for this product group are anticipated to be strongly ahead of the sales
of £132 million for the first half of 2005.  We are pleased by the strong growth
of Ambrosia, which has been driven by the launch of new products and growth of
snacking formats, and new own label contracts.

Fresh Produce

As we indicated at the time of our AGM announcement, sales at our Fresh Produce
division have stabilised and profitability has improved versus the second half
of last year.

In addition, we are pleased to be able to report that our insurance claim in
respect of the fire at our Bury St Edmunds factory has now been fully settled.'

Premier expects to announce its interim results for the six months ended 1 July
2006 on 7 August 2006, which will then be published in a supplementary
prospectus.

Campbell's UK

For the 9 months ended 30 April 2006 both sales and EBITDA have been affected by
a significant reduction in marketing spend over the period.  This has resulted
in higher business profits but at the expense of lower sales.

7.                  Principal terms of the Rights Issue

The Company is proposing to raise gross proceeds of approximately £450 million
by way of a Rights Issue of New Ordinary Shares.  The proceeds of the Rights
Issue will be used to finance the Acquisition.  The Rights Issue has been fully
underwritten by Merrill Lynch International and Hoare Govett.  The Issue Price,
and the number of New Ordinary Shares, will be determined upon publication of
the Prospectus, which is expected to be in late July 2006.  The minimum price of
the Rights Issue has been set at 160 pence per New Ordinary Share, which would
represent an indicative discount of approximately 48.3 per cent. (not adjusted
for any interim dividend to be paid for the six months ended 1 July 2006) to the
middle market closing price of 309.5 pence per Ordinary Share on 11 July 2006,
being the last Business Day prior to this announcement.

The EGM to approve the Acquisition and the Rights Issue is expected to take
place in mid-August, with nil paid dealings in the rights expected to commence
thereafter.  The Rights Issue is expected to close in early September.   A
detailed timetable for the Rights Issue will be announced upon publication of
the Prospectus.

The New Ordinary Shares will, when issued, rank pari passu in all respects with
the existing Ordinary Shares, including the right to receive all dividends and
other distributions hereafter declared, made or paid (save they will not rank
for any interim dividend which may be paid in respect of the six months ended 1
July 2006).

The Rights Issue is conditional, inter alia, on the passing of the Resolutions.

8.                  Prospectus and Extraordinary General Meeting

A document comprising a combined prospectus and circular is expected to be
posted to Shareholders in late July.  A notice convening an Extraordinary
General Meeting to approve the Acquisition and the Rights Issue, expected to be
held in mid-August, will be set out in the Prospectus.


An analyst and investor meeting will be held at 9.30am at ABN AMRO, 250
Bishopsgate, London, EC2M 4AA (London time) today.  Dial-in details (listen
only) are as follows: 020 7138 0817. In addition, the presentation will be
available via audio cast at www.premierfoods.co.uk

For further information, please contact:

Premier: on the day of announcement 020 7638 9571; thereafter, 01727 815 850
Robert Schofield, Chief Executive
Paul Thomas, Financial Director
Robert Lawson, M&A and Investor Relations Director
Gwyn Tyley, Investor Relations Manager

Rothschild: 020 7280 5000
Akeel Sachak
Alexis Masters
Robert Plowman

Spayne Lindsay: 020 7808 3240
Tom Lindsay
Chris Packe

Merrill Lynch International: 020 7996 1000
Peter Tracey
Chris Snoxall

Peter Brown

Hoare Govett Limited: 020 7678 8000
Ranald McGregor-Smith
Jeremy Thompson

Citigate Dewe Rogerson: 020 7638 9571
Michael Berkeley
Sara Batchelor
Justin Griffiths



This announcement has been issued by, and is the sole responsibility of,
Premier.

N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sponsor and lead
financial adviser to the Company in connection with the Rights Issue and the
Acquisition and will not be responsible to any person other than the Company for
providing the protections afforded to customers of N M Rothschild & Sons
Limited, or for advising any such person on the contents of this announcement or
any other transaction, arrangement or matter referred to herein.

Spayne Lindsay & Co. LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser to
the Company in connection with the Rights Issue and the Acquisition and will not
be responsible to any person other than the Company for providing the
protections afforded to customers of Spayne Lindsay & Co. LLP, or for advising
any such person on the contents of this announcement or any other transaction,
arrangement or matter referred to herein.

Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as joint broker and joint
underwriter to the Company in connection with the Rights Issue and will not be
responsible to any person other than the Company for providing the protections
afforded to customers of Merrill Lynch International, or for advising any such
person on the contents of this announcement or any other transaction,
arrangement or matter referred to herein.

Hoare Govett Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as joint broker and joint
underwriter to the Company in connection with the Rights Issue and will not be
responsible to any person other than the Company for providing the protections
afforded to customers of Hoare Govett Limited, or for advising any such person
on the contents of this announcement or any other transaction, arrangement or
matter referred to herein.

This press announcement does not constitute an offer to sell or the solicitation
of an offer to acquire New Ordinary Shares and/or provisional allotment letters
and/or nil-paid rights and/or fully-paid rights and/or to take up any
entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed
Rights Issue will be made solely on the basis of information that will be
contained in the Prospectus to be published in connection with such issue.

The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Canada, Japan, Australia or the
Republic of South Africa or any other jurisdiction where doing so may constitute
a violation of local securities laws.  This announcement is not an offer of
securities for sale into the United States.  The New Ordinary Shares have not
been and will not be registered under the US Securities Act of 1933, as amended,
and may not be offered or sold, directly or indirectly, in the United States
absent registration or an exemption from registration.  The New Ordinary Shares
have not been and will not be registered with any regulatory authority of any
state within the United States.  There will be no public offer of securities in
the United States.

This announcement includes statements that are, or may be deemed to be, 'forward
looking statements'.  These forward looking statements can be identified by the
use of forward looking terminology, including the terms 'believes', 'estimates',
'plans', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends', '
hopes', 'may', 'will', 'would', 'could', or 'should' or, in each case, their
negative or other variations or comparable terminology.  These forward looking
statements include matters that are not facts.  They include statements
regarding the Group's intentions, beliefs, or current expectations concerning,
among other things, the Group's and/or the Enlarged Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group and/or the Enlarged Group operates.  By their
nature, forward looking statements involve risk and uncertainty because they
relate to future events and circumstances.  A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward looking statements including, without limitation: the
Company's ability successfully to combine the business of the Group and the
business of Campbell's UK and to realise expected synergies from that
combination, conditions in the markets, market position of the Company or its
subsidiaries, earnings, financial position, cash flows, return on capital and
operating margins, anticipated investments and capital expenditures, changing
business or other market conditions and general economic conditions.  These and
other factors could adversely affect the outcome and financial effects of the
plans and events described in this announcement.  Forward looking statements
contained in this announcement based on past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future.  Save as required by law or by the Listing Rules, the Prospectus Rules
or the Disclosure Rules, Premier does not undertake any obligation to update or
revise any forward looking statements, whether as a result of new information,
future events or otherwise.  Undue reliance should not be placed on forward
looking statements, which are applicable only as at the date of this
announcement.

No statement in this announcement is intended to constitute a profit forecast
for the financial years ending 31 December 2006, 31 December 2007, 31 December
2008 and 31 December 2009 or any other period, nor should any statements be
interpreted to mean that earnings or earnings per Ordinary Share will
necessarily be greater or lesser than those for the relevant preceding financial
periods for either Premier or Campbell's UK.  Rather, these statements should be
construed as references to potential enhancements to the earnings that might
otherwise have been earned during the relevant financial period.

Appendix I contains financial information on Campbell's UK.

Appendix II contains the definitions of certain terms used in this announcement.




                                   Appendix I

                     Financial information on Campbell's UK

£ million                                    12 months ended                      9 months ended
                                31 July 2003   31 July 2004     31 July 2005       30 April 2006

Sales                                  280.4          274.5            262.7               199.3
Cost of sales                        (199.0)        (200.8)          (192.1)             (144.6)
Gross profit                            81.5           73.7             70.6                54.7
Gross margin                           29.1%          26.8%            26.9%               27.4%
Distribution expenses                 (32.4)         (32.9)           (31.7)              (20.8)
Administration expenses               (15.9)         (16.1)           (15.5)               (8.1)
Other operating expenses               (3.9)          (1.8)            (2.2)               (1.4)
Operating profit                        29.4           22.9             21.2                24.4
Margin                                 10.5%           8.3%             8.1%               12.2%
Restructuring and                        4.3            3.0              2.7                 0.3
redundancies
Management charge                        5.1            5.2              5.2                 4.0
Amortisation                            16.4           16.4             16.5                12.5
Acquired EBITA                          55.1           47.4             45.7                41.2
Acquired EBITA margin                  19.6%          17.3%            17.4%               20.7%
Depreciation                             8.9           10.6              8.5                 5.4
Acquired EBITDA                         63.9           58.0             54.1                46.5
Acquired EBITDA margin                 22.8%          21.1%            20.6%               23.3%




                                  Appendix II

                                  Definitions

'Acquired EBITDA'             operating profit before interest, tax, depreciation, amortisation, management
                              charges and restructuring and redundancy costs;

'Acquisition'                 the proposed acquisition by Premier of Campbell's UK;

'Acquisition Agreement'       the transaction agreement between, amongst others, Premier and the Campbell
                              Soup Company relating to the Acquisition, dated 12 July 2006;

'Business Day'                any day (excluding Saturdays and Sundays) on which banks are open in London
                              for normal banking business;

'Campbell's UK'               the UK and Irish businesses of the Campbell Soup Company as defined in the
                              Acquisition Agreement;

'Completion'                  completion of the Acquisition in accordance with the terms of the Acquisition
                              Agreement;

'Directors'                   the directors of the Company and 'Director' means any one of them;

'EBITDA'                      earnings before interest, tax, depreciation and amortisation;

'Enlarged Group'              Premier as enlarged by the Acquisition;

'Extraordinary General        the extraordinary general meeting of the Company, notice of which will be
Meeting' or 'EGM'             contained in the Prospectus;

'Hoare Govett'                Hoare Govett Limited;

'Issue Price'                 the price payable for each New Ordinary Share under the Rights Issue, to be
                              set out in the Prospectus;

'London Stock Exchange'       London Stock Exchange plc;

'New Ordinary Shares'         the new Ordinary Shares to be issued by the Company under the Rights Issue;
                              and 'New Ordinary Share' means one of them;

'Ordinary Shares'             the Ordinary Shares of one pence each in the capital of the Company and '
                              Ordinary Share' means one of them;

'Premier' or 'the Company'    Premier Foods plc;

'Premier Group' or 'Group'    the Company and its subsidiary undertakings and, where the context permits,
                              each of them;

'Prospectus'                  the combined prospectus/circular to be issued by the Company in respect of
                              the Rights Issue and which will contain a notice convening the EGM;

'Resolutions'                 the resolutions to be proposed at the EGM to approve the Acquisition and
                              implement the Rights Issue;

'Rights Issue'                the proposed offer by way of rights of New Ordinary Shares at the Issue Price
                              on the terms and subject to the conditions to be set out, inter alia, in the
                              Prospectus;

'Rothschild'                  N M Rothschild & Sons Limited; and

'Shareholders'                the holders of the issued Ordinary Shares from time to time and 'Shareholder'
                              means any one of them.




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