Over-Allotment Arrangements

Premier Foods plc
26 July 2004


26 July 2004

Premier Foods plc

Over Allotment Arrangements

Not for release, publication or distribution in, or into the United States,
Canada, Australia or Japan

Announcement of Exercise of Over-Allotment Arrangements

Premier Foods plc ('Premier Foods' or the 'Company') announces that in
connection with the initial public offering of the Company (the 'Global Offer')
Merrill Lynch International has given notice that it has, as stabilising
manager, exercised the over-allotment arrangements in respect of 24,418,605
Ordinary Shares in the Company.  None of the £52.5 million proceeds arising from
the exercise of the over-allotment arrangements will be received by Premier
Foods.  Including the exercise of the over-allotment arrangements, the total
size of the Global Offer was £402.5 million (187,209,303 Ordinary Shares).
Following the exercise of the over-allotment arrangements, approximately 76.45%
of the Company's Ordinary Shares will be held in public hands and HMTF Premier
Limited (an entity controlled by funds advised by Hicks, Muse, Tate & Furst)
will own approximately 20.39% of the Company's Ordinary Shares.

Merrill Lynch International, is acting for Premier Foods plc in connection with
the Global Offer and no one else, and will not be responsible to anyone other
than Premier Foods plc for providing the protections offered to clients of
Merrill Lynch International, nor for providing advice in relation to the Global
Offer.

The information contained herein is not for publication or distribution to
persons in the United States.  These materials do not constitute an offer of
securities for sale in the United States.  The securities referred to herein
have not been and will not be registered under the US Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom.  Any public offering of securities
to be made in the United States would be by means of a prospectus that could be
obtained from the issuer or the selling security holder and that would contain
detailed information about the Company and its management, as well as financial
statements.  However, no public offering of securities in the United States is
currently contemplated and Premier Foods plc does not intend to register any
portion of the offering in the United States.

This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to purchase or subscribe for
securities and any subscription for or purchase of, or application for, shares
in the Premier Foods plc to be issued or sold in connection with the Global
Offer should only be made on the basis of information contained in the listing
particulars dated 20 July 2004 in connection with the Global Offer and any
supplements thereto.  The listing particulars contain certain detailed
information about Premier Foods plc and its management, as well as financial
statements and other financial data.

This announcement and the information contained herein are not for publication,
distribution or release in, or into, the United States, Canada, Australia or
Japan.  Stabilisation/FSA.

For enquiries:

Merrill Lynch International
John Millar, tel   [phone]


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