Placing and Open Offer and Fi

RNS Number : 3561O

Premier Foods plc

05 March 2009

 



Premier Foods plc ('Premier')

5 March 2009

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

PLACING AND OPEN OFFER AND FIRM PLACING TO RAISE

APPROXIMATELY £404 MILLION GROSS PROCEEDS

(APPROXIMATELY £379 MILLION NET OF EXPENSES)

The Board of Directors of Premier Foods plc ('Premier', or the 'Company') today announces a Placing and Open Offer and a Firm Placing to raise approximately £379 million (net of expenses related to the equity financing) through the issue of 1,553,416,776 New Ordinary Shares at an Issue Price of 26 pence per New Ordinary Share (which represents a 9 per cent. discount to the Closing Price on the London Stock Exchange of 28.5 pence per Ordinary Share on 4 March 2009).  1,055,756,006 New Ordinary Shares will be issued through the Placing and Open Offer and 497,660,770 New Ordinary Shares will be issued through the Firm Placing.

In addition, the Board today announces proposed amendments to the terms of the Company's bank facilities and an agreement in principle with the Trustees of the Company's UK Defined Benefit Pension Plans. 

A circular containing details of the Placing and Open Offer and the Firm Placing, the amendments to the bank facilities and details of the Pensions Agreement is expected to be posted to shareholders shortly and will be available on the Company's website, www.premierfoods.co.uk.

Highlights of the transactions: 

• Placing and Open Offer and Firm Placing to raise proceeds of approximately £379 million (net of expenses related to the equity financing) which results in reduced financial indebtedness for the Company;

• Renegotiated agreement between Premier and its lending banks, which is conditional upon the completion of the Placing and Open Offer and the Firm Placing, and which provides the Company with increased covenant and liquidity headroom and reduced refinancing risk; and

• Agreement in principle with the Trustees of Premier's UK Defined Benefit Plans, also conditional upon the completion of the Placing and Open Offer and the Firm Placing, which provides for greater certainty over future pension contributions, in particular those which may arise from any further increases in the funding deficit.

Goldman Sachs International and Rothschild are acting as joint sponsors and financial advisers to the Company with respect to the Placing and Open Offer and the Firm Placing. 

The Placing and Open Offer and the Firm Placing are fully underwritten by Citi and RBS Hoare Govett, and are subject to the approval of Premier's shareholders.

Robert Schofield, Chief Executive of Premier, commented: 'We believe that the share issue, the amended lending agreement and new pensions framework agreement we have announced today, will put in place the appropriate capital structure for the business going forward and provide a solid platform for Premier Foods' future development. 

We are completing the last stages of the successful transformation programme which we began following the acquisitions of Campbell's and RHM. This leaves us well placed to focus on brand building, innovation and sales growth in order to drive long-term growth in profitability.'

Premier's annual results for the financial year ended 31 December 2008 have also been released today in a separate statement. 

An analyst and investor meeting will be held at 9.30 a.m. today at the offices of Goldman Sachs International, 120 Fleet Street. In addition, the presentation will be available via audio cast at www.premierfoods.co.uk.

For further information, please contact:

Premier Foods plc Paul Thomas, Finance Director Gwyn Tyley, Director of Investor Relations  Richard Godden, Investor Relations Manager	[phone]
Maitland Neil Bennett Brian Hudspith Emma Burdett	[phone]
Goldman Sachs International (Joint Sponsor and Joint Financial Adviser) Anthony Gutman Dominic Lee	[phone]
Rothschild (Joint Sponsor and Joint Financial  Adviser) Akeel Sachak Adam Young	[phone]
Citi (Joint Bookrunner, Joint Broker and Joint Underwriter) Nigel Mills  Alex Carter	[phone]
RBS Hoare Govett (Joint Bookrunner, Joint Broker and Joint Underwriter) Paul Nicholls Luke Simpson	[phone]

This announcement has been issued by, and is the sole responsibility of, Premier. Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor and joint financial adviser to the Company in connection with the Placing and Open Offer and the Firm Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

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

Citigroup Global Markets U.K. Equity Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, joint broker and joint underwriter to the Company in connection with the Placing and Open Offer and the Firm Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

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

IMPORTANT NOTICE:

The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or the Republic of South Africa.

The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The information in this press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:

Certain statements made in this press release constitute ''forward-looking statements'' within the meaning of the US Private Securities Litigation Reform Act of 1995. 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 appear in a number of places throughout this press release and include statements regarding the Group's intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, financial covenants, prospects, growth, strategies and the industries in which the 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 to realise expected synergies from that combination; conditions in the markets; the market position of the Company or its subsidiaries; earnings, financial position, cash flows, liquidity, financial covenants, return on capital and operating margins of the Company; anticipated investments and capital expenditures of the Company; 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 herein. Forward-looking statements contained in this press release 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 and Transparency 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. You should not place undue reliance on forward-looking statements, which are applicable only as at the date of this press release.

Appendix I contains an expected timetable of principal events.

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

PLACING AND OPEN OFFER AND FIRM PLACING TO RAISE

APPROXIMATELY £404 MILLION GROSS PROCEEDS 

(APPROXIMATELY £379 MILLION NET OF EXPENSES)

1.    Introduction

The Board of Directors of Premier proposes to undertake a Placing and Open Offer and a Firm Placing to raise approximately £379 million (net of expenses related to the equity financing) through the issue of 1,553,416,776 New Ordinary Shares at an Issue Price of 26 pence per New Ordinary Share (which represents a 9 per cent. discount to the Closing Price on the London Stock Exchange of 28.5 pence per Ordinary Share on 4 March 2009).  1,055,756,006 New Ordinary Shares will be issued through the Placing and Open Offer and 497,660,770 New Ordinary Shares will be issued through the Firm Placing.

The Placing and Open Offer is conditional upon, amongst other things, the approval of Shareholders at a General Meeting (scheduled for 23 March 2009) and upon the Placing Agreement becoming unconditional in all respects. The agreements between Premier and both its lending banks and the Trustees of its UK Defined Benefit Plans (described further below) are conditional upon the completion of the Placing and Open Offer and the Firm Placing and, as such, also rely on the Shareholders approving the Placing and Open Offer and the Firm Placing.

2.    Background to the Placing and Open Offer and the Firm Placing

Since 2001, Premier has been implementing a well defined strategy to develop its business. This strategy continues to be as follows, with an emphasis over the next few years on the first three elements as the Group seeks to continue reducing its debt:

•    to drive organic branded sales growth;

•    to focus on the UK and Republic of Ireland;

•    to leverage its scale to enhance its customer relationships, improve manufacturing and supply chain efficiency and reduce overhead costs; and

•    to acquire grocery brands, in particular 'great British brands', in order to drive long-term Shareholder value.

Following the acquisitions of Campbell's and RHM in 2006 and 2007 respectively, Premier commenced a transformation programme which the Board believes will enable the Group to leverage its scale, enhance its competitive position and optimise its profitability going forward.

Within this transformation programme is an integration programme, that is targeted to deliver £113 million of annual cost synergies largely through consolidating administration functions and manufacturing facilities and increased procurement efficiency, which remains on track to deliver the targeted synergies in full from 2010.

Following the completion of this transformation programme, Premier's management intends to shift the focus of the Group from cost reduction to sales growth in order to drive long-term growth in profitability. Going forward, management intends to leverage Premier's broad range of category capabilities and brand strength, coupled with the insight the Group has into UK consumer behaviour and needs, to drive revenue growth in the business.

3.    Reasons for the Placing and Open Offer and the Firm Placing

In view of the current volatile operating conditions and the Group's significant level of leverage following the acquisitions of Campbell's and RHM, the Board and its advisers have spent recent months examining ways of accelerating the reduction of Group debt in order to establish additional financial headroom and a more appropriate long-term capital structure.

The potential disposals of certain businesses have been explored. However, against the backdrop of current market conditions, the ability to achieve valuations that would materially reduce the Group's leverage has been limited and the Group has only implemented certain small disposals. 

The Board concluded that raising additional equity combined with a renegotiated agreement with its lending banks and an agreement with the Trustees of its UK Defined Benefit Plans would be the optimal route to achieving a more appropriate capital structure and the desired increase in financial headroom given the more challenging trading environment.

4.    Key elements of the proposals

Placing and Open Offer and Firm Placing

Over recent months the Company has held discussions with a number of parties interested in making a potential investment in it. Following these discussions, 1,055,756,006 New Ordinary Shares will be issued through the Placing and Open Offer and 497,660,770 New Ordinary Shares will be issued through the Firm Placing.

The Board is pleased to announce that, in addition to agreeing to subscribe for 246,153,846 Conditional Placed Shares subject to clawback Warburg Pincus has agreed to subscribe for 246,153,846 Firm Placed Shares. The Board would like to welcome Warburg Pincus as a long term supportive shareholder.

The Board believes that the support of the Placing and Open Offer and the Firm Placing from both existing Shareholders and new investors represents an important endorsement of Premier's long-term strategy and vision, and underscores the confidence of these institutions in Premier and its management team. In addition, the Open Offer allows existing Shareholders to participate in the issue of the Open Offer Shares on a pre-emptive basis while providing the Group with the flexibility to raise the necessary quantum of equity capital.

Debt facilities 

Conditional on completion of the Placing and Open Offer and the Firm Placing, the Company has reached agreement with its lending banks with respect to a revision to the terms of the Company's bank facilities under the Amended Term and Revolving Credit Facilities Agreement. The principal amendments are:

•    Final maturity date will be extended by approximately 21 months to December 2013;

•    The amortisation schedule will be amended;

•    The interest margin will be based on debt commitment rather than leverage levels; and

•    The net interest cover and debt cover covenants will be reset.

The Company believes that these amendments will provide it with significant covenant and liquidity headroom throughout the period of the amended agreement and anticipates that it will have reduced its net debt by the end of the agreement to a level which will facilitate refinancing the remaining debt even if current credit conditions persist. Total fees payable to the lender group are expected to be approximately £25 million and total restructuring and related advisory fees are expected to be approximately £26 million.

Pensions Agreement

In addition, conditional on completion of the Placing and Open Offer and the Firm Placing, the Company has reached agreement in principle with the trustees of its UK Defined Benefit Plans, under the Pensions Agreement, in order to provide greater certainty over future cash flows, and in particular those which may arise from any future increases in the funding deficit. The regular triennial valuations of the Group's UK Defined Benefit Plans are dependent on market conditions and actuarial assumptions, and future valuations may lead to the Group being required to pay increased pension contributions in the future. The next valuations of the Group's UK Defined Benefit Plans are scheduled for 2010. The trustees of the UK Defined Benefit Plans have agreed that deficit contributions to the UK Defined Benefit Plans will remain broadly at current levels until 2010 after which there are agreed rises in the period to 2014. Additional contributions, if required, to reduce any additional funding deficits in the UK Defined Benefit Plans in the 2010 valuations will be phased evenly over 2014 to 2022. However, despite this agreement in principle, if the trustees of the UK Defined Benefit Plans were to require renegotiation of the Pensions Agreement, this could give rise to different deficit funding arrangements.

5.    Use of Proceeds

The net proceeds of the Placing and Open Offer and the Firm Placing, amounting to approximately £379 million, will be used to repay £100 million of the term loan drawn under the Amended Term and Revolving Credit Facilities Agreement, to reduce the drawn balances under the revolving credit facility of the Amended Term and Revolving Credit Facilities and to pay fees to the Company's lender group as well as in respect of the restructuring of the Company's debt facilities and negotiation of the new Pensions Agreement. They may also be used to repay amounts outstanding under the 2009 Working Capital Facilities.

The Board believes that the resultant improvement in liquidity headroom and reduction in financial indebtedness, in conjunction with the revision to the terms of the Company's bank facilities under the Amended Term and Revolving Credit Facilities Agreement which is conditional upon completion of the Placing and Open Offer and the Firm Placing, will provide appropriate covenant and liquidity headroom through to the maturity of the revised facilities in December 2013 and give the Group an appropriate long-term capital structure.

6.    Details of the Placing and Open Offer and the Firm Placing

Qualifying Shareholders, on and subject to the terms and conditions of the Open Offer, are being given the opportunity under the Open Offer to apply for any number of Open Offer Shares at the Issue Price pro rata to their holdings, which represents a 9 per cent. discount to the Closing Price on the London Stock Exchange of 28.5 pence per Ordinary Share on 4 March 2009, up to a maximum of their pro rata entitlement on the following basis:

5 Open Offer Shares for every 4 Existing Ordinary Shares

The Open Offer is conditional, amongst other things, upon the passing of the Resolution and Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 24 March 2009 (or such later time and/or date as the Company and the Banks may determine, not being later than 8.00 a.m. on 30 April 2009). 

For Qualifying Non-CREST Shareholders completed Application Forms should be returned to the Registrar so as to be received by no later than 11.00 a.m. on 19 March 2009. For Qualifying CREST Shareholders the relevant CREST instructions must have settled by no later than 11.00 a.m. on 19 March 2009. It is expected that Admission of the New Ordinary Shares will become effective on 24 March 2009 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

1,055,756,006 New Ordinary Shares will be issued through the Placing and Open Offer and 497,660,770 New Ordinary Shares will be issued through the Firm Placing.

The commitments of the Conditional Placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders. The Placing and Open Offer and the Firm Placing have been fully underwritten by the Underwriters pursuant to the Placing Agreement and are conditional, inter alia, upon Admission.

The Board is pleased to announce that, in addition to agreeing to subscribe for 246,153,846 Conditional Placed Shares subject to clawback Warburg Pincus has agreed to subscribe for 246,153,846 Firm Placed Shares. The Board would like to welcome Warburg Pincus as a long term supportive shareholder.

Warburg Pincus and the Company have entered into a Relationship Agreement pursuant to which the Company has agreed, upon request, to appoint one Director nominated by Warburg Pincus to the Board subject to retention of a minimum interest of 239,802,158 Ordinary Shares (being 10 per cent. of the Company's issued Ordinary Shares as at Admission) and Warburg Pincus has agreed, with certain limited exceptions, not to acquire interests in excess of an additional 71,940,647 Ordinary Shares prior to Admission, not to acquire interests in Ordinary Shares in excess of the higher of Warburg Pincus' interest upon Admission and 15 per cent. of the Company's issued Ordinary Shares for 18 months following Admission, not to sell any interests in Conditional Placed Shares or Firm Placed Shares for 12 months following Admission, and not to make an offer for all of the issued ordinary share capital of the Company for a period of at least 18 months following Admission or, if later and Warburg Pincus has nominated a Director for appointment, the period ending on the date which is 6 months after the date on which there ceases to be a Warburg Pincus nominee Director on the Board.

Upon completion of the Placing and Open Offer and the Firm Placing, the New Ordinary Shares will represent approximately 65 per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 35 per cent. of the Enlarged Issued Share Capital.

7.     Dividend policy

As announced on 18 November 2008, the Board considered it appropriate to suspend dividend payments. The Board is committed to resuming dividend payments when possible but the future payment of dividends will be dependent upon the Company's ability to reduce its level of debt, the limitations on payment of future dividends imposed by the Company's debt agreements and the condition of the credit markets at the relevant time, with any final dividend being subject to the approval of Shareholders at a general meeting. The Amended Term and Revolving Credit Facilities Agreement imposes restrictions on the ability to announce dividends, which are subject to a leverage test and an interest cover test, with the payment being restricted to no more than 50 per cent. of the consolidated profits attributable to Shareholders for the previous financial year.

8.    Circular and Extraordinary General Meeting

The circular containing details of the Placing and Open Offer and the Firm Placing is expected to be posted to Shareholders shortly. For the purposes of effecting the Placing and Open Offer and the Firm Placing, the Resolution will be proposed at a General Meeting. At the end of the circular, you will find a notice convening a General Meeting of the Company, which is to be held at the offices of RBS Hoare Govett, 250 Bishopsgate at 11.00 a.m. on 23 March 2009. The full text of the Resolution is set out in that notice.

  APPENDIX I:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date
Ordinary Share Record Date for entitlement under the Open Offer	close of business on 3 March 2009
Announcement and publication of Circular and Application Form	5 March 2009
Ex-entitlement date for the Open Offer	8.00 a.m. on 6 March 2009
Open Offer Entitlements credited to stock account of Qualifying CREST Shareholders in CREST	by 6 March 2009
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 13 March 2009
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 16 March 2009
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 17 March 2009
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 19 March 2009
General Meeting	11.00 a.m. on 23 March 2009
Admission and commencement of dealings in the New Ordinary Shares	8.00 a.m. on 24 March 2009
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST	8.00 a.m. on 24 March 2009
Despatch of definitive share certificates for the New Ordinary Shares in certificated form	by 30 March 2009

(1)    Reference to times in this document are to London time unless otherwise stated.

(2)    The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Premier in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, Premier and the Banks may agree to defer Admission until such time as such withdrawal rights no longer apply.

(3)    Different deadlines and procedures for return of forms may apply in certain cases.

(4)    If you have any queries on the procedure for acceptance and payment, you should contact Equiniti, Shareholder Services, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on 0871 384 2918 or from outside the United Kingdom on [phone].

  APPENDIX II:

DEFINITIONS

'2009 Working Capital Facility Agreement'	the £60 million revolving credit facility between Premier and Barclays Bank, as facility agent, dated 12 January 2009, as amended on 5 March 2009;
'Admission'	the admission of the New Ordinary Shares to the Official List of the UKLA and to trading on the main market for listed securities of the London Stock Exchange, becoming effective, and references to 'Admission becoming effective' means its becoming effective in accordance with LR3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards published by the London Stock Exchange;
'Application Form'	the personalised application form on which Qualifying Non-CREST Shareholders who are registered on the register of Premier at the Record Date may apply for Open Offer Shares under the Open Offer;
'Amended Term and Revolving Credit Facilities Agreement'	the term and revolving credit facilities agreement between Premier and Lloyds TSB Bank plc, as facility agent, originally dated 3 December 2006, to be amended by way of a supplemental agreement dated 5 March 2009;
'Australia'	the Commonwealth of Australia, its territories and possessions;
'Board'	the board of directors of Premier;
'Banks'	Goldman Sachs International, N M Rothschild & Sons Limited, Citigroup Global Markets U.K. Equity Limited and RBS Hoare Govett Limited;
'Campbell's'	the Campbell's UK Group and certain intellectual property rights transferred to the Premier Group;
'Canada'	Canada, its provinces and territories and all areas under its jurisdiction and political subsidiaries thereof;
'certificated' or 'in certificated form'	not in uncertificated form;
'Conditional Placed Shares'	the aggregate 1,055,756,006 New Ordinary Shares which the Conditional Placees have agreed to subscribe for in the Conditional Placing;
'Conditional Placees'	Warburg Pincus and such other persons who have agreed or shall agree to subscribe for Conditional Placed Shares on the terms of the Placee Commitment Letters;
'CREST'	the relevant systems (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations);
'Defined Benefit Plans'	the UK Defined Benefit Plans, the Ireland Defined Benefit Plans and certain other defined contribution arrangements;
'Directors'	the directors of the Company at the date of this document and 'Director' means any one of them;
'Disclosure and Transparency Rules'	the Disclosure and Transparency Rules of the UK Listing Authority;
'Enlarged Issued Share Capital'	the ordinary share capital of the Company following completion of the Placing and Open Offer and the Firm Placing;
'Firm Placed Shares'	the aggregate 497,660,770 New Ordinary Shares which the Firm Placee has agreed to subscribe for in the Firm Placing;
'Firm Placees'	Warburg Pincus and such other persons who have agreed or shall agree to subscribe for Firm Placed Shares on the terms of the Placee Commitment Letters;
'Firm Placing'	the subscription by the Firm Placees for the Firm Placed Shares under the Firm Placee Subscription Agreement;
'General Meeting'	the general meeting of the Company convened for 11.00 a.m. on 23 March 2009, notice of which is set out at the end of the circular;
'Group'	the Company and its subsidiary undertakings and, where the context permits, each of them;
'Issue Price'	26 pence per New Ordinary Share;
'Japan'	Japan, its cities, prefectures, territories and possessions;
'Listing Rules'	the Listing Rules of the UK Listing Authority;
'London Stock Exchange'	London Stock Exchange plc;
'New Ordinary Shares'	the new Ordinary Shares to be issued by the Company in accordance with the Placing and Open Offer and the Firm Placing, and 'New Ordinary Share' means one of them;
'Open Offer'	the offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions set out in the circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form;
'Open Offer Entitlement'	an entitlement to apply for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer;
'Open Offer Shares'	the 1,055,756,006 Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer;
'Ordinary Shareholders'	the holders of the Ordinary Shares, and 'Ordinary Shareholder' means any one of them;
'Ordinary Shares' or 'shares'	the Ordinary Shares of one pence each in the capital of the Company and 'Ordinary Share' or 'share' means one of them;
'Premier' or the 'Company'	Premier Foods plc;
'Pensions Agreement'	the framework agreement signed by Premier and the trustees of the UK Defined Benefit Plans on 5 March 2009;
'PFPS'	Premier Foods pension scheme;
'PGPPS'	Premier Grocery Products pension scheme;
'PAPPS'	Premier Ambient Products pension scheme;
'Placee Commitment Letters'	the letters entered into, or to be entered into, by each of the Conditional Placees and the Firm Placees establishing the terms of their participation in the Placing and Open Offer and Firm Placing;
'Placing'	the placing of the Open Offer Shares in accordance with the Placing Agreement;
'Placing Agreement'	the placing agreement dated 5 March 2009 between Premier and the Underwriters;
'Prospectus Rules'	the rules made for the purposes of Part VI of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market;
'Qualifying CREST Shareholders'	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in uncertificated form;
'Qualifying Non-CREST Shareholders'	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in certificated form;
'Qualifying Shareholders'	holders of Ordinary Shares on the register of members of the Company at the close of business on the Record Date, with the exclusion (subject to certain exceptions) of Shareholders in the United States or who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdiction;
'Record Date'	3 March 2009;
'Registrar'	Equiniti of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
'Resolution'	the resolution to be proposed at the General Meeting;
'Restricted Jurisdiction'	Canada, Japan, Australia and the Republic of South Africa;
'RHM'	RHM Limited (formerly RHM plc), a company incorporated in England and Wales with registered number 3946774;
'RPS'	RHM Pension Scheme;
'Securities Act'	the US Securities Act of 1933, as amended;
'Shareholders'	the holders of any shares issued in the share capital of the Company from time to time and 'Shareholder' means any one of them;
'UK Defined Benefit Plans'	the PFPS, the RPS, the PGPPS and the PAPPS;
'UK Listing Authority' or'UKLA'	the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA;
'Underwriters'	Citigroup Global Markets U.K. Equity Limited and RBS Hoare Govett Limited;
'United Kingdom' or 'UK'	the United Kingdom of Great Britain and Northern Ireland;
'United States' or 'US'	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
'Warburg Pincus'	WP X Investments I Limited, a company incorporated by Warburg Pincus Private Equity X LP.

All references to 'pounds', 'pounds sterling', 'sterling', '£', 'pence' and 'p' are to the lawful currency of the United Kingdom.

All references to 'Euros' and '€' are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on European Union.

All references to 'US dollars' and '$' are to the lawful currency of the United States.

All references in this document to times are, unless the context otherwise appears, references to the time in London, United Kingdom.

 

END

 

 

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