Prospectus and Circular

Premier Foods plc
27 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


ANNOUNCEMENT OF TERMS AND EXPECTED TIMETABLE FOR THE RIGHTS ISSUE RELATING TO
THE PROPOSED ACQUISITION OF CAMPBELL'S UK & IRELAND


               PUBLICATION OF COMBINED PROSPECTUS AND CIRCULAR



Rights Issue Terms


Further to its announcement on 12 July 2006, Premier Foods plc ('Premier')
announces that a combined prospectus and circular (the 'Prospectus') relating to
the proposed acquisition of the UK and Irish businesses of Campbell Soup Company
(the 'Acquisition') and a proposed fully underwritten rights issue (the 'Rights
Issue') is being posted today.  Accordingly, the terms of the Rights Issue,
including the Issue Price and the number of New Ordinary Shares have now been
determined.


The Issue Price will be 185 pence per New Ordinary Share.   The Issue Price
represents a discount of approximately 40.2 per cent. to the middle market
closing price of 309.5 pence per Ordinary Share on 11 July 2006, being the last
business day prior to the announcement of the Rights Issue.


Under the terms of the Rights Issue, Premier will offer New Ordinary Shares by
way of rights to all ordinary shareholders on Premier's register of members at
the close of business on 11 August 2006 (the 'Record Date') ('Qualifying
Shareholders') on the basis of one New Ordinary Share for every one existing
Ordinary Share held and so in proportion for any other number of existing
Ordinary Shares then held.



The Rights Issue is expected to raise gross proceeds of approximately £458.5
million and to result in the issue of 247,847,545 New Ordinary Shares
(representing 50 per cent. of the issued share capital of Premier, as enlarged
by the Rights Issue).



The Prospectus includes a notice convening an extraordinary general meeting to
be held at 4.00 p.m. on 14 August 2006 at the offices of ABN AMRO, 250
Bishopsgate, London EC2M 4AA (the 'Extraordinary General Meeting'), at which
resolutions will be put to Shareholders to approve the Acquisition, increase the
authorised share capital of the Company and grant the Directors authority to
allot the New Ordinary Shares (the 'Resolutions').



Provisional allotment letters in respect of entitlements to New Ordinary Shares
pursuant to the Rights Issue (the 'Provisional Allotment Letters') will be
dispatched after the Extraordinary General Meeting on 14 August 2006 to
Qualifying Shareholders whose shares are held in certificated form, other than
certain overseas shareholders.   It is expected that New Ordinary Shares in nil
paid form ('Nil Paid Rights') will be credited to the stock accounts of
Qualifying Shareholders whose shares are held in CREST as soon as practicable
after 8.00 a.m. on 15 August 2006.



Applications have been made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares to be admitted, nil paid, to the Official
List and to trading on the main market of the London Stock Exchange (together, '
Admission').  It is expected that Admission will occur and that dealings will
commence in the Nil Paid Rights at 8.00 a.m. on 15 August 2006.  It is also
expected that the existing Ordinary Shares will be marked 'ex-rights' at that
time by the London Stock Exchange.



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 that they will not
rank for any interim dividend which may be paid in respect of the six months
ended 1 July 2006). In the event that an interim dividend is declared in respect
of the six month period ended 1 July 2006, it is expected that the existing
Ordinary Shares will be marked 'ex-dividend' on 16 August 2006.



The latest time and date for acceptance and payment in full is expected to be
11.00 a.m. on 7 September 2006.  The results of the Rights Issue are expected to
be announced by 8.00 a.m. on 8 September 2006.



The Rights Issue is fully underwritten by Merrill Lynch International and Hoare
Govett Limited.



The Rights Issue is conditional on, amongst other things, the passing of the
Resolutions at the Extraordinary General Meeting, the satisfaction of all
conditions to the underwriting agreement and Admission.



Acquisition Strategy



Premier, as part of its stated strategy, continuously evaluates potential
acquisition opportunities which are assessed according to a strict set of
acquisition criteria. In accordance with this strategy, Premier is at the early
stages of evaluating the possible acquisition of part of the business of United
Biscuits ('UB').



Premier has formed a consortium with two other parties to explore this possible
acquisition. The consortium has made an indicative offer to UB's owners, which
was non-binding and was designed to facilitate access into a formal auction
process for the sale of UB. Premier has been accepted into a formal auction
process and accordingly has recently been granted access to limited due
diligence information. At present the consortium has not submitted a firm bid
for UB and negotiations between the consortium and UB or its owners have not
commenced.



It is possible that the consortium may make a further offer. Should the
consortium submit a bid which is acceptable to the owners of UB then the
consortium could enter into negotiations, which may result in Premier acquiring
part of the UB business. However, it is possible that Premier's participation in
the process could cease at any time should either Premier or the owners of UB
decide not to proceed, or the owners of UB decide to sell to another buyer.



If Premier (whether or not part of the existing consortium) and the owners of UB
ultimately agree a transaction, an appropriate financing structure will be put
in place. However, Premier believes that the Rights Issue will provide it with
the financial flexibility to pursue this acquisition without recourse to
Shareholders.  In addition, any such acquisition by Premier would very likely
require the approval of Shareholders under the Listing Rules.



Given the uncertainty surrounding this potential acquisition, Shareholders
should not make any assumption about the likelihood of such acquisition
proceeding, the potential terms (including price) of any such acquisition, the
method of financing any such acquisition or the timetable for any such
acquisition, when deciding whether to subscribe for shares in the Rights Issue
or whether to vote in favour of the Acquisition of Campbell's UK.



Expected Timetable of Principal Events


                                                                                          2006
Expected date of announcement of interim results                                    Monday 7 August
Record Date for Rights Issue                                                      Close of business on
                                                                                    Friday 11 August
Latest time and date for receipt of forms of proxy for the Extraordinary        4.00 p.m. on Saturday 12
General Meeting                                                                          August
Extraordinary General Meeting                                                    4.00 p.m. on Monday 14
                                                                                         August
Dispatch of Provisional Allotment Letters                                           Monday 14 August
Dealings expected to commence in New Ordinary Shares, nil paid, on the London   8.00 a.m. on Tuesday 15
Stock Exchange and existing Ordinary Shares marked 'ex-rights'                           August
Nil Paid Rights and Fully Paid Rights enabled in CREST                           as soon as practicable
                                                                               after 8.00 a.m. on Tuesday
                                                                                       15 August
Expected date of completion of the Acquisition                                     Tuesday 15 August
Existing Ordinary Shares marked 'ex-dividend' (if a dividend is paid in           Wednesday 16 August
respect of the six months ended 1 July 2006)
Recommended latest time and date for depositing renounced Provisional            3.00 p.m. on Monday 4
Allotment Letters, nil paid, into CREST or for dematerialising Nil Paid or             September
Fully Paid Rights into a CREST stock account
Latest time and date for splitting Provisional Allotment Letters, nil paid and   3.00 pm. on Tuesday 5
fully paid                                                                             September
Latest time and date for acceptance, delivery of Nil Paid Rights,  payment in   11.00 a.m. on Thursday 7
full for rights taken up in CREST and  registration of renunciation of                 September
Provisional Allotment Letters
Commencement of dealings in New Ordinary Shares fully paid on the London Stock   8.00 a.m. on Friday 8
Exchange                                                                               September
New Ordinary Shares in uncertificated form credited to stock accounts in CREST     Friday 8 September
Expected date of dispatch of definitive share certificates for New Ordinary      by Friday 15 September
Shares in certificated form



Notes:

(1)        Reference to times and dates in this announcement are to London times
and dates.

(2)        The times and dates set out in the expected timetable of principal
events above and set out in the Prospectus (and to be set out in the Provisional
Allotment Letters) may be adjusted by Premier (with the agreement of Merrill
Lynch and Hoare Govett), in which event details of the new times and dates will
be announced, where appropriate, via a Regulatory Information Service and will
be notified to the FSA and to the London Stock Exchange.  Pursuant to the
underwriting agreement entered into by the Company, Merrill Lynch and Hoare
Govett, if a supplementary prospectus is issued by the Company two or fewer
business days prior to the date specified in the timetable above as the latest
date for acceptance and payment in full, such date shall be extended to the date
which is three business days after the date of issue of the supplementary
prospectus.



Copies of the Prospectus and a form of proxy in respect of the Extraordinary
General Meeting (the 'Form of Proxy') will be available for inspection during
usual business hours on any weekday (Saturdays, Sundays and public holidays
excepted) from the date of publication of the Prospectus until Admission, which
is expected to be on 15 August 2006, at the registered office of Premier Foods
plc at Premier House, Centrium Business Park, Griffiths Way, St. Albans,
Hertfordshire AL1 2RE. Alternatively, copies of the Prospectus and the Form of
Proxy can be requested from Lloyds TSB Registrars, The Causeway, Worthing, West
Sussex BN99 6DA.  Copies of the Prospectus will be made available free of charge
upon request.



In addition, the Prospectus and Form of Proxy will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility at the
Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14
5HS.



Definitions used in the announcement made by the Company on 12 July 2006 shall
have the same meanings when used in this announcement, unless the context
requires otherwise.



For further information, please contact:



Premier: 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 the Rights 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 information is provided by RNS
            The company news service from the London Stock Exchange      IOERRMFTMMJTMTF