Publication of Prospectus
Premier Foods plc
07 March 2007
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
PREMIER FOODS PLC
PUBLICATION OF SUPPLEMENTARY PROSPECTUS IN RESPECT OF
2006 PRELIMINARY RESULTS
Following the publication of the prospectus relating to Premier Foods plc
('Premier' and, together with its subsidiary undertakings, the 'Group') dated 22
December 2006 (the 'Prospectus') in relation to the proposed acquisition of RHM,
the proposed issue of up to 353,715,335 New Ordinary Shares and the application
for admission of those New Ordinary Shares to the Official List and to trading
on the London Stock Exchange, Premier announces that a supplementary prospectus
(the 'Supplementary Prospectus') is expected to be made available to Premier
Shareholders and RHM Shareholders later today by publishing it on Premier's
website (www.premierfoods.co.uk) and RHM's website (www.rhm.com) for the
purposes of disclosing the consolidated preliminary results of the Group for the
twelve months ended 31 December 2006, which were announced yesterday.
Copies of the Supplementary Prospectus 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 Supplementary Prospectus until
Admission, which is expected to be on 16 March 2007, at the registered office of
Premier Foods plc at Premier House, Centrium Business Park, Griffiths Way, St.
Albans, Hertfordshire AL1 2RE and at the offices of Weil, Gotshal & Manges, One
South Place, London EC2M 2WG.
Copies of the Supplementary Prospectus have been submitted to the UK Listing
Authority and 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 4 December 2006
shall have the same meanings when used in this announcement, unless the context
requires otherwise.
For further enquiries, 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 (financial adviser to Premier): 020 7280 5000
Akeel Sachak
Alexis Masters
Robert Plowman
Merrill Lynch International (corporate broker to Premier): 020 7996 1000
Simon Mackenzie Smith
Peter Tracey
Chris Snoxall
Hoare Govett (corporate broker to Premier): 020 7678 8000
Ranald McGregor-Smith
Jeremy Thompson
Luke Simpson
Citigate Dewe Rogerson (PR adviser to Premier): 020 7638 9571
Michael Berkeley
Justin Griffiths
RHM: on the day of announcement 020 7269 7121; thereafter, 01628 478 484
Ian McMahon, Chief Executive Officer
Andrew Allner, Group Finance Director
John McIvor, Director of Investor Relations and Industry Strategy
Credit Suisse (financial adviser to RHM): 020 7888 8888
James Leigh-Pemberton
George Maddison
Ian Brown
Citigroup (financial adviser to RHM): 020 7986 4000
Ian Carnegie-Brown
Iain Robertson
Irfan Shariff
Credit Suisse (corporate broker to RHM): 020 7888 8888
Richard Crawley
Financial Dynamics (PR adviser to RHM): 020 7269 7121
Andrew Lorenz
Richard Mountain
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Premier and no-one
else in connection with the Offer and will not be responsible to any person
other than Premier for providing the protections afforded to its customers or
for providing advice in relation to the Offer or in relation to the contents of
this announcement or any transaction or arrangement referred to herein.
Merrill Lynch International is acting exclusively for Premier and no-one else in
connection with the Offer and will not be responsible to anyone other than
Premier for providing the protections afforded to clients of Merrill Lynch
International or for providing advice in relation to the Offer or any other
matters referred to in this announcement.
Hoare Govett Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as joint broker to Premier and
no-one else in connection with the Offer and will not be responsible to any
person other than Premier for providing the protections afforded to its
customers or for providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.
Credit Suisse, which is authorised and regulated by the Financial Services
Authority, is acting for RHM and no-one else in connection with the Offer and
will not be responsible to anyone else other than RHM for providing the
protections afforded to clients of Credit Suisse or for providing advice in
relation to the Offer or any other matters referred to in this announcement.
Citigroup, which is authorised and regulated by the Financial Services
Authority, is acting for RHM and no-one else in connection with the Offer and
will not be responsible to anyone else other than RHM for providing the
protections afforded to clients of Citigroup or for providing advice in relation
to the Offer or any other matters referred to in this announcement.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer or
solicitation is unlawful.
This announcement has been prepared for the purposes of complying with English
law, the Listing Rules, the rules of the London Stock Exchange and the City Code
and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside of the United Kingdom.
This announcement does not constitute an offer to purchase, sell or exchange or
the solicitation of an offer to purchase, sell or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise, nor shall there be any purchase, sale or exchange of securities or
such solicitation in any jurisdiction in which such offer, solicitation or sale
or exchange would be unlawful prior to the registration or qualification under
the laws of such jurisdiction.
This announcement does not constitute a prospectus or prospectus equivalent
document. RHM Shareholders are advised to read carefully the formal
documentation in relation to the Offer once the Scheme Document has been
dispatched.
The New Premier Shares may not be offered or sold in the United States absent
registration under the US Securities Act or an exemption therefrom. Premier has
not registered and does not intend to register any New Premier Shares under the
US Securities Act. Any New Premier Shares will be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. In the event that the Offer is implemented by way
of a takeover offer, any public offering of the New Premier Shares to be made in
the United States will be made by means of an offer document that may be
obtained from Premier or RHM and that will contain detailed information about
the terms of the Offer and Premier, RHM and their management, as well as
financial statements. RHM Shareholders who are or will be 'affiliates' of RHM or
Premier prior to, or Premier after, the effective date of the Scheme will be
subject to certain US transfer restrictions relating to the New Premier Shares
received under the Offer.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of Premier or of RHM, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective, or on which the 'offer
period' for the purposes of the City Code otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of Premier or RHM,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Premier or of RHM by Premier or RHM, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange