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
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