Response to ICA Announcement

Premier Foods plc
09 February 2007

NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAW.



                          PREMIER FOODS PLC & RHM PLC



                ANNOUNCEMENT BY THE IRISH COMPETITION AUTHORITY



Premier Foods plc ('Premier') and RHM plc ('RHM') note the determination by the
Irish Competition Authority (the 'ICA') under section 21(2)(a) of the
Competition Act 2002 (the 'Act') that the acquisition by Premier of RHM (the '
Acquisition') may be put into effect given measures agreed between Premier and
the ICA under section 20(3) of the Act.



As a result, Premier will dispose of the Erin brand to address the ICA's
concerns that the Acquisition may lead to a substantial lessening of competition
in relation to gravy makers in the Irish market.



The Erin brand was acquired by Premier in August 2006 as part of the acquisition
of Campbell's UK and Ireland business.  For the year ended 31 July 2005, sales
of the Erin brand were £9m.



The Acquisition has already received unconditional clearance by the Office of
Fair Trading in the United Kingdom.  No other regulatory reviews are pending.



Timetable



The measures agreed with the ICA are not expected to have any effect upon the
timetable for the Acquisition.



An extraordinary general meeting of Premier shareholders to approve, amongst
other things, the Acquisition is due to take place at 10.00 a.m. on 15 February
2007, the Court meeting of RHM shareholders in respect of the Scheme is due to
take place at 12.00 p.m. on 15 February 2007, and an extraordinary general
meeting of RHM Shareholders to approve, amongst other things, the Scheme is due
to take place at 12.15 p.m. on 15 February 2007.  The Scheme is expected to
become effective on 16 March 2007.



References to times in this announcement are to London times.  Terms not
otherwise defined in this announcement have the same meaning as given in the
prospectus of Premier dated 22 December 2006.





For further information, please contact:


Premier                                                     Tel:   [phone]
Robert Schofield, Chief Executive
Paul Thomas, Finance Director
Robert Lawson, Director of Mergers and Acquisitions and Investor Relations
Gwyn Tyley, Investor Relations Manager




RHM                                                         Tel:   [phone]
Ian McMahon, Chief Executive Officer
Andrew Allner, Group Finance Director
John McIvor, Director of Investor Relations and Industry Strategy


Rothschild (financial adviser to Premier)                   Tel:   [phone]
Akeel Sachak
Alexis Masters
Robert Plowman


Credit Suisse (joint financial adviser and corporate 
   broker to RHM)                                           Tel:   [phone]
George Maddison
Ian Brown
Richard Crawley (Corporate Broker)


Citigroup (joint financial adviser to RHM)                 Tel:   [phone]
Iain Robertson
Ian Carnegie-Brown
Irfan Shariff


Citigate Dewe Rogerson (PR advisers to Premier Foods)      Tel: [phone]
Michael Berkeley
Justin Griffiths


Financial Dynamics ( PR advisers to RHM)                   Tel: [phone]
Andrew Lorenz
Richard Mountain



This announcement has been issued by, and is the joint responsibility of,
Premier and RHM.



N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting as financial
adviser and sponsor to Premier and no one else in relation to the matters
described in this announcement and will not be responsible to any person other
than Premier for providing the protections afforded to clients of N M Rothschild
& Sons Limited, nor for providing advice in relation to the matters described in
this announcement.



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.



This announcement does not constitute an offer to sell or the solicitation of an
offer to buy New Ordinary Shares.  The offer to acquire New Ordinary Shares in
connection with the Acquisition is being made solely on the basis of information
contained in the prospectus of Premier dated 22 December 2006.



The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Canada, Australia, Japan or any
other jurisdiction where to do 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 United States Securities Act of 1933, as amended, and may not be
offered or sold, directly or indirectly, in the United States absent
registration or 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 within
the United States.


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            The company news service from the London Stock Exchange