Result of EGM
Premier Foods plc
14 August 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
RESULTS OF EXTRAORDINARY GENERAL MEETING
ACQUISITION OF CAMPBELL'S UK AND RIGHTS ISSUE
Premier announces that at the Extraordinary General Meeting held today for the
purposes of passing certain resolutions relating to the acquisition of
Campbell's UK and to the Rights Issue announced on 12 July 2006, the resolutions
put to the meeting were duly passed without amendment.
Accordingly, Premier expects that admission of the Nil Paid Rights to the
Official List will take place and that trading of the Nil Paid Rights on the
main market for listed securities of the London Stock Exchange will commence at
8.00 am on Tuesday 15 August 2006. It is expected that Nil Paid Rights will be
credited to the stock accounts of Qualifying CREST Shareholders (other than
Excluded Overseas Shareholders) and enabled in CREST as soon as practicable
after 8.00 am on Tuesday 15 August 2006. Provisional Allotment Letters will
today be posted to Qualifying Non-CREST Shareholders. The latest time and date
for acceptance and payment in full under the Rights Issue is 11.00 am on Tuesday
7 September 2006.
Completion of the acquisition of Campbell's UK is scheduled to take place on
Tuesday 15 August 2006.
The proxy votes lodged on each resolution were as follows:
to increase the authorised share capital and to grant to the
directors of Premier authority to allot relevant securities -
132,247,555 votes for, 38,950 votes against; and 184,136 abstained
from voting;
to approve the acquisition of Campbell's UK - 132,388,645 votes for;
3,550 votes against; and 78,446 abstained from voting.
Terms used in the prospectus of the Company dated 27 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
Paul Thomas, Finance 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 contained in the
Prospectus 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
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