Result of EGM

RNS Number : 8244C

Premier Foods plc

20 March 2014

 



Premier Foods plc

20 March 2014

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR NEW ZEALAND AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PREMIER FOODS PLC

Result of General Meeting

A General Meeting of Premier Foods plc (the "Company") was held on 20 March 2014 at 10.00 a.m. at Doubletree by Hilton London West End, 92 Southampton Row, London WC1B 4BH. The ordinary resolutions to approve the JV Transaction and authorise the participation of Warburg Pincus as a Placee in the Placing, and the special resolution to approve the Placing and the Rights Issue (the "Resolutions"), as set out in the circular sent to shareholders on 4 March 2014 (the "Circular"), were duly passed on a poll vote.

The table below shows the votes received for and against the Resolutions, representing a total of 59.38 per cent. of the 239,849,139 ordinary shares in issue as at the date of the meeting.

Resolution	For	%	Against	%	Total cast	Votes withheld
To approve the JV Transaction	140,001,624	98.31	2,413,591	1.69	142,415,215	978,346
To approve the subscription by Warburg Pincus of 13,333,755 Placing Shares	92,589,323	91.85	8,214,127	8.15	100,803,450	42,590,111*
To approve the Placing and the Rights Issue	140,002,854	98.30	2,415,061	1.70	142,417,915	975,646

* Includes 41,573,972 shares withheld by Warburg Pincus

The voting figures will be displayed shortly on the Company's website at www.premierfoods.co.uk.

A copy of the Resolutions will shortly be available for inspection on the UK Listing Authority's National Storage Mechanism at www.hemscott.com/nsm.do

The Prospectus published by the Company on 4 March 2014 is also available for inspection at www.premierfoods.co.uk.

Provisional Allotment Letters are expected to be posted tomorrow to Qualifying non-CREST Shareholders, other than (subject to certain exceptions) Qualifying non-CREST Shareholders who are Excluded Shareholders.

It is expected that Placing Admission and Admission of the New Ordinary Shares (nil paid) will occur and dealings in the Placing Shares and the New Ordinary Shares (nil paid) will commence at or around 8.00 a.m. on 24 March 2014.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on 7 April 2014.

The Capital Refinancing Plan is expected to complete on 14 April 2014 and the JV Transaction is expected to complete on 26 April 2014.

Enquiries

For further information contact:

Andrew McDonald

General Counsel & Company Secretary

Tel: [phone]

IMPORTANT NOTICE

This announcement is an advertisement and not a prospectus. The Prospectus was published on 4 March 2014. Nothing in this announcement should be interpreted as a term or condition of the Placing or the Rights Issue. Investors should not subscribe for or purchase, sell or dispose of any New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights or the Fully Paid Rights in the Company except on the basis of information in the Prospectus published by the Company in connection with the Placing and the Rights Issue.

Capitalised terms defined in the Prospectus and Circular dated 4 March 2014 shall have the same meaning when used in this announcement.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue securities in the United States, Australia, Canada, Japan or New Zealand or any other jurisdiction.

This announcement and the information contained in it does not constitute or form part of any offer for sale of securities, nor a solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or New Zealand or any other jurisdiction.

The Prospectus has been published and is available on the Company's website at www.premierfoods.co.uk provided that the Prospectus is not available (whether through the website or otherwise) to Shareholders in Excluded Territories subject to certain exceptions with respect to the United States and Canada. The Prospectus provided further details of the Placing and Rights Issue. The Prospectus is not for distribution in the United States, Australia, Canada, Japan or New Zealand.

Each of Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners are acting for the Company and no one else in connection with the Placing and Rights Issue and will not regard any other person as a client in relation to the Placing and Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or the Rights Issue or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners by FSMA or the regulatory regime established thereunder or under US securities law or other law, Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners accept no responsibility whatsoever for, or regarding the legality of any investment in, nor make any representation or warranty, express or implied, in relation to, the contents of this document, including its accuracy, completeness or verification of for any other statement made or purported to be made by it, or on its behalf, in connection with Premier Foods plc, the Placing Shares, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, the Placing or the Rights Issue. Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners accordingly disclaim all and any responsibility or liability whether in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.

None of the securities referred to in this announcement, nor the Provisional Allotment Letters, have been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (including its territories and possessions, any state of the United States and the District of Columbia) absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register any part of the Placing or the Rights Issue in the United States or to conduct a public offering of securities in the United States. Any offering of securities will be made by means of the Prospectus which may be obtained from the Company and contains detailed information about the Company and management as well as financial statements. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

None of the securities referred to in this announcement, nor the Provisional Allotment Letters, have been, and will not be, registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the Excluded Territories except pursuant to an applicable exemption from registration and in compliance with any applicable securities laws. There will be no public offer of any of the securities referred to in this announcement in any of the Excluded Territories.

The contents of the websites of the Company do not form part of this announcement.

The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

 

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