Result of Placing and Open Of

RNS Number : 1807P

Premier Foods plc

20 March 2009

 



NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA

20 March 2009

PREMIER FOODS PLC

Result of Placing and Open Offer

On 5 March 2009, the Board of Directors of Premier Foods plc ('Premier', or the 'Company') announced details of a proposed Placing and Open Offer and Firm Placing to raise approximately £379 million (net of expenses related to the equity financing) through the issue of 1,553,416,776 New Ordinary Shares at an Issue Price of 26 pence per New Ordinary Share, with 1,055,756,006 Open Offer Shares to be issued through the Placing and Open Offer and 497,660,770 Firm Placed Shares to be issued through the Firm Placing. 

The Open Offer has now closed in accordance with its terms. Premier is pleased to announce that 697,299,019 Open Offer Shares in aggregate have been subscribed for by Qualifying Shareholders under the Open Offer. This represents approximately 66.05 per cent. of the Open Offer Shares offered pursuant to the Open Offer.

Accordingly, the remaining 358,456,987 Open Offer Shares, representing approximately 33.95 per cent. of the New Ordinary Shares issued through the Placing and Open Offer, have been allocated to the investors with whom they had been conditionally placed. Of those shares, 83,575,718 Open Offer Shares have been allocated to Warburg Pincus in addition to the 246,153,846 shares subscribed for by it under the Firm Placing.  

The Placing and Open Offer and Firm Placing is conditional upon, amongst other things, the approval of Shareholders at a General Meeting (scheduled for 23 March 2009) and upon Admission. The 1,553,416,776 New Ordinary Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on Tuesday, 24 March, 2009. Thereafter Premier will have a total of 2,398,021,581 shares issued and outstanding. 

Set out below is an expected timetable of principal events in relation to the Placing and Open Offer and Firm Placing. 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date
General Meeting	11.00 a.m. on 23 March 2009
Admission and commencement of dealings in the New Ordinary Shares	8.00 a.m. on 24 March 2009
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST	8.00 a.m. on 24 March 2009
Despatch of definitive share certificates for the New Ordinary Shares in certificated form	by 30 March 2009

(1)    References to times in this announcement are to London time unless otherwise stated.

(2)    The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by Premier in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, Premier and the Banks may agree to defer Admission until such time as such withdrawal rights no longer apply.

This announcement should be read in conjunction with the full text of the Prospectus published by Premier on 5 March 2009. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of the Prospectus are available for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) at Premier Foods plc, Premier House, Centrium Business Park, Griffiths Way, St. Albans, Hertfordshire AL1 2RE and at Weil Gotshal & Manges, 1 South Place, London EC2M 2WG up to and including the date of Admission and have also been published at www.premierfoods.co.uk.

Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus. 

For further information, please contact:

Premier Foods plc Paul Thomas, Finance Director Gwyn Tyley, Director of Investor Relations  Richard Godden, Investor Relations Manager	[phone]
Maitland Neil Bennett Brian Hudspith Emma Burdett	[phone]
Goldman Sachs International (Joint Sponsor and Joint Financial Adviser) Anthony Gutman Dominic Lee	[phone]
Rothschild (Joint Sponsor and Joint Financial  Adviser) Akeel Sachak Adam Young	[phone]
Citi (Joint Bookrunner, Joint Broker and Joint Underwriter) Nigel Mills  Alex Carter	[phone]
RBS Hoare Govett (Joint Bookrunner, Joint Broker and Joint Underwriter) Paul Nicholls Luke Simpson	[phone]

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

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor and joint financial adviser to the Company in connection with the Placing and Open Offer and the Firm Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor and joint financial adviser to the Company in connection with the Placing and Open Offer and the Firm Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

Citigroup Global Markets U.K. Equity Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, joint broker and joint underwriter to the Company in connection with the Placing and Open Offer and the Firm Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

RBS Hoare Govett Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, joint broker and joint underwriter to the Company in connection with the Placing and Open Offer and the Firm Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

IMPORTANT NOTICE:

The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or the Republic of South Africa.

The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The information in this press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

 

END

 

 

MSCEAEDNFLNNEAE