Offer Price

Premier Foods PLC
20 July 2004




20 July 2004



  Not for release, publication or distribution in, or into, the United States,
                           Canada, Australia or Japan



                               PREMIER FOODS PLC

                 ANNOUNCEMENT OF OFFER PRICE AT 215p PER SHARE



Premier Foods plc ('Premier' or 'the Company'), one of the leading suppliers of
ambient grocery products in the United Kingdom, today announces the pricing of
its initial public offering to institutional investors (the 'Global Offer').


  • Offer price set at 215p per ordinary share


  • Based on the above offer price per share, the market capitalisation of
    Premier Foods plc at the commencement of dealing will be approximately £527
    million


  • Gross proceeds of the Global Offer will be £350 million (assuming no
    shares are acquired pursuant to the over-allotment arrangements) raising net
    proceeds for the Company of approximately £106 million


  • Over-allotment arrangements in respect of up to 15% of the Global Offer


  • Conditional dealings expected to commence on the London Stock Exchange at
    8.00am today


  • Admission to the Official List of the UK Listing Authority ('Admission')
    and commencement of unconditional dealings on the London Stock Exchange
    expected at 8.00am on 23 July 2004



Robert Schofield, Chief Executive of Premier Foods plc, said:


'Premier has received a positive reception from investors in respect of the
Global Offer and we are delighted to be listing on the London Stock Exchange in
what we believe is the natural next step in our strategy to develop our
business.   We look forward to further consolidating Premier's position as one
of the leading suppliers of ambient grocery products in the UK.'



Details of the Global Offer


Approximately 162.8 million shares are being made available under the Global
Offer, comprising a primary offer of approximately 55.1 million ordinary shares
and a secondary offer of approximately 107.7 million ordinary shares.  In
addition, over-allotment arrangements representing up to 15 per cent. of the
Global Offer - or approximately 24.4 million ordinary shares - have been entered
into (not forming part of the primary offer).


Immediately following Admission (assuming no exercise of the over-allotment
arrangements) it is expected that approximately 66.5 per cent. of the Company's
ordinary shares will be held in public hands and that HMTF Premier Limited (an
entity controlled by funds advised by Hicks, Muse, Tate & Furst), will own
approximately 30.4 per cent. If the over-allotment arrangements are exercised in
full, these holdings would be 76.4 per cent. and 20.4 per cent. respectively.


Gross proceeds of the Global Offer will be £350 million, comprising
approximately £118 million from the primary offer and approximately £232 million
from the secondary offer.  If the over-allotment arrangements are exercised in
full, gross proceeds will increase to approximately £403 million. None of the
proceeds arising from the exercise of the over-allotment arrangements will be
received by Premier.


The Company intends to use the net proceeds of the primary offer (approximately
£106 million) primarily to repay existing indebtedness.


Conditional dealings on the London Stock Exchange are expected to commence at
8.00am today.  Admission to the Official List of the UK Listing Authority and
commencement of unconditional dealings on the London Stock Exchange's main
market for listed securities is expected to take place at 8.00am on 23 July
2004. The shares will be listed on the London Stock Exchange under the symbol
PFD.


Merrill Lynch International, ABN AMRO Rothschild and JPMorgan are acting as
joint global co-ordinators and joint bookrunners to the Global Offer.  Merrill
Lynch is sponsor to the Global Offer.


For further information:



Merrill Lynch International     ABN AMRO Rothschild         JPMorgan
[phone]            [phone]        [phone]
Rupert Hume-Kendall             Adam Young                  Arjun Khullar


                                Citigate Dewe Rogerson
                                [phone]
                                Sue Pemberton/Sara Batchelor




This announcement has been issued by and is the responsibility of Premier Foods
plc and has been approved solely for the purpose of section 21 of the Financial
Services and Markets Act 2000 by Merrill Lynch International of Merrill Lynch
Financial Centre, 2 King Edward Street, London EC1 1HQ, N M Rothschild & Sons
Limited (for and on behalf of ABN AMRO Rothschild) of New Court, St. Swithin's
Lane, London EC4P 4DU and J.P. Morgan Securities Ltd. of 125 London Wall, London
EC2Y 5AJ, which are regulated in the United Kingdom by the Financial Services
Authority.

Merrill Lynch International, ABN AMRO Rothschild and J.P. Morgan Securities Ltd.
are acting for Premier Foods plc and Hicks Muse Tate & Furst in connection with
the Global Offer and no one else, and will not be responsible to anyone other
than Premier Foods plc for providing the protections offered to clients of
Merrill Lynch International, ABN AMRO Rothschild and J.P. Morgan Securities
Ltd., nor for providing advice in relation to the Global Offer.

The information contained herein is not for publication or distribution to
persons in the United States.  This announcement is not an offer of securities
for sale in the United States.  The securities referred to herein have not been
and will not be registered under the US Securities Act of 1933, as amended, and
may not be offered or sold without registration thereunder or pursuant to an
available exemption therefrom.  Any public offering of securities to be made in
the United States would be by means of a prospectus that could be obtained from
Premier Foods plc and that would contain detailed information about Premier
Foods plc and its management, as well as financial statements.  However, no
public offering of securities in the United States is currently contemplated and
Premier Foods plc does not intend to register any portion of any offering in the
United States.


This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to purchase or subscribe for
securities and any subscription for or purchase of, or application for, shares
in Premier Foods plc to be issued or sold in connection with the Global Offer
should only be made on the basis of information contained in the listing
particulars expected to be published today in connection with the Global Offer
and any supplements thereto.  The listing particulars will contain certain
detailed information about Premier Foods plc and its management, as well as
financial statements and other financial data.


This announcement and the information contained herein are not for publication,
distribution or release in, or into, the United States, Canada, Australia or
Japan.  Stabilisation / FSA.


The contents of this announcement includes statements that are, or may be deemed
to be, 'forward-looking statements'.  These forward-looking statements can be
identified by the use of forward-looking terminology including the terms 
'believes', 'plans', 'projects', 'targets', 'aims', 'would', 'could', 
'anticipates', 'expects', 'intends', 'may' or 'will', and include statements 
that Premier Foods plc makes concerning the intended results of its strategy. 
By their nature, all forward-looking statements address matters that involve
risk and uncertainties and readers are cautioned that any such forward-looking
statements are not guarantees of future performance.  Premier Foods plc's
results may differ materially from those predicted by the forward-looking
statements.  Subject to any obligations under the Listing Rules following
Admission, Premier Foods plc undertakes no obligation to update publicly or
revise forward-looking statements, except as may be required by law.


                      This information is provided by RNS
            The company news service from the London Stock Exchange