Publication of prospectus

Premier Foods plc
22 December 2006

FOR IMMEDIATE RELEASE

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.   

                                                                22 December 2006 

                             PREMIER FOODS PLC

                   PUBLICATION OF PROSPECTUS AND CIRCULAR 

Further to its announcement on 4 December 2006, Premier Foods plc ('Premier' or
'the Company') announces that a prospectus (the 'Prospectus') and a circular
(the 'Circular') relating to the proposed acquisition (the 'Acquisition') by
Premier of RHM plc ('RHM'), to be effected by means of a scheme of arrangement
pursuant to section 425 of the Companies Act 1985 (the 'Scheme') are in the
course of being posted today to shareholders in Premier.  The Prospectus is also
in the course of being posted to shareholders in RHM.  A circular relating to
the Scheme is in the course of being posted by RHM to shareholders in RHM.  

The Circular includes a notice convening an extraordinary general meeting of
Premier (the 'Premier Extraordinary General Meeting') to be held at 10.00 a.m.
on 15 February 2007 at which resolutions will be put to Premier shareholders to
approve the Acquisition, increase the authorised share capital of the Company,
grant the Directors of the Company authority to allot ordinary shares in Premier
('New Ordinary Shares') in connection with the Acquisition and to approve the
terms of a new long term incentive plan.  

Applications will be made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares to be admitted to the Official List and to
trading on the main market of the London Stock Exchange (together, 'Admission').
 It is expected that Admission will occur, and dealings in New Ordinary Shares
will commence, at 8.00 a.m. on 16 March 2007.   

The New Ordinary Shares will, when issued, rank pari passu in all respects with
the existing ordinary shares in Premier, including the right to receive all
dividends and other distributions declared, made or paid following the effective
date of the Acquisition. 

Expected timetable of principal events

Event                                                       Time and date
Latest time and date for receipt of forms
of proxy for the Premier Extraordinary General Meeting      10.00 a.m. on 13 February 2007

Voting record time for the Premier Extraordinary General
Meeting                                                     6.00 p.m. on 13 February 2007

Premier Extraordinary General Meeting                       10.00 a.m. on 15 February 2007

Court meeting of RHM Shareholders in respect of the Scheme  12.00 p.m. on 15 February 2007

Extraordinary general meeting of RHM                        12.15 p.m. on 15 February 2007

Court hearing to sanction the Scheme                        14 March 2007

Scheme becomes effective                                    16 March 2007

Expected date of Admission                                  8.00 a.m. on 16 March 2007

Notes:

(1)     References to times and dates in this announcement are to London times 
and dates.  

(2)     The times and dates set out in the expected timetable of principal
events above and set out in the Prospectus and the Circular may be adjusted by
Premier, and will also depend upon the date upon which the Court sanctions the
Scheme.  In each case, details of new times and dates will be announced, where
appropriate, via a Regulatory Information Service and will be notified to the
Financial Services Authority and to the London Stock Exchange.  Copies of the
Prospectus, the Circular, and a form of proxy in respect of the Premier
Extraordinary General Meeting (the 'Form of Proxy') will be available for
inspection during usual business hours on any weekday (Saturdays, Sundays and
public holidays excepted) from the date of the publication of the Prospectus and
the Circular until Admission at the registered office of Premier at Premier
House, Centrium Business Park, Griffiths Way, St. Albans, Hertfordshire AL1 2RE.
 Alternatively, copies of the Prospectus, the Circular, and the Form of Proxy
can be requested from Lloyds TSB Registrars, The Causeway, Worthing, West Sussex
BN99 6DA.  Copies of the Prospectus and the Circular will be made available free
of charge upon request.  

(3)     The Prospectus, the Circular, and the Form of Proxy will shortly be
available for inspection at the UK Listing Authority's Document Viewing Facility
at the Financial Services Authority, 25 The North Colonnade, Canary Wharf,
London E14 5HS.  

For further information, please contact:

Premier: 01727 815 850
Robert Schofield, Chief Executive
Paul Thomas, Finance Director
Robert Lawson, Director of Mergers and Acquisitions and Investor Relations
Gwyn Tyley, Investor Relations Manager

Rothschild: 020 7280 5000
Akeel Sachak
Alexis Masters
Robert Plowman

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

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.

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 will be made solely on the basis of information
contained in the Prospectus.  

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.  

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