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Nomad Foods Limited (0RMO)

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Thursday 09 July, 2015

Nomad Foods Limited

Results of Placing

RNS Number : 5661S
Nomad Foods Limited
09 July 2015

Press Release




For immediate release






Nomad Foods Limited ("Nomad" or the "Company") is pleased to announce the successful completion of the placing announced on 7 July 2015 (the "Placing"). 

A total of 15,445,346 new ordinary shares of no par value in Nomad (the "Placing Shares") have been placed by UBS Limited (the "Lead Global Co-ordinator"), Barclays Bank PLC and Credit Suisse Securities (Europe) Limited (together with the Lead Global Co-ordinator, the "Joint Global Co-ordinators"), raising gross proceeds of approximately US$320 million (before expenses). The Placing Shares have been issued at a price of US$20.75 per Placing Share. The Placing Shares being issued represent, in aggregate, approximately 9.99 per cent of Nomad's issued ordinary share capital immediately prior to the Placing. 

The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company of no par value (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid after the date of issue. 

Applications will be made for the Placing Shares to be admitted to the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Admission is expected to take place at or around 8:00 a.m. (London time) on 14 July 2015 and settlement of the Placing Shares is expected to occur on the same date. 

The Placing is conditional, among other things, upon Admission becoming effective not later than 8:00 a.m. London time on 31 July 2015 (or such later time and/or date as the Joint Global Co-ordinators and the Company may agree in writing) and the placing agreement between the Company and the Joint Global Co-ordinators becoming unconditional and not being terminated in accordance with its terms. 

Following Admission, the total number of ordinary shares in issue in the Company will be 170,053,416. 


For further information please contact: 

Liz Cohen

Weber Shandwick


[email protected]


Kelly Gawlik

Weber Shandwick


[email protected]


Nick Oborne

Weber Shandwick

+44 (0) 20 7067 0721

[email protected]


Tom Jenkins

Weber Shandwick

+44 (0) 20 7067 0810

[email protected]


UBS - Lead Global Co-ordinator

Ian Carnegie-Brown       +44 20 7567 8000

Jonathan Retter               +44 20 7567 8000


Barclays - Joint Global Co-ordinator

John Welsh                        +1 212 526 7000

Melissa Mariaschin         +1 212 526 7000


Credit Suisse - Joint Global Co-ordinator

David Hermer                    +44 207 888 8888

Manav Puri                         +44 207 888 8888



Neither this Announcement nor any copy of it may be made, distributed or transmitted, directly or indirectly, in whole or in part, in or into Australia, Canada, Japan, South Africa, the United States or to any persons in any of those jurisdictions except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of the securities laws of these jurisdictions. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. This Announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to subscribe for or purchase, any securities in Australia, Canada, Japan, South Africa, the United States or in any jurisdiction in which such offer or solicitation is unlawful. 

The securities referred to in this Announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority in any state of the United States, and may not be offered or sold in the United States except to qualified institutional buyers (as defined in Rule 144A of the US Securities Act)  and certain other investors in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Placing Shares in the United States. 

The Placing Shares have not been recommended, approved or disapproved by any United States federal or state securities commission or regulatory authority in the United States. Further, the foregoing authorities have not been passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement is not a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing. Investors should not subscribe for or purchase any securities referred to in this Announcement except on the basis of information about the Company that is publicly available. This Announcement does not constitute a recommendation concerning the Placing. 

This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area (the "EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement you represent and agree that you are a Relevant Person. 

This Announcement does not constitute a public offering prospectus pursuant to article 652a of the Swiss Code of Obligations or a listing prospectus pursuant to articles 27 et seq. of the listing rules of the SIX Swiss Exchange Ltd. This Announcement may not be publicly distributed or otherwise made publicly available in (or from) Switzerland. The securities referenced herein are being offered in Switzerland by way of a private placement (i.e., to a limited number of selected investors only), without any public advertisement and only to investors who do not purchase the securities with the intention to distribute them to the public. The investors will be individually approached directly from time to time. 

This Announcement has been issued by and is the sole responsibility of the Company. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Global Co-ordinators by FSMA, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Global Co-ordinators or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made or purported to be made available by any Joint Global Co-ordinator or on behalf of any Joint Global Co-ordinator, the Company, its directors or any other person, in connection with the Company, the Placing or the Placing Shares. Each of the Joint Global Co-ordinators accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement. 

Each Joint Global Co-ordinator is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and PRA, and is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to herein. 

This Announcement may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances. 

Certain statements and matters discussed in this Announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "aim", "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "strategy", "will" and words of similar meaning, including all matters that are not historical facts. The forward-looking statements in this Announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. None of the future projections, estimates, expectations or prospects in this Announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive, or in the case of assumptions, firstly stated in the Announcement. 

The information, opinions and forward-looking statements contained in this Announcement speak only as at its date and are subject to change without notice. Except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Joint Global Co-ordinators and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this Announcement whether as a result of new information, future developments or otherwise. 

Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares. 

Neither the contents of the Company's website (or any other website) nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) are incorporated into, or forms part of, this Announcement. 

All times and dates in this Announcement may be subject to amendment. The relevant Joint Global Co-ordinator shall notify the Placees and any person acting on behalf of the Placees of any changes.

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