27th Jul 2006 07:03
Premier Foods plc27 July 2006 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA PREMIER FOODS PLC ANNOUNCEMENT OF TERMS AND EXPECTED TIMETABLE FOR THE RIGHTS ISSUE RELATING TOTHE PROPOSED ACQUISITION OF CAMPBELL'S UK & IRELAND PUBLICATION OF COMBINED PROSPECTUS AND CIRCULAR Rights Issue Terms Further to its announcement on 12 July 2006, Premier Foods plc ("Premier")announces that a combined prospectus and circular (the "Prospectus") relating tothe proposed acquisition of the UK and Irish businesses of Campbell Soup Company(the "Acquisition") and a proposed fully underwritten rights issue (the "RightsIssue") is being posted today. Accordingly, the terms of the Rights Issue,including the Issue Price and the number of New Ordinary Shares have now beendetermined. The Issue Price will be 185 pence per New Ordinary Share. The Issue Pricerepresents a discount of approximately 40.2 per cent. to the middle marketclosing price of 309.5 pence per Ordinary Share on 11 July 2006, being the lastbusiness day prior to the announcement of the Rights Issue. Under the terms of the Rights Issue, Premier will offer New Ordinary Shares byway of rights to all ordinary shareholders on Premier's register of members atthe close of business on 11 August 2006 (the "Record Date") ("QualifyingShareholders") on the basis of one New Ordinary Share for every one existingOrdinary Share held and so in proportion for any other number of existingOrdinary Shares then held. The Rights Issue is expected to raise gross proceeds of approximately £458.5million and to result in the issue of 247,847,545 New Ordinary Shares(representing 50 per cent. of the issued share capital of Premier, as enlargedby the Rights Issue). The Prospectus includes a notice convening an extraordinary general meeting tobe held at 4.00 p.m. on 14 August 2006 at the offices of ABN AMRO, 250Bishopsgate, London EC2M 4AA (the "Extraordinary General Meeting"), at whichresolutions will be put to Shareholders to approve the Acquisition, increase theauthorised share capital of the Company and grant the Directors authority toallot the New Ordinary Shares (the "Resolutions"). Provisional allotment letters in respect of entitlements to New Ordinary Sharespursuant to the Rights Issue (the "Provisional Allotment Letters") will bedispatched after the Extraordinary General Meeting on 14 August 2006 toQualifying Shareholders whose shares are held in certificated form, other thancertain overseas shareholders. It is expected that New Ordinary Shares in nilpaid form ("Nil Paid Rights") will be credited to the stock accounts ofQualifying Shareholders whose shares are held in CREST as soon as practicableafter 8.00 a.m. on 15 August 2006. Applications have been made to the UK Listing Authority and to the London StockExchange for the New Ordinary Shares to be admitted, nil paid, to the OfficialList and to trading on the main market of the London Stock Exchange (together, "Admission"). It is expected that Admission will occur and that dealings willcommence in the Nil Paid Rights at 8.00 a.m. on 15 August 2006. It is alsoexpected that the existing Ordinary Shares will be marked "ex-rights" at thattime by the London Stock Exchange. The New Ordinary Shares will, when issued, rank pari passu in all respects withthe existing Ordinary Shares, including the right to receive all dividends andother distributions hereafter declared, made or paid (save that they will notrank for any interim dividend which may be paid in respect of the six monthsended 1 July 2006). In the event that an interim dividend is declared in respectof the six month period ended 1 July 2006, it is expected that the existingOrdinary Shares will be marked "ex-dividend" on 16 August 2006. The latest time and date for acceptance and payment in full is expected to be11.00 a.m. on 7 September 2006. The results of the Rights Issue are expected tobe announced by 8.00 a.m. on 8 September 2006. The Rights Issue is fully underwritten by Merrill Lynch International and HoareGovett Limited. The Rights Issue is conditional on, amongst other things, the passing of theResolutions at the Extraordinary General Meeting, the satisfaction of allconditions to the underwriting agreement and Admission. Acquisition Strategy Premier, as part of its stated strategy, continuously evaluates potentialacquisition opportunities which are assessed according to a strict set ofacquisition criteria. In accordance with this strategy, Premier is at the earlystages of evaluating the possible acquisition of part of the business of UnitedBiscuits ("UB"). Premier has formed a consortium with two other parties to explore this possibleacquisition. The consortium has made an indicative offer to UB's owners, whichwas non-binding and was designed to facilitate access into a formal auctionprocess for the sale of UB. Premier has been accepted into a formal auctionprocess and accordingly has recently been granted access to limited duediligence information. At present the consortium has not submitted a firm bidfor UB and negotiations between the consortium and UB or its owners have notcommenced. It is possible that the consortium may make a further offer. Should theconsortium submit a bid which is acceptable to the owners of UB then theconsortium could enter into negotiations, which may result in Premier acquiringpart of the UB business. However, it is possible that Premier's participation inthe process could cease at any time should either Premier or the owners of UBdecide not to proceed, or the owners of UB decide to sell to another buyer. If Premier (whether or not part of the existing consortium) and the owners of UBultimately agree a transaction, an appropriate financing structure will be putin place. However, Premier believes that the Rights Issue will provide it withthe financial flexibility to pursue this acquisition without recourse toShareholders. In addition, any such acquisition by Premier would very likelyrequire the approval of Shareholders under the Listing Rules. Given the uncertainty surrounding this potential acquisition, Shareholdersshould not make any assumption about the likelihood of such acquisitionproceeding, the potential terms (including price) of any such acquisition, themethod of financing any such acquisition or the timetable for any suchacquisition, when deciding whether to subscribe for shares in the Rights Issueor whether to vote in favour of the Acquisition of Campbell's UK. Expected Timetable of Principal Events 2006Expected date of announcement of interim results Monday 7 AugustRecord Date for Rights Issue Close of business on Friday 11 AugustLatest time and date for receipt of forms of proxy for the Extraordinary 4.00 p.m. on Saturday 12General Meeting AugustExtraordinary General Meeting 4.00 p.m. on Monday 14 AugustDispatch of Provisional Allotment Letters Monday 14 AugustDealings expected to commence in New Ordinary Shares, nil paid, on the London 8.00 a.m. on Tuesday 15Stock Exchange and existing Ordinary Shares marked "ex-rights" AugustNil Paid Rights and Fully Paid Rights enabled in CREST as soon as practicable after 8.00 a.m. on Tuesday 15 AugustExpected date of completion of the Acquisition Tuesday 15 AugustExisting Ordinary Shares marked "ex-dividend" (if a dividend is paid in Wednesday 16 Augustrespect of the six months ended 1 July 2006)Recommended latest time and date for depositing renounced Provisional 3.00 p.m. on Monday 4Allotment Letters, nil paid, into CREST or for dematerialising Nil Paid or SeptemberFully Paid Rights into a CREST stock accountLatest time and date for splitting Provisional Allotment Letters, nil paid and 3.00 pm. on Tuesday 5fully paid SeptemberLatest time and date for acceptance, delivery of Nil Paid Rights, payment in 11.00 a.m. on Thursday 7full for rights taken up in CREST and registration of renunciation of SeptemberProvisional Allotment LettersCommencement of dealings in New Ordinary Shares fully paid on the London Stock 8.00 a.m. on Friday 8Exchange SeptemberNew Ordinary Shares in uncertificated form credited to stock accounts in CREST Friday 8 SeptemberExpected date of dispatch of definitive share certificates for New Ordinary by Friday 15 SeptemberShares in certificated form Notes: (1) Reference to times and dates in this announcement are to London timesand dates. (2) The times and dates set out in the expected timetable of principalevents above and set out in the Prospectus (and to be set out in the ProvisionalAllotment Letters) may be adjusted by Premier (with the agreement of MerrillLynch and Hoare Govett), in which event details of the new times and dates willbe announced, where appropriate, via a Regulatory Information Service and willbe notified to the FSA and to the London Stock Exchange. Pursuant to theunderwriting agreement entered into by the Company, Merrill Lynch and HoareGovett, if a supplementary prospectus is issued by the Company two or fewerbusiness days prior to the date specified in the timetable above as the latestdate for acceptance and payment in full, such date shall be extended to the datewhich is three business days after the date of issue of the supplementaryprospectus. Copies of the Prospectus and a form of proxy in respect of the ExtraordinaryGeneral Meeting (the "Form of Proxy") will be available for inspection duringusual business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) from the date of publication of the Prospectus until Admission, whichis expected to be on 15 August 2006, at the registered office of Premier Foodsplc at Premier House, Centrium Business Park, Griffiths Way, St. Albans,Hertfordshire AL1 2RE. Alternatively, copies of the Prospectus and the Form ofProxy can be requested from Lloyds TSB Registrars, The Causeway, Worthing, WestSussex BN99 6DA. Copies of the Prospectus will be made available free of chargeupon request. In addition, the Prospectus and Form of Proxy will shortly be available forinspection at the UK Listing Authority's Document Viewing Facility at theFinancial Services Authority, 25 The North Colonnade, Canary Wharf, London, E145HS. Definitions used in the announcement made by the Company on 12 July 2006 shallhave the same meanings when used in this announcement, unless the contextrequires otherwise. For further information, please contact: Premier: 01727 815 850Robert Schofield, Chief ExecutivePaul Thomas, Finance DirectorRobert Lawson, M&A and Investor Relations DirectorGwyn Tyley, Investor Relations Manager Rothschild: 020 7280 5000Akeel SachakAlexis MastersRobert Plowman Spayne Lindsay: 020 7808 3240Tom LindsayChris Packe Merrill Lynch International: 020 7996 1000Peter TraceyChris SnoxallPeter Brown Hoare Govett Limited: 020 7678 8000Ranald McGregor-SmithJeremy Thompson Citigate Dewe Rogerson: 020 7638 9571Michael BerkeleySara BatchelorJustin Griffiths This announcement has been issued by, and is the sole responsibility of,Premier. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as sponsor and leadfinancial adviser to the Company in connection with the Rights Issue and theAcquisition and will not be responsible to any person other than the Company forproviding the protections afforded to customers of N M Rothschild & SonsLimited, or for advising any such person on the contents of this announcement orany other transaction, arrangement or matter referred to herein. Spayne Lindsay & Co. LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser tothe Company in connection with the Rights Issue and the Acquisition and will notbe responsible to any person other than the Company for providing theprotections afforded to customers of Spayne Lindsay & Co. LLP, or for advisingany such person on the contents of this announcement or any other transaction,arrangement or matter referred to herein. Merrill Lynch International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as joint broker and jointunderwriter to the Company in connection with the Rights Issue and will not beresponsible to any person other than the Company for providing the protectionsafforded to customers of Merrill Lynch International, or for advising any suchperson on the contents of this announcement or any other transaction,arrangement or matter referred to herein. Hoare Govett Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as joint broker and jointunderwriter to the Company in connection with the Rights Issue and will not beresponsible to any person other than the Company for providing the protectionsafforded to customers of Hoare Govett Limited, or for advising any such personon the contents of this announcement or any other transaction, arrangement ormatter referred to herein. This press announcement does not constitute an offer to sell or the solicitationof an offer to acquire New Ordinary Shares and/or Provisional Allotment Lettersand/or Nil Paid Rights and/or fully-paid rights and/or to take up anyentitlements. The offer to acquire New Ordinary Shares pursuant to the proposedRights Issue will be made solely on the basis of information that will becontained in the Prospectus to be published in connection with the Rights Issue. The information contained in this announcement is not for release, publicationor distribution to persons in the United States, Canada, Japan, Australia or theRepublic of South Africa or any other jurisdiction where doing so may constitutea violation of local securities laws. This announcement is not an offer ofsecurities for sale into the United States. The New Ordinary Shares have notbeen and will not be registered under the US Securities Act of 1933, as amended,and may not be offered or sold, directly or indirectly, in the United Statesabsent registration or an exemption from registration. The New Ordinary Shareshave not been and will not be registered with any regulatory authority of anystate within the United States. There will be no public offer of securities inthe United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Premier Foods