7th Mar 2007 17:20
Premier Foods plc07 March 2007 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan PREMIER FOODS PLC PUBLICATION OF SUPPLEMENTARY PROSPECTUS IN RESPECT OF 2006 PRELIMINARY RESULTS Following the publication of the prospectus relating to Premier Foods plc("Premier" and, together with its subsidiary undertakings, the "Group") dated 22December 2006 (the "Prospectus") in relation to the proposed acquisition of RHM,the proposed issue of up to 353,715,335 New Ordinary Shares and the applicationfor admission of those New Ordinary Shares to the Official List and to tradingon the London Stock Exchange, Premier announces that a supplementary prospectus(the "Supplementary Prospectus") is expected to be made available to PremierShareholders and RHM Shareholders later today by publishing it on Premier'swebsite (www.premierfoods.co.uk) and RHM's website (www.rhm.com) for thepurposes of disclosing the consolidated preliminary results of the Group for thetwelve months ended 31 December 2006, which were announced yesterday. Copies of the Supplementary Prospectus will be available for inspection duringusual business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) from the date of publication of the Supplementary Prospectus untilAdmission, which is expected to be on 16 March 2007, at the registered office ofPremier Foods plc at Premier House, Centrium Business Park, Griffiths Way, St.Albans, Hertfordshire AL1 2RE and at the offices of Weil, Gotshal & Manges, OneSouth Place, London EC2M 2WG. Copies of the Supplementary Prospectus have been submitted to the UK ListingAuthority and will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility at the Financial Services Authority, 25The North Colonnade, Canary Wharf, London, E14 5HS. Definitions used in the announcement made by the Company on 4 December 2006shall have the same meanings when used in this announcement, unless the contextrequires otherwise. For further enquiries, contact: Premier: 01727 815 850Robert Schofield, Chief ExecutivePaul Thomas, Finance DirectorRobert Lawson, M&A and Investor Relations DirectorGwyn Tyley, Investor Relations Manager Rothschild (financial adviser to Premier): 020 7280 5000Akeel SachakAlexis MastersRobert Plowman Merrill Lynch International (corporate broker to Premier): 020 7996 1000Simon Mackenzie SmithPeter TraceyChris Snoxall Hoare Govett (corporate broker to Premier): 020 7678 8000Ranald McGregor-SmithJeremy ThompsonLuke Simpson Citigate Dewe Rogerson (PR adviser to Premier): 020 7638 9571Michael BerkeleyJustin Griffiths RHM: on the day of announcement 020 7269 7121; thereafter, 01628 478 484Ian McMahon, Chief Executive OfficerAndrew Allner, Group Finance DirectorJohn McIvor, Director of Investor Relations and Industry Strategy Credit Suisse (financial adviser to RHM): 020 7888 8888James Leigh-PembertonGeorge MaddisonIan Brown Citigroup (financial adviser to RHM): 020 7986 4000Ian Carnegie-BrownIain RobertsonIrfan Shariff Credit Suisse (corporate broker to RHM): 020 7888 8888Richard Crawley Financial Dynamics (PR adviser to RHM): 020 7269 7121Andrew LorenzRichard Mountain N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for Premier and no-oneelse in connection with the Offer and will not be responsible to any personother than Premier for providing the protections afforded to its customers orfor providing advice in relation to the Offer or in relation to the contents ofthis announcement or any transaction or arrangement referred to herein. Merrill Lynch International is acting exclusively for Premier and no-one else inconnection with the Offer and will not be responsible to anyone other thanPremier for providing the protections afforded to clients of Merrill LynchInternational or for providing advice in relation to the Offer or any othermatters referred to in this announcement. Hoare Govett Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as joint broker to Premier andno-one else in connection with the Offer and will not be responsible to anyperson other than Premier for providing the protections afforded to itscustomers or for providing advice in relation to the Offer or in relation to thecontents of this announcement or any transaction or arrangement referred toherein. Credit Suisse, which is authorised and regulated by the Financial ServicesAuthority, is acting for RHM and no-one else in connection with the Offer andwill not be responsible to anyone else other than RHM for providing theprotections afforded to clients of Credit Suisse or for providing advice inrelation to the Offer or any other matters referred to in this announcement. Citigroup, which is authorised and regulated by the Financial ServicesAuthority, is acting for RHM and no-one else in connection with the Offer andwill not be responsible to anyone else other than RHM for providing theprotections afforded to clients of Citigroup or for providing advice in relationto the Offer or any other matters referred to in this announcement. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe, suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcementdoes not constitute an offer or an invitation to purchase or subscribe for anysecurities or a solicitation of an offer to buy any securities pursuant to thisannouncement or otherwise in any jurisdiction in which such offer orsolicitation is unlawful. This announcement has been prepared for the purposes of complying with Englishlaw, the Listing Rules, the rules of the London Stock Exchange and the City Codeand the information disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws andregulations of any jurisdiction outside of the United Kingdom. This announcement does not constitute an offer to purchase, sell or exchange orthe solicitation of an offer to purchase, sell or exchange any securities or thesolicitation of any vote or approval in any jurisdiction pursuant to the Offeror otherwise, nor shall there be any purchase, sale or exchange of securities orsuch solicitation in any jurisdiction in which such offer, solicitation or saleor exchange would be unlawful prior to the registration or qualification underthe laws of such jurisdiction. This announcement does not constitute a prospectus or prospectus equivalentdocument. RHM Shareholders are advised to read carefully the formaldocumentation in relation to the Offer once the Scheme Document has beendispatched. The New Premier Shares may not be offered or sold in the United States absentregistration under the US Securities Act or an exemption therefrom. Premier hasnot registered and does not intend to register any New Premier Shares under theUS Securities Act. Any New Premier Shares will be issued in reliance upon theexemption from the registration requirements of the US Securities Act providedby Section 3(a)(10) thereof. In the event that the Offer is implemented by wayof a takeover offer, any public offering of the New Premier Shares to be made inthe United States will be made by means of an offer document that may beobtained from Premier or RHM and that will contain detailed information aboutthe terms of the Offer and Premier, RHM and their management, as well asfinancial statements. RHM Shareholders who are or will be "affiliates" of RHM orPremier prior to, or Premier after, the effective date of the Scheme will besubject to certain US transfer restrictions relating to the New Premier Sharesreceived under the Offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Premier or of RHM, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Scheme becomes effective, or on which the "offerperiod" for the purposes of the City Code otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Premier or RHM,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Premier or of RHM by Premier or RHM, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Premier Foods