22nd Dec 2006 13:00
Premier Foods plc22 December 2006 FOR IMMEDIATE RELEASE NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DOSO 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") byPremier of RHM plc ("RHM"), to be effected by means of a scheme of arrangementpursuant to section 425 of the Companies Act 1985 (the "Scheme") are in thecourse of being posted today to shareholders in Premier. The Prospectus is alsoin the course of being posted to shareholders in RHM. A circular relating tothe Scheme is in the course of being posted by RHM to shareholders in RHM. The Circular includes a notice convening an extraordinary general meeting ofPremier (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 toapprove 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 theterms of a new long term incentive plan. Applications will be made to the UK Listing Authority and to the London StockExchange for the New Ordinary Shares to be admitted to the Official List and totrading on the main market of the London Stock Exchange (together, "Admission"). It is expected that Admission will occur, and dealings in New Ordinary Shareswill commence, at 8.00 a.m. on 16 March 2007. The New Ordinary Shares will, when issued, rank pari passu in all respects withthe existing ordinary shares in Premier, including the right to receive alldividends and other distributions declared, made or paid following the effectivedate of the Acquisition. Expected timetable of principal events Event Time and dateLatest time and date for receipt of formsof proxy for the Premier Extraordinary General Meeting 10.00 a.m. on 13 February 2007 Voting record time for the Premier Extraordinary GeneralMeeting 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 principalevents above and set out in the Prospectus and the Circular may be adjusted byPremier, and will also depend upon the date upon which the Court sanctions theScheme. In each case, details of new times and dates will be announced, whereappropriate, via a Regulatory Information Service and will be notified to theFinancial Services Authority and to the London Stock Exchange. Copies of theProspectus, the Circular, and a form of proxy in respect of the PremierExtraordinary General Meeting (the "Form of Proxy") will be available forinspection during usual business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) from the date of the publication of the Prospectus andthe Circular until Admission at the registered office of Premier at PremierHouse, Centrium Business Park, Griffiths Way, St. Albans, Hertfordshire AL1 2RE. Alternatively, copies of the Prospectus, the Circular, and the Form of Proxycan be requested from Lloyds TSB Registrars, The Causeway, Worthing, West SussexBN99 6DA. Copies of the Prospectus and the Circular will be made available freeof charge upon request. (3) The Prospectus, the Circular, and the Form of Proxy will shortly beavailable for inspection at the UK Listing Authority's Document Viewing Facilityat the Financial Services Authority, 25 The North Colonnade, Canary Wharf,London E14 5HS. For further information, please contact: Premier: 01727 815 850Robert Schofield, Chief ExecutivePaul Thomas, Finance DirectorRobert Lawson, Director of Mergers and Acquisitions and Investor RelationsGwyn Tyley, Investor Relations Manager Rothschild: 020 7280 5000Akeel SachakAlexis MastersRobert 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 theFinancial Services Authority in the United Kingdom, is acting as financialadviser and sponsor to Premier and no one else in relation to the mattersdescribed in this announcement and will not be responsible to any person otherthan Premier for providing the protections afforded to clients of N M Rothschild& Sons Limited, nor for providing advice in relation to the matters described inthis announcement. This announcement does not constitute an offer to sell or the solicitation of anoffer to buy New Ordinary Shares. The offer to acquire New Ordinary Shares inconnection with the Acquisition will be made solely on the basis of informationcontained in the Prospectus. The information contained in this announcement is not for release, publicationor distribution to persons in the United States, Canada, Australia, Japan or anyother jurisdiction where to do so may constitute a violation of local securitieslaws. This announcement is not an offer of securities for sale into the UnitedStates. The New Ordinary Shares have not been, and will not be, registeredunder the United States Securities Act of 1933, as amended, and may not beoffered or sold, directly or indirectly, in the United States absentregistration or exemption from registration. The New Ordinary Shares have notbeen, and will not be, registered with any regulatory authority of any statewithin the United States. There will be no public offer of securities withinthe United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Premier FoodsRHM.L