14th Aug 2006 16:25
Premier Foods plc14 August 2006 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA PREMIER FOODS PLC RESULTS OF EXTRAORDINARY GENERAL MEETING ACQUISITION OF CAMPBELL'S UK AND RIGHTS ISSUE Premier announces that at the Extraordinary General Meeting held today for thepurposes of passing certain resolutions relating to the acquisition ofCampbell's UK and to the Rights Issue announced on 12 July 2006, the resolutionsput to the meeting were duly passed without amendment. Accordingly, Premier expects that admission of the Nil Paid Rights to theOfficial List will take place and that trading of the Nil Paid Rights on themain market for listed securities of the London Stock Exchange will commence at8.00 am on Tuesday 15 August 2006. It is expected that Nil Paid Rights will becredited to the stock accounts of Qualifying CREST Shareholders (other thanExcluded Overseas Shareholders) and enabled in CREST as soon as practicableafter 8.00 am on Tuesday 15 August 2006. Provisional Allotment Letters willtoday be posted to Qualifying Non-CREST Shareholders. The latest time and datefor acceptance and payment in full under the Rights Issue is 11.00 am on Tuesday7 September 2006. Completion of the acquisition of Campbell's UK is scheduled to take place onTuesday 15 August 2006. The proxy votes lodged on each resolution were as follows: to increase the authorised share capital and to grant to the directors of Premier authority to allot relevant securities - 132,247,555 votes for, 38,950 votes against; and 184,136 abstained from voting; to approve the acquisition of Campbell's UK - 132,388,645 votes for; 3,550 votes against; and 78,446 abstained from voting. Terms used in the prospectus of the Company dated 27 July 2006 shall have thesame meanings when used in this announcement, unless the context requiresotherwise. For further information, please contact: Premier: 01727 815 850Paul Thomas, Finance 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 contained in theProspectus 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