THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR NEW ZEALAND AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
14 April 2014
Premier Foods plc
Premier Foods announces the receipt of proceeds in connection with its Capital Refinancing Plan
Premier Foods plc (the "Company") is pleased to announce the successful completion of its Capital Refinancing Plan (announced on 4 March 2014). Gross proceeds of £353 million have now been received by the Company in connection with the Placing and the Rights Issue, and further to the announcement made by the Company on 17 March 2014, gross proceeds of £500 million from the offering of (i) £325 million 6.50% senior secured notes due 2021 and (ii) £175 million senior secured floating rate notes due 2020 at 3-month GBP LIBOR plus 5.00%, reset quarterly by Premier Foods Finance plc have now been released to the Group from escrow. All amounts outstanding under the Current Facilities have been prepaid, the Current Facilities have been cancelled in full and the New Facilities have become available.
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Enquiries
Institutional investors and analysts:
Alastair Murray, Chief Financial Officer +44 (0) 1727 815 850
Richard Godden, Head of Investor Relations +44 (0) 1727 815 850
Media enquiries:
Richard Johnson, Group Corporate Affairs Director +44 (0) 1727 815 850
IMPORTANT NOTICE
This announcement is an advertisement and not a prospectus. The Prospectus was published on 4 March 2014. Nothing in this announcement should be interpreted as a term or condition of the Placing or the Rights Issue.
Capitalised terms defined in the Prospectus dated 4 March 2014 shall have the same meaning when used in this announcement.
This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue securities in the United States, Australia, Canada, Japan or New Zealand or any other jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).
None of the securities referred to in this announcement have been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register any part of the Placing or the Rights Issue in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
None of the securities referred to in this announcement have been, and will not be, registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the Excluded Territories except pursuant to an applicable exemption from registration and in compliance with any applicable securities laws.
Each of Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners, acted for the Company and no one else in connection with the Placing and the Rights Issue and will not regard any other person as a client in relation to the Placing or the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or the Rights Issue or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the each of Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners by FSMA or the regulatory regime established thereunder or under US securities laws or other law, each of Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners accept no responsibility whatsoever for, nor make any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the New Ordinary Shares, the Placing, the Rights Issue or any other matter referred to in or otherwise connected with this announcement and nothing in this announcement is, or shall be, relied upon as a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible, each of Credit Suisse, Jefferies, HSBC, BNP Paribas, Barclays, Investec, Shore Capital and Ondra Partners accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement. The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
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