ANNOUNCEMENT REGARDING PROPOSAL BY McCORMICK AND NISSIN FOODS HOLDINGS' ACQUISITION OF SHARES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES.
24 March 2016
For immediate release
Premier Foods plc
Proposal by McCormick & Company, Inc., and Nissin Foods Holdings Co., Ltd.'s acquisition of shares in Premier Foods plc
Further to the announcement by the Company earlier today (the "Prior Announcement") acknowledging the purchase of a shareholding in Premier Foods plc ("Premier" or the "Company") by Nissin Foods Holdings Co., Ltd. ("Nissin"), the Board of Premier reiterates its view that the non-binding and highly conditional proposal from McCormick & Company, Inc. ("McCormick"), regarding a possible offer for the entire issued, and to be issued, ordinary share capital of Premier at an indicative price of 60 pence in cash per Premier share, significantly undervalues the Company and its prospects.
However, should McCormick, or any other bona fide potential offeror, come forward with an improved proposal that better reflects the Board's assessment of the Company's underlying value over the longer term, the Board would give such offer careful consideration and evaluate its merits (including the level of conditionality), having regard to the best interests of all of its shareholders, employees and other stakeholders.
Separately, in respect of the Prior Announcement in which the Board referred to Nissin's unconditional agreement to acquire a 17.27 per cent. shareholding in Premier from an existing shareholder, the Board notes that the relevant acquisition price was agreed to be 63 pence per Premier share.
In accordance with Rule 2.6(a) of Takeover Code (the "Code"), McCormick is required, by not later than 5.00 p.m. on 20 April 2016, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code. There can be no certainty that any offer will be made nor the terms on which any such offer might be made. Premier shareholders are strongly advised to take no action in respect of the Proposal.
For further information please contact:
Premier Foods plc +44 1727 815 850
Richard Johnson (Corporate Affairs Director)
Richard Godden (Head of Investor Relations)
Maitland +44 207 379 5151
Neil Bennett
Kate O'Neill
Tom Eckersley
Ondra Partners (Joint Lead Financial Adviser to Premier) +44 207 082 8750
Robert Hingley
Jason Meers
Michael Tory
HSBC Bank plc (Joint Lead Financial Adviser to Premier) +44 20 7991 8888
Charles Packshaw
Keith Welch
Alex Thomas
Jefferies International Limited +44 20 7029 8000
(Joint Co-Financial Adviser and Corporate Broker to Premier)
Paul Nicholls
David Watkins
Credit Suisse International +44 20 7888 8888
(Joint Co-Financial Adviser and Corporate Broker to Premier)
Stuart Field
Ben Deary
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of the offeree or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser exclusively for Premier and for no-one else in connection to the matters in this announcement and will not be responsible to anyone other than Premier for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.
Ondra Partners, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser exclusively for Premier and for no-one else in connection to the matters in this announcement and will not be responsible to anyone other than Premier for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Premier as financial adviser and corporate broker and no-one else in connection with the Proposal and Jefferies will not regard any other person as its client(s) of Jefferies in in connection to the matters in this announcement and will not be responsible to anyone other than Premier Foods for providing the protections afforded to its clients or for providing advice in in connection to the matters in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Credit Suisse International (Credit Suisse), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Premier Foods and no one else in connection with the matters in this announcement and will not be responsible to anyone other than Premier Foods for providing the protections afforded to clients of Credit Suisse nor for providing advice in relation to the Offer , the content of this announcement or any other matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
