TIDMPFD TIDMIRSH
RNS Number : 0819Q
Premier Foods plc
04 June 2018
4 June 2018
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS
RELEASE.
Premier Foods plc
ISSUANCE BY PREMIER FOODS FINANCE PLC
OF GBP300,000,000 SENIOR SECURED NOTES
Further to the announcement on 15 May 2018 of a proposed bond
issue and the announcement on 18 May 2018 of the pricing of the
offering by Premier Foods Finance plc (the "Issuer") of
GBP300,000,000 senior secured notes due 15 October 2023, with a
coupon of 6.250% per annum (the "Notes"), Premier Foods plc
("Premier Foods") announced today the closing of the offering of
the Notes by the Issuer and the receipt of proceeds thereof.
The gross proceeds of the offering will be used, together with
cash on hand and drawings under a revolving credit facility, to (i)
pay the total consideration, including any accrued and unpaid
interest, in connection with the Issuer's tender offer for the
purchase for cash of any and all of its outstanding 6(1) /(2) %
GBP325,000,000 senior secured notes due 2021 (the "2021 Notes"),
(ii) pay any consideration, including any accrued and unpaid
interest, in connection with the redemption of the 2021 Notes not
tendered in the tender offer, and (iii) pay certain administrative
costs, expenses and fees in connection with the foregoing.
With the successful closing of this offering, the Issuer has
raised funds which, together with cash on hand, are sufficient to
redeem the outstanding 2021 Notes not tendered in the tender offer.
As such, the Refinancing Condition (as stated in the notice of
redemption with respect to the 2021 Notes issued on 15 May 2018)
has been satisfied, and the redemption of such 2021 Notes will
occur on 14 June 2018 as previously described in such notice.
Ondra acted as financial adviser to Premier Foods on this
transaction.
For further information, please contact:
Institutional investors and analysts:
Alastair Murray, Chief Financial +44 (0) 1727 815
Officer 850
Richard Godden, Director of +44 (0) 1727 815
Investor Relations and Treasury 850
+44 (0) 20 7379
Maitland 5151
Clinton Manning
Joanna Davidson
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE A PROSPECTUS OR ANY OFFER OF SECURITIES FOR SALE OR
A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED
STATES (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT")), OR IN ANY OTHER JURISDICTION.
Any securities referred to in this announcement have not been
and will not be registered under the Securities Act, or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and may not be offered, sold, resold,
pledged, taken up, delivered, distributed or transferred, directly
or indirectly, into or within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of any
securities is being made in the United States.
The communication of this announcement and any documents or
materials relating to this announcement is not being made, and such
documents and/or materials have not been approved, by an authorized
person for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom.
The information contained in this announcement does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only at
(i) persons who are outside the United Kingdom, (ii) persons in the
United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")), (iii) persons who are within Article
43 of the Financial Promotion Order or (iv) any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as
"relevant persons"). This announcement is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons.
In addition to (and without prejudice to) the foregoing, in the
European Economic Area (the "EEA") this announcement is directed
only at persons who are not retail investors. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC
as amended by Directive 2010/73/EU). This announcement does not
constitute a prospectus for the purposes of Article 2 (1) (e) of
the Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
This announcement may contain "forward-looking statements" that
are based on estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements are all statements other
than statements of historical fact or statements in the present
tense, and can be identified by words such as "targets", "aims",
"aspires", "assumes", "believes", "estimates", "anticipates",
"expects", "intends", "hopes", "may", "would", "should", "could",
"will", "plans", "predicts" and "potential", as well as the
negatives of these terms and other words of similar meaning. Any
forward-looking statements in this announcement are made based upon
Premier Foods' estimates, expectations and beliefs concerning
future events affecting the Group and subject to a number of known
and unknown risks and uncertainties. Such forward-looking
statements are based on numerous assumptions regarding the Group's
present and future business strategies and the environment in which
it will operate, which may prove not to be accurate. Premier Foods
cautions that these forward-looking statements are not guarantees
and that actual results could differ materially from those
expressed or implied in these forward-looking statements. Undue
reliance should, therefore, not be placed on such forward-looking
statements. Any forward-looking statements contained in this
announcement apply only as at the date of this announcement and are
not intended to give any assurance as to future results. Premier
Foods will update this announcement as required by applicable law,
including the Prospectus Rules, the Listing Rules, the Disclosure
and Transparency Rules, London Stock Exchange and any other
applicable law or regulations, but otherwise expressly disclaims
any obligation or undertaking to update or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODFBMITMBTMBTP
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June 04, 2018 09:48 ET (13:48 GMT)
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