TIDMPFD TIDMIRSH
RNS Number : 5177I
Premier Foods plc
14 December 2020
14 December 2020
Premier Foods plc ("Premier Foods" or the "Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING TO APPROVE A
CAPITAL REDUCTION
Premier Foods announces that a shareholder circular (the
"Circular") detailing a proposed reduction of capital of Premier
Foods ("Proposed Capital Reduction") and a notice convening a
general meeting of Premier Foods (the "General Meeting") to
consider and approve the Proposed Capital Reduction will be posted
to shareholders today.
Proposed Capital Reduction
Over the course of the last year Premier Foods has successfully
completed its strategic turnaround programme. This has
involved:
-- the introduction of a new management team;
-- the completion of its Strategic Review, with a landmark
agreement with its pension schemes; and
-- a consistent trading record and accelerated reduction in Net debt.
As a consequence of recent positive trading and improved cash
flow, the Company has also been able to repay GBP120m of its
Floating Rate Notes due July 2022. In addition, as reported at the
Company's recent half year results for the 26 weeks ended 26
September 2020, Net debt has been reduced to GBP382.8m on a
pre-IFRS 16 basis (GBP403.1m, post-IFRS 16), and Net debt/EBITDA
reduced to 2.3x on a pre-IFRS 16 basis.
These actions have significantly improved the Company's
financial position. The Company currently has a profit and loss
account deficit which, as at 24 October 2020, amounted to GBP460.3m
(on an unaudited pro forma basis). At the same date the Company's
share premium account showed a positive balance of GBP1,409.8m (on
an unaudited pro forma basis).
The share premium account is an undistributable reserve and,
accordingly, the purposes for which the Company can use it are
extremely restricted. The Company is therefore proposing a capital
reduction in order to cancel the amount standing to the credit of
the share premium account and to transfer it to the Company's
profit and loss account. The realised profits thereby created would
be applied to increase the accumulated profit on the Company's
profit and loss account. This is intended to eliminate the profit
and loss deficit and, in addition, to create additional
distributable reserves for the Company. The Proposed Capital
Reduction itself will not involve any distribution or repayment of
capital or share premium by the Company and will not reduce the
underlying net assets of the Company.
The Board believes that the Proposed Capital Reduction will
provide greater flexibility in how the Company manages its capital
resources going forward, such as the ability to pay dividends,
should the Board determine it is appropriate to do so. However, the
Company has not made any decision as to the use of any such
realised profits, should the Proposed Capital Reduction take
place.
Shareholders should note that the Proposed Capital Reduction is
conditional upon the approval of Shareholders at the General
Meeting and also the confirmation of the Court.
Expected timetable
Event Expected time/date
------------------------------------- -----------------------
Publication of the Circular 14 December 2020
Latest time and date for receipt 11:00 am on 9 January
of Forms of Proxy or CREST Proxy 2021
Instruction
Date of General Meeting 11:00 am on 11 January
2021
Expected date for final hearing 9 February 2021
and confirmation of the Proposed
Capital Reduction by the Court
Expected date that the Proposed on or shortly after 10
Capital Reduction becomes effective February 2021
All dates and times are (unless otherwise stated) the relevant
time and date in London, United Kingdom. The dates and times given
are indicative only. The expected dates for the confirmation of the
Proposed Capital Reduction by the Court and the Proposed Capital
Reduction becoming effective are based on provisional dates that
have been obtained for the required Court hearings of the Company's
application. These provisional hearing dates are subject to change
and dependent on the Court's timetable.
The timetable assumes that there is no adjournment of the
General Meeting. If there is an adjournment, all subsequent dates
are likely to be later than those shown.
Conduct of the General Meeting
The Circular contains a notice convening the General Meeting to
be held at 11:00 am on Monday, 11 January 2021.
The notice of General Meeting reflects the intention of the
Board with respect to the law in force, and relevant guidance, as
at the latest practicable date before the publication of the notice
of General Meeting. In light of the UK Government's current
guidance on public gatherings and associated social distancing
measures in response to the COVID-19 pandemic, the Board has
concluded that the General Meeting will be a closed meeting and
Shareholders cannot be permitted to attend the General Meeting in
person.
Instead of attending the General Meeting, Shareholders are asked
to exercise their votes by submitting their proxy electronically or
by post as soon as possible, and these must be received by no later
than 11:00am on Saturday, 9 January 2021. Shareholders who wish to
appoint a proxy are strongly encouraged to appoint the Chairman of
the General Meeting as their proxy. Please note that the
appointment of a person other than the Chairman of the General
Meeting as your proxy will not be valid, as that person will also
not be permitted to attend the meeting in person in order to vote
on your behalf.
Shareholders are invited to submit questions relating to the
resolution being proposed at the General Meeting in advance of the
meeting via email at investor.relations@premierfoods.co.uk by no
later than 11:00 am on Thursday, 7 January 2021. We will endeavour
to answer questions received in advance, by publishing responses on
thematic topics on our website prior to the General Meeting.
Shareholders are also invited to follow the General Meeting via
telephone. Please email investor.relations@premierfoods.co.uk if
you would like to receive the dial in details. The lines will be
open from 10:45 am on Monday, 11 January 2021. Please note that,
whilst Shareholders will be able to listen to the conduct of the
General Meeting, it will not be possible to ask questions live at
the meeting.
We will continue to monitor the evolving impact of the pandemic
and the UK Government's guidance and regulations and, if it becomes
appropriate or necessary to make changes to the proposed format of
the General Meeting, we will inform Shareholders as soon as we can
via our website ( www.premierfoods.co.uk ). Shareholders should
check our website to ensure they have the most up to date
information available regarding the General Meeting.
Copies of the Circular (including the notice of General Meeting)
are available to view or download from the Company's website,
www.premierfoods.co.uk , and have been submitted to the Financial
Conduct Authority's National Storage Mechanism (NSM), and will be
available for inspection shortly at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For more information please contact:
Simon Rose, General Counsel & Company Secretary +44 (0)1727 815850
Richard Godden, Director of Investor Relations & Treasury +44 (0)1727 815850
Hannah Collyer, Corporate Affairs Director +44 (0)1727
815850
Headland
Ed Young +44 (0)7884 666830
Francesca Tuckett +44 (0)7884 667661
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGTIBRTMTMBMTM
(END) Dow Jones Newswires
December 14, 2020 02:04 ET (07:04 GMT)
Premier Foods (LSE:PFD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Premier Foods (LSE:PFD)
Historical Stock Chart
From Jul 2023 to Jul 2024
