Premier Foods Regulatory News (PFD)

Premier Foods Plc

5 June 2017

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE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 £210,000,000 SENIOR SECURED FLOATING RATE NOTES

Further to the announcement on 16 May 2017 of a proposed bond issue and the announcement on 18 May 2017 of the pricing of the offering by Premier Foods Finance plc (the "Issuer") of £210,000,000 senior secured floating rate notes due 15 July 2022, at three-month GBP LIBOR (floor: 0%) plus 500 bps, reset quarterly (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, (i) to redeem £175,000,000 in aggregate principal amount of the Issuer's senior secured floating rate notes due 2020 (the "2020 Notes"), (ii) to prepay outstanding indebtedness under Premier Foods' revolving credit facility of up to £35,000,000 and reduce the maximum capacity available under such facility by £35,000,000, and (iii) to pay certain administrative costs, expenses and fees in connection with the offering.

With the successful closing of this offering, the Issuer has raised funds sufficient to redeem the outstanding 2020 Notes. As such, the Refinancing Condition (as stated in the notice of redemption with respect to the 2020 Notes issued on 16 May 2017) has been satisfied, and the redemption of the 2020 Notes will occur on 15 June 2017 as previously described in such notice.

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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.

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.