Premier Foods Regulatory News (PFD)

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.

8 April 2014

Premier Foods plc

Result of Rump Placing

Premier Foods announces the placing of the Rights Issue Rump

Following the announcement earlier this morning regarding valid acceptances under the fully underwritten Rights Issue announced by Premier Foods plc (the "Company") on 4 March 2014, the Company confirms that Credit Suisse, Jefferies and HSBC, in their capacity as Underwriters, have procured subscribers for the remaining 18,062,657 New Ordinary Shares for which valid acceptances were not received, representing 3.56 per cent. of New Ordinary Shares, at a price of 67 pence per New Ordinary Share.

The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Rights Issue Price of 50 pence per New Ordinary Share and the expenses of procuring subscribers) will be paid to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.

END

Enquiries

Premier Foods plc +44 (0) 1727 815 850

Alastair Murray, Chief Financial OfficerRichard Godden, Head of Investor RelationsRichard Johnson, Group Corporate Affairs Director

Maitland +44 (0) 20 7379 5151

Liz MorleyTom Eckersley

Credit Suisse +44 (0) 20 7888 8888

Ian Carnegie-BrownStuart FieldKaan Kesedar

Jefferies International Limited +44 (0) 20 7029 8000

Paul NichollsNeil CollingridgeLee Morton

HSBC +44 (0) 20 7991 8888

Nick DonaldStuart DicksonJames Horsburgh

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.