RHM.L Regulatory News (RHM)

5 Feb 2007 15:23

Premier Foods plc05 February 2007 FOR IMMEDIATE RELEASE NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SOWOULD CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAW. PREMIER FOODS PLC & RHM PLC ANNOUNCEMENT BY THE OFFICE OF FAIR TRADING Premier Foods plc ("Premier") and RHM plc ("RHM") are pleased to note theannouncement by the Office of Fair Trading ("OFT") earlier today of its decisionnot to refer Premier's proposed acquisition (the "Acquisition") of RHM to theCompetition Commission. The decision of the Irish Competition Authority in relation to the Acquisitionis expected to be announced on 9 February. An extraordinary general meeting of Premier shareholders to approve, amongstother things, the Acquisition is due to take place at 10.00 a.m. on 15 February2007, the Court meeting of RHM shareholders in respect of the Scheme is due totake place at 12.00 p.m. on 15 February 2007, and an extraordinary generalmeeting of RHM Shareholders to approve, amongst other things, the Scheme is dueto take place at 12.15 p.m. on 15 February 2007. The Scheme is expected tobecome effective on 16 March 2007. References to times in this announcement are to London times. Terms nototherwise defined in this announcement have the same meaning as given in theprospectus of Premier dated 22 December 2006. For further information, please contact: Premier Tel: 01727 815 850Robert Schofield, Chief ExecutivePaul Thomas, Finance DirectorRobert Lawson, Director of Mergers and Acquisitions and Investor RelationsGwyn Tyley, Investor Relations Manager RHM Tel: 01628 478 484Ian McMahon, Chief Executive OfficerAndrew Allner, Group Finance DirectorJohn McIvor, Director of Investor Relations and Industry Strategy Rothschild (financial advisor to Premier) Tel: 020 7280 5000Akeel SachakAlexis MastersRobert Plowman Credit Suisse (joint financial adviser and corporate broker to RHM) Tel: 020 7888 8888George MaddisonIan BrownRichard Crawley (Corporate Broker) Citigroup (joint financial adviser to RHM) Tel: 020 7986 4000Iain RobertsonIan Carnegie-BrownIrfan Shariff Citigate Dewe Rogerson (PR Advisors to Premier Foods) Tel: 020 7638 9571Michael BerkeleyNicola Smith Financial Dynamics ( PR Advisors to RHM) Tel: 020 7269 7291Andrew LorenzRichard Mountain This announcement has been issued by, and is the joint responsibility of,Premier and RHM. N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting as financialadviser and sponsor to Premier and no one else in relation to the mattersdescribed in this announcement and will not be responsible to any person otherthan Premier for providing the protections afforded to clients of N M Rothschild& Sons Limited, nor for providing advice in relation to the matters described inthis announcement. Credit Suisse, which is authorised and regulated by the Financial ServicesAuthority, is acting for RHM and no-one else in connection with the Offer andwill not be responsible to anyone else other than RHM for providing theprotections afforded to clients of Credit Suisse or for providing advice inrelation to the Offer or any other matters referred to in this announcement. Citigroup, which is authorised and regulated by the Financial ServicesAuthority, is acting for RHM and no-one else in connection with the Offer andwill not be responsible to anyone else other than RHM for providing theprotections afforded to clients of Citigroup or for providing advice in relationto the Offer or any other matters referred to in this announcement. This announcement does not constitute an offer to sell or the solicitation of anoffer to buy New Ordinary Shares. The offer to acquire New Ordinary Shares inconnection with the Acquisition is being made solely on the basis of informationcontained in the prospectus of Premier dated 22 December 2006. The information contained in this announcement is not for release, publicationor distribution to persons in the United States, Canada, Australia, Japan or anyother jurisdiction where to do so may constitute a violation of local securitieslaws. This announcement is not an offer of securities for sale into the UnitedStates. The New Ordinary Shares have not been, and will not be, registeredunder the United States Securities Act of 1933, as amended, and may not beoffered or sold, directly or indirectly, in the United States absentregistration or exemption from registration. The New Ordinary Shares have notbeen, and will not be, registered with any regulatory authority of any statewithin the United States. There will be no public offer of securities withinthe United States. This information is provided by RNS The company news service from the London Stock Exchange