RHM.L Regulatory News (RHM)

15 Feb 2007 13:16

RHM plc15 February 2007 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS 15 February 2007 RHM PLC (the Company) ACQUISITION OF THE COMPANY BY PREMIER FOODS PLC APPROVED BY THE COMPANY'S SHAREHOLDERS - RESULTS OF VOTING AT MEETINGS At the meeting convened by the Court and held on 15 February 2007 (the RHM CourtMeeting) to approve the proposed scheme of arrangement (the Scheme) between theCompany and the holders of Scheme Shares (as defined in the Scheme), theresolution approving the Scheme was passed by the requisite majorities on apoll. The voting of those members who cast votes either in person or by proxy at theCourt Meeting is summarised in the following table: FOR AGAINST Number of votes: 202,225,967 38,849 Number of voters: 883 29 In addition, an extraordinary general meeting was also held on 15 February 2007(the RHM EGM) to consider a resolution to approve the related reduction ofcapital and certain other related arrangements. The resolution was passed by therequisite majority on a show of hands. The voting of those members who cast votes either in person or by proxy at theRHM EGM is summarised in the following table: FOR AGAINST Number of votes: 190,476,154 69,176 Number of voters: 907 25 Earlier today, Premier Foods PLC (Premier Foods) announced that PremierShareholders had approved, by the requisite majorities, the resolutions requiredfor the Acquisition to proceed. The Scheme, which will effect the acquisition of the Company by Premier Foods(the Acquisition), is still subject to the sanction of the Court. Indicative timetable The indicative timetable for implementation of the Acquisition is currentlyexpected to be as follows:Court Hearing 14 March 2007Last day of dealings in, and for registration of transfers of, and 15 March 2007disablement in CREST of, RHM SharesScheme Record Time 6:00 p.m. on 15 March 2007Effective Date of Scheme 16 March 2007Cancellation of listing of RHM Shares 8:00 a.m. on 16 March 2007New Premier Shares issued and admitted to the Official List and dealings in 8:00 a.m. on 16 March 2007the New Premier Shares commence Note: These times and dates are indicative only and will depend, among otherthings, on the date on which the Court sanctions the Scheme and confirms theassociated reduction of capital as well as the date on which the Court Order isdelivered to the Registrar of Companies. Other Information Unless the context otherwise appears, terms defined in the Company's schemedocument dated 22 December 2006 (the Scheme Document) have the same meaning inthis announcement. For further information, please contact: RHM Tel: 01628 478 484Ian McMahon, Chief Executive OfficerAndrew Allner, Group Finance DirectorJohn McIvor, Director of Investor Relations and Industry Strategy 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 Financial Dynamics (PR Adviser to RHM) Tel: 020 7269 7291Andrew LorenzRichard Mountain This announcement has been issued by, and is the sole responsibility of, RHM. Credit Suisse, which is authorised and regulated by the Financial ServicesAuthority, is acting for RHM and no-one else in connection with the Acquisitionand will 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 Acquisition or any other matters referred to in thisannouncement. Citigroup, which is authorised and regulated by the Financial ServicesAuthority, is acting for RHM and no-one else in connection with the Acquisitionand will not be responsible to anyone else other than RHM for providing theprotections afforded to clients of Citigroup or for providing advice in relationto the Acquisition 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 Premier Shares. The offer to acquire New Premier Shares inconnection with the Acquisition is being made solely on the basis of informationcontained in the prospectus of Premier Foods 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 Premier Shares have not been, and will not be, registered underthe United States Securities Act of 1933, as amended, and may not be offered orsold, directly or indirectly, in the United States absent registration orexemption from registration. The New Premier Shares have not been, and will notbe, registered with any regulatory authority of any state within the UnitedStates. There will be no public offer of securities within the United States. This information is provided by RNS The company news service from the London Stock Exchange