TORTOLA, British Virgin
Islands, Nov. 25, 2015
/PRNewswire/ -- Nomad Foods Limited ("Nomad Foods") (LSE:
NHL), today announced it has publicly filed a registration
statement on Form F-1 with the U.S. Securities and Exchange
Commission (SEC). The registration statement relates to
approximately 134 million ordinary shares of the Company previously
issued to U.S. persons, in private placements and in connection
with acquisitions, all of which have been admitted to trading in
the UK (other than the ordinary shares issued in connection with
the Findus acquisition). The Company will not be issuing new
ordinary shares pursuant to this registration statement.
Ordinary shares issued to non-U.S. persons in the initial public
offering and ordinary shares purchased on the London Stock Exchange
("LSE") are not required to be registered under the Securities Act
and are freely tradable.
In conjunction with the registration statement, Nomad Foods
intends to list its ordinary shares on the New York Stock Exchange
(the "NYSE"). The Company's ordinary shares are currently traded on
the LSE under the symbol "NHL". The Company anticipates that the
registration statement will be declared effective and that its
ordinary shares will be listed for trading on the NYSE late in the
fourth quarter or early in the first quarter of 2016. The
Company intends to cancel the listing of its ordinary shares on the
LSE immediately following the listing of its ordinary shares on the
NYSE.
This announcement is being issued in accordance with Rule 135 of
the United States Securities Act of 1933, as amended. As required
by Rule 135, this announcement does not constitute an offer to sell
or the solicitation of an offer to buy securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction. The proposed offering of the previously issued shares
will be made only by means of a prospectus to be included in the
registration statement.
Existing Company shareholders who have questions regarding
their ordinary shares should contact ICR (details shown
below).
Forward-Looking Statements
Forward-Looking Statements and Disclaimers
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts, including expectations regarding the
effectiveness of the registration statement and the listing of the
Company's ordinary shares on the NYSE.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
such statements and, except as required by applicable law, neither
the Company nor the Iglo Group undertake any obligation to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
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SOURCE Nomad Foods Limited