TORTOLA, British Virgin
Islands, Dec. 24, 2015 /PRNewswire/ -- As
previously announced, Nomad Foods Limited ("Nomad" or the
"Company") has determined to transfer its listing from the
London Stock Exchange (the "LSE") to the New York Stock
Exchange (the "NYSE"). The NYSE has approved the Company's
listing to be effective on December 31,
2015. Therefore, the last day of trading on the LSE is
expected to be 11 January 2016 with
the delisting and cancellation of trading of the Company's ordinary
shares ("Shares") on the LSE expected to take effect from
8:00 a.m. on 12 January 2016 (the "Cancellation
Date"). When issued trading is expected to begin on the
NYSE on 5 January 2016 and
regular-way trading is expected to begin on the NYSE on 12 January
2016. The Shares will trade on the NYSE under the new ticker
symbol "NOMD".
Most of the Shares currently being traded are settled in the
form of depositary interests through CREST. The underlying
Shares supporting the depositary interests are held by
Computershare Investor Services PLC (the "Depositary") as
the custodian and depositary. In connection with the listing
on the NYSE, these Shares will be transferred and subsequently held
by Euroclear UK & Ireland Limited ("EUI") through its
nominated participant with the Depository Trust Company
("DTC") after which EUI will issue CREST Depository
Interests ("CDIs"). From the Cancellation Date there
will no-longer be a listing of Shares on the LSE.
Accordingly, in order to facilitate settlement of trades after the
Cancellation Date, the Company strongly encourages each beneficial
holder to instruct its CREST nominee, broker or custodian to move
its positions from their CREST participant account into a direct
DTC participant account, where available.
Information for Depositary Interest Holders
Holders of depositary interests in respect of the Shares (the
"Depositary Interests") should have received notification
from the Depositary in relation to the proposed cancellation of the
Depositary Interests.
If holders of Depositary Interests take no action, their
Depositary Interests will be cancelled and replaced automatically
on the Cancellation Date with CDIs to the same CREST account in
which the Depositary Interests were previously held. As
summarized above, the Depositary will then make arrangements to
transfer the underlying Shares to Cede & Co. (acting as nominee
DTC), DTC will (in its electronic book entry system) credit the
interest in the Shares to the DTC participant account of CREST
International Nominees Ltd (acting as custodian for EUI) and EUI
will then issue CDIs on a one-for-one basis to the former holders
of the cancelled Depositary Interests.
Depositary Interest Holders should contact their CREST nominee,
stockbroker, bank or other agent to obtain further information on
how the cancellation of the listing of the Shares on the Official
List and removal of such Shares from trading on the Main Market of
the LSE will impact such holders and how to trade their Shares on
the NYSE. The Company's transfer agent, Computershare, is
available through the below contact information to assist
Depositary Interest Holders with transfer related questions.
Computershare UK Contact:
Tel: +44 0370 889 3129
Email: !ALLUKGlobalTransactionTeam@computershare.co.uk
Computershare US Contact:
Tel: International: +1 781 575 4086 / US Toll free: +1 877 624
5999
Email: !USAllGlobalTransaction@computershare.com
United Kingdom stamp duty
and stamp duty reserve tax ("SDRT")
The following summary does not constitute legal or tax advice
and is not exhaustive. Depositary Interest Holders should
consult their own professional advisers on the potential tax
consequences of the steps summarised under "Information for
Depository Interest Holders" above.
It is not expected that any SDRT or stamp duty will generally be
payable in respect of agreements to transfer Depositary Interests
entered into before the Cancellation Date. However,
agreements to transfer CDIs entered into on or after the
Cancellation Date may be subject to SDRT, generally at the rate of
0.5 per cent of the consideration for the transfer.
It is not expected that any SDRT or stamp duty will generally be
payable in respect of transfers of interests in Shares effected
through DTC's electronic book entry system.
Accordingly, holders of Depositary Interests who do not
take any action to cancel their Depositary Interests and who
therefore receive CDIs in place of their Depositary Interests on
the Cancellation Date (see "Information for Depositary Interest
Holders" above) may subsequently wish to cancel their CDIs and
instead to hold interests in the Shares through DTC's electronic
book entry system.
About Nomad Foods Limited
Nomad Foods (LSE: NHL) is a leading frozen foods company
building a global portfolio of best-in-class food companies and
brands within the frozen category and across the broader food
sector. Nomad produces, markets and distributes brands in 15
countries and has the leading market share in Western Europe.
The Company's portfolio of leading frozen food brands includes
Birdseye, Iglo, and Findus. More information on Nomad Foods
Limited is available at http://www.nomadfoods.com.
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SOURCE Nomad Foods Limited