Nomad Foods Limited Announces Filing of Registration Statement on Form F-1

Registration statement is important step towards previously announced intent to pursue US listing on the NYSE

Nov 25, 2015, 02:30 ET from Nomad Foods Limited

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.

SOURCE Nomad Foods Limited



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