Nomad Foods Updates Timing Of Expected NYSE Listing

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: [phone]
Email: ![e-mail]

Computershare US Contact:
Tel: International: [phone] / US Toll free: [phone]
Email: ![e-mail]

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

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