Nomad Foods Limited Listing Update (1092K)
24 December 2015 - 6:00PM
UK Regulatory
TIDMNHL TIDMTTM
RNS Number : 1092K
Nomad Foods Limited
24 December 2015
NOMAD FOODS UPDATES TIMING OF EXPECTED NYSE LISTING
The Company's ordinary shares will trade on the NYSE under the
new ticker symbol "NOMD"
Tortola, British Virgin Islands - 24 December 2015 - 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.
For further information please contact:
Contact Details
Media Contacts:
Arielle Patrick
Weber Shandwick
+1-212-445-8470
apatrick@webershandwick.com
Nick Oborne
Weber Shandwick
+44 (0) 20 7067 0721
noborne@webershandwick.com
Tom Jenkins
Weber Shandwick
+44 (0) 20 7067 0810
tjenkins@webershandwick.com
Investor Contact:
John Mills
Partner, ICR
+1-646-277-1254
john.mills@icrinc.com
SOURCE Nomad Foods Limited
RELATED LINKS
http://www.nomadfoods.com
This information is provided by RNS
The company news service from the London Stock Exchange
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