Nomad Foods Limited Listing Change Announcement (5603I)

TIDMNHL TIDMTTM

RNS Number : 5603I

Nomad Foods Limited

09 December 2015

Nomad Foods Limited ("Nomad" or the "Company")

REQUEST FOR CANCELLATION OF LISTING ON THE OFFICIAL LIST AND ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE

REQUEST FOR CANCELLATION OF LISTING

Tortola, British Virgin Islands - 9 December 2015 - Nomad Foods Limited ("Nomad" or the "Company") announces today that it has requested the cancellation of the Company's ordinary shares (the "Shares") from the standard listing segment of the Official List of the UK Listing Authority (the "UKLA") and for admission to trading of the Shares on the Main Market of the London Stock Exchange (the "LSE") to be cancelled.

As previously announced, the Company has determined to transfer its listing from the LSE to the New York Stock Exchange (the "NYSE"). The cancellation of trading on the LSE is conditional upon the NYSE listing becoming effective on an unconditional basis which is expected to take place on a when-issued basis on or around 4 January 2016. The last day of trading on the LSE is expected to occur on or around 11 January 2016 with the delisting and cancellation of trading of the Shares on the LSE expected to take effect from 8:00 a.m on 12 January 2016 (the "Cancellation Date").

Information for Depositary Interest Holders

Holders of depositary interests in respect of the Shares (the "Depositary Interests") should have received notification from Computershare Investor Services PLC (the "Depositary") in relation to the proposed cancellation of the Depositary Interests.

If Depositary Interest Holders take no action, their Depositary Interests will be cancelled and replaced automatically on the Cancellation Date. The Depositary will then make arrangements to transfer the underlying Shares to Cede & Co. (acting as nominee for the Depository Trust Company (the "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 Euroclear UK & Ireland Limited ("EUI")) and EUI will then issue CREST Depository Interests in respect of the Shares (the "CDIs") to the former holders of the cancelled Depositary Interests.

Depositary Interest Holders should contact their 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.

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, any Depositary Interest Holders 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:

Kelly Gawlik

Weber Shandwick

+1-212-445-8368

kgawlik@webershandwick.com

Nick Oborne

Weber Shandwick

+44 (0) 20 7067 0721

noborne@webershandwick.com

Tom Jenkins