TORTOLA, British Virgin
Islands, Dec. 9, 2015 /PRNewswire/ -- 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 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 be 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").
Additionally, the Company 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 LSE to be cancelled.
Most of the Company's ordinary shares are held as depositary
interests in CREST in the name of a CREST nominee. In
connection with the listing on the NYSE, these CREST positions will
be transferred to the nominee's CREST participant account at the
Depository Trust Company ("DTC") on behalf of each beneficial
holder. In order to facilitate settlement of trades after the
Listing Date, the Company strongly encourages each beneficial
holder to instruct its CREST nominee to move its positions from the
CREST participant account into a direct DTC participant
account.
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 holders of Depositary Interests 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 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, 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