Exhibit 99.1
NOTICE OF REDEMPTION
PREMIER BRANDS FOODS PLC
SENIOR NOTES DUE 2009
Premier Brands Foods plc (formerly Premier Foods plc, formerly
Premier International Foods plc) (the "Company") hereby announces that it
intends to redeem all of its outstanding Senior Notes due 2009 on September 1,
2004 (the "Redemption Date") pursuant to Section 3.7 of the indenture, dated as
of August 10, 1999, between the Company and Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company), as Trustee.
The Notes are registered under the U.S. Securities Act of 1933, as
amended, pursuant to a registration statement declared effective on August 28,
2001, and are listed on the Luxembourg Stock Exchange.
(pound)75,000,000 aggregate principal amount of Senior Sterling Notes
shall be redeemed at a price equal to 106.125% of the principal amount of such
Notes and US$200,000,000 aggregate principal amount of Senior Dollar Notes shall
be redeemed at a price equal to 106% of the principal amount of such Notes, in
each case plus any additional amounts in respect of withholding taxes, to the
extent applicable, and accrued and unpaid interest thereon (the amount of such
interest is expected to be (pound)4,593,750 for the Senior Sterling Notes and
$12,000,000 for the Senior Dollar Notes), if any, to the Redemption Date (the
"Redemption Price").
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CUSIP/ISIN/ AGGREGATE SECURITY AMOUNT TO REDEMPTION
COMMON CODE NO. PRINCIPAL DESCRIPTION BE REDEEMED PRICE
AMOUNT OUTSTANDING
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Common Code: 011364683 (pound)75,000,000 12.25% (pound)75,000,000 (pound)1,061.25
ISIN: XS0113646839 Sterling-denominated per(pound)1,000
Senior Notes due principal amount, plus
2009 any additional amounts
in respect of withholding
taxes and accrued and
unpaid interest
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Common Code: 011364233 $200,000,000 12% $200,000,000 $1,060 per $1,000
ISIN: US740518AF25 Dollar-denominated principal amount,
CUSIP: 740518AF2 Senior Notes due plus any additional
2009 amounts in respect of
withholding taxes and
accrued and unpaid
interest
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The Notes must be presented and surrendered to the Trustee, as paying
agent, to collect the Redemption Price at the offices of the Trustee, Deutsche
Bank Trust Company Americas, as follows:
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By Mail: By Overnight Courier: By Hand Delivery:
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DB Services Tennessee, Inc. DB Services Tennessee, Inc. The Depository Trust Clearing Corporation
Corporate Trust & Agency Services Corporate Trust & Agency Services c/o Transfer Agent Drop Service
Securities Payment Unit 648 Grassmere Park Road, 1st Floor 55 Water Street, 1st Floor
P.O. Box 291207 Nashville, TN 37211 Jeanette Park Entrance
Nashville, TN 37229-1207 Attention: Securities Payment Unit New York, NY 10041
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On the Redemption Date, the Redemption Price will become due and
payable upon each Note redeemed. Unless the Company defaults in paying the
Redemption Price to holders of Notes called for redemption, interest on such
Notes shall cease to accrue on and after the Redemption Date. Thereupon, the
only remaining right of holders of Notes called for redemption shall be the
receipt of the Redemption Price plus accrued and unpaid interest up to the
Redemption Date.
Upon the redemption, the Paying Agent shall endorse Schedule A to
each of the global notes surrendered for redemption to reflect the decrease in
principal amount, as the case may be, resulting from such redemption. If any
Note contains a CUSIP number, ISIN number or Common Code number, as provided in
Section 2.14 of the Indenture, no representation is made herein as to the
correctness of the CUSIP number, ISIN number or Common Code number as printed on
the Notes. Holders of Notes called for redemption may only rely upon the other
identification numbers printed on the Notes for verification of the correctness
of such CUSIP number, ISIN number or Common Code number.