Nomad Foods Ltd NOMD

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2020-09-09...es for an Aggregate Purchase Price of no More Than $500 Million At a Purchase Price Not Less Than $23.00 Per Share and Not More Than $25.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 9, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR OTHERWISE TERMINATED. Nomad Foods Limited, a company limited by shares and incorporated under the laws of the British Virgin Islands (the “...

listed = True...10.0% of our outstanding ordinary shares as of August 7, 2020. THE OFFER IS NOT CONDITIONED UPON OBTAINING FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. Our ordinary shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “NOMD”. On August 10, 2020, the last full trading day prior to our commencement of the Offer, the reported closing price of our ordinary shares on the NYSE was $24.15 per share. You are urged to obtain current market quotations for our ordinary shares before deciding whether, and at what price or prices, to...

mechanism = DUTCH...ted, a company limited by shares and incorporated under the laws of the British Virgin Islands (the “Company,” “Nomad,” “we,” “our” or “us”), is offering to purchase for cash its ordinary shares, no par value (the “ordinary shares” or “shares”), pursuant to a modified “Dutch auction” whereby shareholders may tender shares: (i) at prices specified by the tendering shareholders of not less than $23.00 and not more than $25.50 per share (“Auction Tenders”), or (ii) at the Purchase Price (as defined below) determined as described herein (“Purchase Price Tenders”), in either case, net to the seller in cash, less any appl...

must_tender_all = True...idly tendered at or below the Purchase Price and not validly withdrawn prior to the Expiration Time would result in an aggregate Purchase Price of more than $500 million, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time, as indicated by completing the section entitled “Odd Lots” in the Letter of Transmittal, or, in the case of a book-entry transfer, and Agent’s Message and, if applicable, in the Notice of Guaranteed Delivery; • second, from all other shareholde...

price = USD 23.0-25.5...Table of Contents Exhibit (a)(1)(A) Nomad Foods Limited Offer to Purchase for Cash Ordinary Shares for an Aggregate Purchase Price of no More Than $500 Million At a Purchase Price Not Less Than $23.00 Per Share and Not More Than $25.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 9, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TI...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by such Odd Lot Holder in accordance with the procedures described in Section 3. “Odd lots” will be accepted...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d45953dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Nomad Foods Limited Offer to Purchase for Cash Ordinary Shares for an Aggregate Purchase Price of no More Than $500 Million At a Purchase Price Not Less Than $23.00 Per Share and Not More Than $25.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 9, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME,...