FELTHAM, United Kingdom--(BUSINESS WIRE)--

Nomad Foods Limited (NYSE:NOMD) (“Nomad Foods” or the “Company”), and Pershing Square Capital Management, L.P. (“Pershing Square”) today announced the commencement of a registered underwritten public offering of up to 33,333,334 of Nomad Foods’ ordinary shares by certain funds managed by Pershing Square (the “Selling Shareholders”). Nomad Foods is not selling any ordinary shares in the offering and will not receive any of the proceeds from the offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the size or terms of the offering.

Credit Suisse Securities (USA) LLC will act as underwriter for the offering.

Nomad Foods has filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement to its prospectus (as supplemented, the “Preliminary Prospectus”) included in its effective resale registration statement on Form F-3 (as amended and supplemented from time to time, the “Registration Statement”) for the offering to which this communication relates. The offering of these shares will be made only by means of the Preliminary Prospectus. Before you invest, you should read the Preliminary Prospectus and the Registration Statement to which the offering relates and the other documents incorporated by reference therein, which Nomad Foods has filed with the SEC. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus related to the offering may be obtained from Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY 10010, attention Credit Suisse Prospectus Department (telephone: 1-800-221-1037 or e-mail: [email protected]).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

About Nomad Foods

Nomad Foods (NYSE:NOMD) 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 Foods produces, markets and distributes brands in 17 countries and has the leading market share in Western Europe. The Company’s portfolio of leading frozen food brands includes Birds Eye, Iglo, and Findus.

About Pershing Square Capital Management, L.P.

Pershing Square Capital Management, L.P., based in New York City, is a SEC-registered investment advisor to investment funds.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those related to the offering. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute the Company’s current expectations based on reasonable assumptions. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Consummation of the offering is subject to risks and uncertainties, such as our continued eligibility to use our shelf registration statement, general economic conditions and other risks and uncertainties. Important factors that could affect actual results are discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the risks discussed under Item 3D “Risk Factors” in the Company’s 2016 Annual Report on Form 20-F and in subsequent reports filed with the SEC. Readers are encouraged to read the Company’s filings to learn more about the risk factors associated with the Company’s business. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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