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| CIK | 1651717 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nomad Foods Limited
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
Exhibit 99.1 Nomad Foods Announces New Financial Targets and Efficiency Program Ahead of an Investor Conference 2025 guidance reiterated Increased multi-year efficiency program expected to deliver €200 million in operational savings through 2028 New medium-term Adjusted EBITDA and Free Cash Flow growth targets established WOKING, England - September 3, 2025 - Nomad Foods Limited (NYSE: NOMD), toda |
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| September 3, 2025 |
b2s2025finalforposting September 2025 Barclays Global Staples Conference This Presentation has been prepared and issued by Nomad Foods Limited (the “Company”). |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of |
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| August 6, 2025 |
Exhibit 99.1 Nomad Foods Reports Second Quarter 2025 Financial Results Retail sell-out growth accelerated through mid-June and market share improved in the quarter Unfavorable weather presented unforeseen net sales headwinds Lowering guidance given first half shortfall and to increase flexibility to absorb other unforeseen shortfalls WOKING, England - August 6, 2025 - Nomad Foods Limited (NYSE: NO |
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| August 6, 2025 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and six months ended June 30, 2025 Nomad Foods Limited—Interim management report Results for the six months ended June 30, 2025 The Company’s financial results are discussed within the press release which accompanies these unaudited condensed consolidated interim financial statements. Liq |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Pri |
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| July 30, 2025 |
Nomad Foods Declares Quarterly Dividend Exhibit 99.1 Nomad Foods Declares Quarterly Dividend Woking, England, July 30, 2025 – Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has declared a cash dividend of $0.17 per share; a 13% increase from the dividend declared this time last year. The dividend will be payable on August 26, 2025 to shareholders of record as of the close of business on August 11, 2025. “Th |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princ |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking Surrey, United Kingdom, GU21 6HT + (44) 208 918 |
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| June 16, 2025 |
NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN Exhibit 99.1 NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN 1. Purpose 1 2. Definitions 1 3. Administration 6 4. Shares Subject to Plan 7 5. Eligibility 8 6. Specific Terms of Awards 8 7. Certain Provisions Applicable to Awards 15 8. Change in Control 18 9. General Provisions 20 NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of |
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| June 16, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nomad Foods Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, no par value Other (1) 15,164,767 $17. |
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| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025 As filed with the Securities and Exchange Commission on June 16, 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nomad Foods Limited (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Id |
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| May 28, 2025 |
2025 Proxy Statement Notice of Annual Meeting of Shareholders Table of Contents 2025 Proxy Statement Notice of Annual Meeting of Shareholders Table of Contents Forge, 43 Church Street West Woking, Surrey GU21 6HT Notice of Annual Meeting of Shareholders May 28, 2025 Dear Shareholder: It is my pleasure to invite you to attend Nomad Foods Limited’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). |
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| May 28, 2025 |
styleINA P.O. BOX 8016, CARY, NC 27512-9903 Nomad Foods Limited Annual Meeting of Shareholders Thursday, July 10, 2025 10:00 AM, Local Time Forge, 43 Church Street West, Woking GU21 6HT, UK For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/NOMD To vote your proxy while visiting this site, you will need the 12 digit control numbe |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking Surrey, United Kingdom, GU21 6HT + (44) 208 918 |
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| May 8, 2025 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three months ended March 31, 2025 Nomad Foods Limited—Interim management report Results for the three months ended March 31, 2025 The Company’s financial results are discussed within the press release which accompanies these unaudited condensed consolidated interim financial statements. Liquidi |
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| May 8, 2025 |
Exhibit 99.1 Nomad Foods Reports First Quarter 2025 Financial Results Strong gross margin expansion helped fuel reinvestment Retailer destocking & Easter timing offset retail sell-out growth Recalibrating full year sales, Adjusted EBITDA and Adjusted EPS expectations WOKING, England - May 8, 2025 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month period ended |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princi |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Prin |
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| April 30, 2025 |
Nomad Foods Declares Quarterly Dividend Exhibit 99.1 Nomad Foods Declares Quarterly Dividend Woking, England, April 30, 2025 – Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has declared a cash dividend of $0.17 per share; a 13% increase from the dividend declared this time last year. The dividend will be payable on May 28, 2025 to shareholders of record as of the close of business on May 12, 2025. “As we e |
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| March 3, 2025 |
WITHOUT PREJUDICE Exhibit 4.11 SUBJECT TO CONTRACT 24 MAY 2024 NOMAD FOODS EUROPE LIMITED AND SAMY ZEKHOUT This is a duplicate document to that signed by Samy Zekhout and the CPO of Nomad Foods on the 24th May which was subject to board approval. This copy has the updated commentary of the approvals received by the Compensation Committee and the Board on the 24th May. SETTLEMENT AGREEMENT This was |
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| March 3, 2025 |
6-K 1 nomd-20241231x6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge 43 Church Street West Woking GU21 6HT + (44) |
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| March 3, 2025 |
NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN Exhibit 4.14 NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN 1. Purpose 1 2. Definitions 1 3. Administration. 7 4. Shares Subject to Plan. 8 5. Eligibility 9 6. Specific Terms of Awards. 10 7. Certain Provisions Applicable to Awards. 17 8. Change in Control. 20 9. General Provisions. 22 NOMAD FOODS LIMITED 2025 EQUITY INCENTIVE PLAN 1.Purpose. The purp |
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| March 3, 2025 |
NOMAD FOODS LIMITED INSIDER TRADING POLICY Adopted on 24 February, 2025 Exhibit 11 NOMAD FOODS LIMITED INSIDER TRADING POLICY Adopted on 24 February, 2025 The Board of Directors (the “Board”) of Nomad Foods Limited (together with its affiliates and subsidiaries, the “Company,” “we,” “our,” or “Nomad”) has adopted this Insider Trading Policy (this “Policy”) in order to take an active role in the prevention of insider trading violations by our Executives (as defined below), Directors (as defined below), employees, consultants, advisors and other related individuals. |
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| March 3, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (Nos. 333-270190 and 333-217044) and Form S-8 (No. 333-211095) of Nomad Foods Limited of our report dated March 3, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appea |
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| March 3, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stéfan Descheemaeker, Chief Executive Officer of t |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) o Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange |
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| March 3, 2025 |
Exhibit 12.2 CERTIFICATION I, Ruben Baldew, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| March 3, 2025 |
Exhibit 4.12 DATED 24TH MAY 2024 NOMAD FOODS EUROPE LIMITED AND RUBEN BALDEW AND NOMAD FOODS LIMITED Board Approved SERVICE AGREEMENT GREENBERG TRAURIG, LLP 8th Floor The Shard 32 London Bridge Street SE1 9SG ACTIVE 698434515v5 Exhibit 4.12 TABLE OF CONTENTS 2. TERM OF APPOINTMENT 2 3. DUTIES 2 4. GARDEN LEAVE 3 5. PLACE OF WORK 4 6. OUTSIDE INTERESTS AND SHARE DEALINGS 5 7. SALARY, BONUS AND LTIP |
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| March 3, 2025 |
Exhibit 12.1 CERTIFICATION I, Stéfan Descheemaeker, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| March 3, 2025 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ruben Baldew, Chief Financial Officer of the Compa |
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| March 3, 2025 |
Exhibit 99.1 Nomad Foods Reports Fourth Quarter and Full Year 2024 Financial Results and Raises Full-Year 2025 Earnings Outlook Delivered 9th consecutive year of record-high net sales and Adjusted EBITDA Full year Adjusted EPS of €1.78 Increases full year 2025 Adjusted EPS guidance to €1.85-€1.89 WOKING, England - March 3, 2025 - Nomad Foods Limited (NYSE: NOMD) (the "Company" or "Nomad Foods"), t |
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| January 30, 2025 |
Exhibit 99.1 Nomad Foods Declares Quarterly Dividend Increase Company Increases Dividend by 13% as Strong Cash Flow Continues Woking, England, January 30, 2025 – Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has declared a 2025 quarterly cash dividend of $0.17 per share; a 13% increase from its 2024 quarterly payout. This marks the Company’s first dividend increase s |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Pr |
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| January 14, 2025 |
Exhibit 99.1 Nomad Foods Provides 2025 Guidance Ahead of Presentation at the 27th Annual ICR Conference Execution of the commercial flywheel is driving strong market share and volume growth 2025 is expected to be the 10th consecutive year of revenue and Adjusted EBITDA growth as Nomad Foods celebrates its 10th anniversary as a public company WOKING, England – January 14, 2025 - Nomad Foods Limited |
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| January 14, 2025 |
January 2025 27th Annual ICR Conference This Presentation has been prepared and issued by Nomad Foods Limited (the “Company”). |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| November 14, 2024 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and nine months ended September 30, 2024 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Find |
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| November 14, 2024 |
Exhibit 99.1 Nomad Foods Reports Third Quarter 2024 Financial Results Balanced growth strategy delivers volume & value gains Revenue growth of +0.8% with Adjusted EPS +28% YoY to €0.55 Full year 2024 guidance reduced following a temporary ERP disruption WOKING, England - November 14, 2024 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and nine month periods ende |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of P |
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| November 13, 2024 |
NOMD / Nomad Foods Limited / Boston Partners - BOSTON PARTNERS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* NOMAD FOODS LTD (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Pr |
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| October 29, 2024 |
Nomad Foods Declares Quarterly Dividend Exhibit 99.1 Nomad Foods Declares Quarterly Dividend Woking, England, October 29, 2024 – Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per share on the Company’s issued and outstanding ordinary shares. The dividend will be payable on November 26, 2024 to shareholders of record as of the close of business on November 8, |
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| August 7, 2024 |
Exhibit 99.1 Nomad Foods Reports Second Quarter 2024 Financial Results Volume recovery on-track; Revenue growth of +1.1% with Adjusted EPS of €0.44 Reiterates full year 2024 financial guidance WOKING, England - August 7, 2024 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and six month period ended June 30, 2024. Key operating highlights and financial performanc |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Pri |
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| August 7, 2024 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and six months ended June 30, 2024 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Findus, ig |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Pri |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princ |
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| July 30, 2024 |
Nomad Foods Declares Quarterly Dividend Exhibit 99.1 Nomad Foods Declares Quarterly Dividend Woking, England, July 30, 2024 – Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per share on the Company’s issued and outstanding ordinary shares. The dividend will be payable on August 26, 2024 to shareholders of record as of the close of business on August 10, 2024. |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princ |
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| May 28, 2024 |
EX-99.2 Nomad Foods P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Nomad Foods Limited Annual Meeting of Shareholders Wednesday, July 10, 2024 10:00 AM, Local Time Forge, 43 Church Street West, Woking GU21 6HT, UK For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/NOMD To vote your proxy while visiting this site, you will |
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| May 28, 2024 |
Nomad Foods Announces Appointment of Chief Financial Officer Exhibit 99.1 Nomad Foods Announces Appointment of Chief Financial Officer WOKING, England - May 28, 2024 - Nomad Foods Limited (NYSE: NOMD) today announced the appointment of Ruben Baldew as Chief Financial Officer, effective June 17, 2024 (subject to, and conditioned upon, receipt of applicable work authorizations). Mr. Baldew will succeed Samy Zekhout, who is leaving his position to explore new |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princi |
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| May 28, 2024 |
2024 Proxy Statement Notice of Annual Meeting of Shareholders EX-99.1 2024 Proxy Statement Notice of Annual Meeting of Shareholders Forge, 43 Church Street West Woking, Surrey GU21 6HT Notice of Annual Meeting of Shareholders May 28, 2024 Dear Shareholder: It is my pleasure to invite you to attend Nomad Foods Limited’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held on July 10, 2024, at 10:00 a.m. London time, at th |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking Surrey, United Kingdom, GU21 6HT + (44) 208 918 |
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| May 9, 2024 |
Exhibit 99.1 Nomad Foods Reports First Quarter 2024 Financial Results Volume recovery on-track; Revenue growth of +1.1% with Adjusted EPS of €0.37 Reiterates full year 2024 financial guidance WOKING, England - May 9, 2024 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month period ended March 31, 2024. Key operating highlights and financial performance for the f |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princi |
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| May 9, 2024 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three months ended March 31, 2024 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Led |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Princi |
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| May 2, 2024 |
EXECUTION VERSION The taking of (a) any of the Finance Documents (including this document) or (b) any certified copy thereof or (c) any document which constitutes substitute documentation thereof including written confirmations or references (the "Stamp Duty Sensitive Documents") into Austria may cause the imposition of Austrian stamp duty. |
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| May 2, 2024 |
Nomad Foods Announces Successful Repricing of Existing Senior Secured Term Loan Exhibit 99.2 Nomad Foods Announces Successful Repricing of Existing Senior Secured Term Loan Woking, England – April 29, 2024—Nomad Foods Limited (“Nomad Foods” or the “Company”) today announced that it has repriced its existing USD denominated Term Loan B of USD 693 million principal (the “Term Loan”). The closing of the repricing of the Term Loan is expected to occur on or before May 7, 2024, su |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Prin |
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| April 30, 2024 |
Nomad Foods Declares Quarterly Dividend Exhibit 99.1 Nomad Foods Declares Quarterly Dividend Woking, England, April 30, 2024 – Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per share on the Company’s issued and outstanding ordinary shares. The dividend will be payable on May 28, 2024 to shareholders of record as of the close of business on May 9, 2024. About |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) Forge, 43 Church Street West Woking, GU21 6HT + (44) 208 918 3200 (Address of Prin |
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| April 22, 2024 |
Nomad Foods Announces Launch of Repricing Senior Secured Term Loan Exhibit 99.1 Nomad Foods Announces Launch of Repricing Senior Secured Term Loan Woking, England - April 22, 2024—Nomad Foods Limited (“Nomad Foods” or the “Company”) today announced the launch of an anticipated repricing of its existing USD denominated Term Loan B of USD 700 million (the “Term Loan”) with lender meetings anticipated to follow later this week (the “Repricing”). The Repricing is int |
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| February 29, 2024 |
Exhibit 4.7 NOMAD FOODS LIMITED LONG TERM 2015 INCENTIVE PLAN ISSUE [ ] AWARD AGREEMENT FOR PERFORMANCE SHARE UNITS AND RESTRICTED SHARE UNITS NOM1110544651 Performance Share / Restricted Share Award THIS AGREEMENT is made as of [ ] day of [ ], 20[ ] (1) Nomad Foods Limited, a public company limited by shares and incorporated under the laws of the British Virgin Islands (the "Company"); and (2) [P |
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| February 29, 2024 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Samy Zekhout, Chief Financial Officer of the Compa |
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| February 29, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stéfan Descheemaeker, Chief Executive Officer of t |
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| February 29, 2024 |
Exhibit 99.1 Nomad Foods Reports Fourth Quarter and Full Year 2023 Financial Results Delivers record-high net sales and Adjusted EBITDA; Full year Adjusted EPS of €1.61 Affirms strong 2024 financial guidance FELTHAM, England - February 29, 2024 - Nomad Foods Limited (NYSE: NOMD) (the "Company" or "Nomad Foods"), today reported financial results for the three and twelve-month periods ended December |
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| February 29, 2024 |
NOMAD FOODS LIMITED POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97 NOMAD FOODS LIMITED POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. |
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| February 29, 2024 |
Exhibit 4.6 NOMAD FOODS LIMITED LONG TERM 2015 INCENTIVE PLAN ISSUE [ ] AWARD AGREEMENT FOR PERFORMANCE SHARE UNITS NOM1110544661 Performance Share Award THIS AGREEMENT is made as of [ ] day of [ ], 20[ ] (1) Nomad Foods Limited, a public company limited by shares and incorporated under the laws of the British Virgin Islands (the "Company"); and (2) [Participant name], ("you"). WHEREAS:- (A) The C |
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| February 29, 2024 |
Form of Share Grant Award Agreement Exhibit 4.10 Samy Zekhout Nomad Foods Europe Limited Bedfont Lakes Business Park, 1 New Square Middlesex TW14 8HA 1st June 2023 Dear Samy Contract variation 1.This letter is to confirm certain new arrangements that we have agreed in respect of your compensation with effect from the 2022/2023 financial year. 2.It constitutes an amendment to the arrangements set out in your service agreement with No |
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| February 29, 2024 |
Exhibit 12.1 CERTIFICATION I, Stéfan Descheemaeker, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| February 29, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (Nos. 333-270190 and 333-217044) and Form S-8 (No. 333-211095) of Nomad Foods Limited of our report dated February 29, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which a |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) o Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange |
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| February 29, 2024 |
Exhibit 12.2 CERTIFICATION I, Samy Zekhout, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 22, 2024 |
CAGNY Investor Presentation February 22, 2024 Stéfan Descheemaeker Chief Executive Officer This Presentation has been prepared and issued by Nomad Foods Limited (the “Company”). |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 21, 2024 |
Exhibit 99.1 Nomad Foods Provides Updates on Full Year 2023 Results and Initiates 2024 Guidance Initiate 2024 Adjusted EPS guidance of €1.75-€1.80 per share, representing 9-12% growth Company to report fourth quarter and full year results on Thursday, February 29, 2024 FELTHAM, England - February 21, 2024 - Nomad Foods Limited (NYSE: NOMD) today announced that management will present at the Consum |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 14, 2024 |
NOMD / Nomad Foods Limited / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nomad Foods Ltd (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 8, 2024 |
NOMD / Nomad Foods Limited / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Nomad Foods Limited (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 5, 2024 |
The taking of (a) any of the Finance Documents (including this document) or (b) any certified copy thereof or (c) any document which constitutes substitute documentation thereof including written confirmations or references (the "Stamp Duty Sensitive Documents") into Austria may cause the imposition of Austrian stamp duty. |
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| February 5, 2024 |
Nomad Foods Announces Term Loan Repricing Exhibit 99.2 Nomad Foods Announces Term Loan Repricing Feltham, England – February 5, 2024—Nomad Foods Limited (“Nomad Foods” or the “Company”) announced today that it has repriced its existing EUR denominated Term Loan B of EUR 130 million principal due 2029 (the “Term Loan”). The closing of the repricing of the Term Loan occurred on February 2, 2024, subject to customary closing conditions. Foll |
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| January 30, 2024 |
Nomad Foods Declares Initial Quarterly Dividend Exhibit 99.1 Nomad Foods Declares Initial Quarterly Dividend Feltham, England - January 30, 2024—Nomad Foods Limited (NYSE: NOMD), a leading frozen food company, today announced that its Board of Directors has declared an initial quarterly cash dividend of $0.15 per share on the Company’s issued and outstanding ordinary shares. The initial quarterly dividend will be payable on February 26, 2024 to |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| January 12, 2024 |
NOMD / Nomad Foods Limited / Allspring Global Investments Holdings, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2 ) NOMAD FOODS LTD (Name of Issuer) USD ORD SHS (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| November 9, 2023 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and nine months ended September 30, 2023 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Find |
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| November 9, 2023 |
Exhibit 99.1 Nomad Foods Reports Third Quarter 2023 Financial Results Revenue growth of +0.5% with Adjusted EPS of €0.43 Raise Full Year Adjusted EPS Guidance to €1.57 - €1.60 Announces a New Share Repurchase Authorization of up to $500 million Announces intention to launch quarterly dividend in early 2024 FELTHAM, England - November 9, 2023 - Nomad Foods Limited (NYSE: NOMD), today reported finan |
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| September 18, 2023 |
Nomad Foods Announces Term Loan Repricing Exhibit 99.2 Nomad Foods Announces Term Loan Repricing Feltham, England - September 18, 2023—Nomad Foods Limited (“Nomad Foods” or the “Company”) announced today that it has repriced its existing USD denominated Term Loan B of USD 700 million principal due 2029 (the “Term Loan”). The closing of the repricing of the Term Loan is expected to occur on September 22, 2023, subject to customary closing |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44 |
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| September 18, 2023 |
EXECUTION VERSION The taking of (a) any of the Finance Documents (including this document) or (b) any certified copy thereof or (c) any document which constitutes substitute documentation thereof including written confirmations or references (the "Stamp Duty Sensitive Documents") into Austria may cause the imposition of Austrian stamp duty. |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44 |
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| September 7, 2023 |
Nomad Foods Announces Launch of Repricing of its USD Senior Secured Term Loan Exhibit 99.1 Nomad Foods Announces Launch of Repricing of its USD Senior Secured Term Loan Feltham, England - September 7, 2023—Nomad Foods Limited (“Nomad Foods” or the “Company”) today announced the launch of an anticipated repricing of its existing USD denominated Term Loan B of USD 700 million principal due 2029 (the “Term Loan”) with lender meetings anticipated to follow later this week (the |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44 |
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| September 5, 2023 |
Exhibit 99.1 Nomad Foods Reiterates Full Year 2023 Guidance Ahead of Fireside Chat at the Barclays Global Consumer Staples Conference FELTHAM, England – September 5, 2023 – Nomad Foods Limited (NYSE: NOMD) (the “Company”) will be participating in a fireside chat at the Barclays Global Consumer Staples Conference today, September 5, 2023 at 2:15 p.m. ET. An audio webcast of the fireside chat will b |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 2 |
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| August 9, 2023 |
Exhibit 99.1 Nomad Foods Reports Second Quarter 2023 Financial Results Revenue growth of +6.9% with Adjusted EPS of €0.40 Raise Full Year Adjusted EPS Guidance to €1.54 - €1.57 FELTHAM, England - August 9, 2023 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and six month periods ended June 30, 2023. Key operating highlights and financial performance for the seco |
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| August 9, 2023 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and six months ended June 30, 2023 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Findus, ig |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| May 26, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| May 26, 2023 |
EX-99.2 Nomad Foods Limited Important Notice Regarding the Availability of Proxy Materials P.O. BOX 8016, CARY, NC 27512-9903 Shareholders Meeting to be held on July 6, 2023 For Shareholders of record as of May 8, 2023 This communication presents only an overview of the more complete proxy materials that are available to you on the This is not a ballot. You cannot use this notice to vote your We e |
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| May 26, 2023 |
2023 Proxy Statement Notice of Annual Meeting of Shareholders EX-99.1 Table of Contents 2023 Proxy Statement Notice of Annual Meeting of Shareholders Table of Contents No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA Notice of Annual Meeting of Shareholders May 26, 2023 Dear Shareholder: It is my pleasure to invite you to attend Nomad Foods Limited’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held |
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| May 10, 2023 |
Exhibit 99.1 Nomad Foods Reports First Quarter 2023 Financial Results Revenue growth of +5.8% with Adjusted EPS of €0.46 Updated Full Year Adjusted EPS Guidance of €1.52 - €1.55 FELTHAM, England - May 10, 2023 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month period ended March 31, 2023. Key operating highlights and financial performance for the first quarter |
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| May 10, 2023 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three months ended March 31, 2023 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Led |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| March 1, 2023 |
As filed with the Securities and Exchange Commission on March 1, 2023 As filed with the Securities and Exchange Commission on March 1, 2023 Registration Statement No. |
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| March 1, 2023 |
NOMAD FOODS LIMITED Dated as of _______, 20___ [Name of Trustee] TABLE OF CONTENTS Exhibit 4.3 NOMAD FOODS LIMITED INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Rules of Construction 29 Article 2. THE DEBT SECURITIES 30 Section 2.01 Additional Debt Securities 30 Section 2.02 Form and Dating 30 Section 2.03 Execution and Authentication 31 Section 2.04 R |
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| March 1, 2023 |
Calculation of Filing Fee Table Form F-3 (Form Type) NOMAD FOODS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry For |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 23, 2023 |
cagnypresentationfeb2320 CAGNY Investor Presentation February 23, 2023 Disclaimer This Presentation has been prepared and issued by Nomad Foods Limited (the “Company”). |
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| February 23, 2023 |
Nomad Foods Reports Fourth Quarter and Full Year 2022 Financial Results Full year Adjusted EPS of €1. |
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| February 23, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stéfan Descheemaeker, Chief Executive Officer of t |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) o Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchang |
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| February 23, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-217044) and Form S-8 (No. 333-211095) of Nomad Foods Limited of our report dated February 23, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this F |
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| February 23, 2023 |
Exhibit 12.1 CERTIFICATION I, Stéfan Descheemaeker, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| February 23, 2023 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Samy Zekhout, Chief Financial Officer of the Compa |
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| February 23, 2023 |
NOMAD FOODS LIMITED DESCRIPTION OF SECURITIES NOMAD FOODS LIMITED DESCRIPTION OF SECURITIES As of December 31, 2022, Nomad Foods Limited (“we,” “us,” “our” and the “Company” ) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - its ordinary shares of no par value. |
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| February 23, 2023 |
Exhibit 12.2 CERTIFICATION I, Samy Zekhout, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| February 14, 2023 |
NOMD / Nomad Foods Ltd / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nomad Foods Ltd (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 6, 2023 |
NOMD / Nomad Foods Ltd / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Nomad Foods Limited (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| January 13, 2023 |
NOMD / Nomad Foods Ltd / Allspring Global Investments Holdings, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1 ) NOMAD FOODS LTD (Name of Issuer) USD ORD SHS (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| November 10, 2022 |
The taking of (a) any of the Finance Documents (including this document) or (b) any certified copy thereof or (c) any document which constitutes substitute documentation thereof including written confirmations or references (the "Stamp Duty Sensitive Documents") into Austria may cause the imposition of Austrian stamp duty. |
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| November 10, 2022 |
Nomad Foods Announces Closing of Term Loans Exhibit 99.2 Nomad Foods Announces Closing of Term Loans Feltham, England - November 10, 2022?Nomad Foods Limited (?Nomad Foods? or the ?Company?) announces that it has closed on the issuance of both a USD 700 million term loan bearing interest at a rate per annum equal to the SOFR rate plus 3.75% and a EUR 130 million term loan bearing interest at a rate per annum equal to EURIBOR plus 3.5%, both |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| November 9, 2022 |
6-K 1 nomd-2022930x6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Felt |
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| November 9, 2022 |
Exhibit 99.1 Nomad Foods Reports Third Quarter 2022 Financial Results Revenue growth of 26.7% with Adjusted EPS of €0.52 Reiterate Full Year Adjusted EPS Guidance of €1.65 - €1.71 FELTHAM, England - November 9, 2022 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and nine month periods ended September 30, 2022. Key operating highlights and financial performance f |
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| November 9, 2022 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and nine months ended September 30, 2022 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Find |
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| November 8, 2022 |
6-K 1 nomd-20221108x6kxpricingan.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Busines |
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| November 8, 2022 |
Nomad Foods Announces Pricing of Term Loans Exhibit 99.1 Nomad Foods Announces Pricing of Term Loans Feltham, England - November 8, 2022?Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announces that it has priced both a USD 700 million term loan bearing interest at a rate per annum equal to the SOFR rate plus 3.75% due 2029 and a EUR 130 million term loan bearing interest at a rate per annum equal to EURIBOR plus 3.5% due 2029 ( |
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| October 31, 2022 |
Nomad Foods Announces Launch of Refinancing of Senior Secured Term Loan Exhibit 99.1 Nomad Foods Announces Launch of Refinancing of Senior Secured Term Loan Feltham, England - October 31, 2022?Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announced the launch of an anticipated refinancing of its existing USD denominated Term Loan B of USD 960 million principal due mid 2024 (the ?Existing Loan?) with a USD 825 million seven-year term loan (the "Term Loan") |
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| October 31, 2022 |
Exhibit 99.1 Nomad Foods Announces Third Quarter 2022 Preliminary Financial Results ahead of refinancing existing USD Term Loan B Strong organic revenue and profit growth supported by company-wide pricing actions Reiterate Full Year Adjusted EPS Guidance of ?1.65 - ?1.71 FELTHAM, England - October 31, 2022 - Nomad Foods Limited (NYSE: NOMD), today announces selected preliminary financial results f |
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| October 31, 2022 |
6-K 1 nomd-2022930x6kxtradingupd.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| August 10, 2022 |
Exhibit 99.1 Nomad Foods Reports Second Quarter 2022 Financial Results Revenue growth of +17.0% with Adjusted EPS of ?0.40 Updated Full Year Adjusted EPS Guidance of ?1.65 - ?1.71 FELTHAM, England - August 10, 2022 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and six month periods ended June 30, 2022. Key operating highlights and financial performance for the |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 2 |
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| August 10, 2022 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and six months ended June 30, 2022 Nomad Foods Limited?Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the ?Company? or ?Nomad?) portfolio of iconic brands, which includes Birds Eye, Findus, ig |
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| July 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| May 20, 2022 |
Table of Contents Exhibit 99.1 No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA Notice of Annual Meeting of Shareholders May 20, 2022 Dear Shareholder: It is my pleasure to invite you to attend Nomad Foods Limited?s 2022 Annual Meeting of Shareholders (the ?Annual Meeting?). The meeting will be held on July 1, 2022, at 10:00 a.m. London time, at the London Headquarters of N |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| May 20, 2022 |
Exhibit 99.2 Nomad Foods P.O. BOX 8016, CARY, NC 27512-9903 Nomad Foods Limited Important Notice Regarding the Availability of Proxy Materials Shareholders Meeting to be held on July 1, 2022 For Shareholders of record as of May 02, 2022 This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use t |
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| May 11, 2022 |
NOMD / Nomad Foods Ltd / Gottesman Noam - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Nomad Foods Limited (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G6564A105 (CUSIP Number) TOMS Acquisition I LLC 450 W. 14th Street, 13th Floor New York, NY 10014 Attn: Noam Gottesman (212) 524 -7300 (Name, Address and |
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| May 11, 2022 |
Exhibit 99.1 Nomad Foods Reports First Quarter 2022 Financial Results Revenue growth of +3.6% with adjusted EPS of ?0.43 Reiterates Full Year Adjusted EPS Guidance of ?1.71 - ?1.75 FELTHAM, England - May 11, 2022 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month period ended March 31, 2022. Key operating highlights and financial performance for the first quar |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| May 11, 2022 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three months ended March 31, 2022 Nomad Foods Limited?Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the ?Company? or ?Nomad?) portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Led |
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| May 11, 2022 |
NOMD / Nomad Foods Ltd / FRANKLIN MARTIN E - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Nomad Foods Limited (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G6564A105 (CUSIP Number) Mariposa Acquisition II, LLC 500 South Pointe Drive, Suite 240 Miami Beach, Florida 33139 Attn: Martin E. Franklin (786) 482-6333 |
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| May 11, 2022 |
SCHEDULE 13D JOINT FILING AGREEMENT Exhibit B EXHIBIT B SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below. |
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| March 3, 2022 |
Exhibit 12.1 CERTIFICATION I, St?fan Descheemaeker, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| March 3, 2022 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the ?Company?) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, St?fan Descheemaeker, Chief Executive Officer of t |
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| March 3, 2022 |
AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT This AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT (this ?Agreement?), effective as of January 1, 2022 (the ?Effective Date?), is entered into by and between Nomad Foods Limited (the ?Company?), Mariposa Capital, LLC, a Delaware limited liability company (?Mariposa?) and TOMS Capital LLC (?TOMS? and together with Mariposa, ?Advisors?). |
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| March 3, 2022 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-217044 and 333-225402) and Form S-8 (No. 333-211095) of Nomad Foods Limited of our report dated March 3, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appe |
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| March 3, 2022 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the ?Company?) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Samy Zekhout, Chief Financial Officer of the Compa |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) o Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange |
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| March 3, 2022 |
Exhibit 12.2 CERTIFICATION I, Samy Zekhout, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| March 3, 2022 |
NOMAD FOODS LIMITED DESCRIPTION OF SECURITIES NOMAD FOODS LIMITED DESCRIPTION OF SECURITIES As of December 31, 2021, Nomad Foods Limited had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended ? its ordinary shares of no par value (the ?Ordinary Shares?). |
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| February 25, 2022 |
CAGNY Investor Presentation February 24, 2022 Disclaimer This Presentation has been prepared and issued by Nomad Foods Limited (the ?Company?). |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 24, 2022 |
Exhibit 99.1 Nomad Foods Reports Fourth Quarter and Full Year 2021 Financial Results Full year Adjusted EPS of ?1.55 represents 15% growth, and at the top end of guidance Completes a 5th consecutive year of record annual reported revenue, Adjusted EBITDA and Adjusted EPS Anticipates a sixth consecutive year of reported revenue growth, organic revenue growth and Adjusted EPS growth in 2022 FELTHAM, |
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| February 4, 2022 |
NOMD / Nomad Foods Ltd / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nomad Foods Limited (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| January 27, 2022 |
NOMD / Nomad Foods Ltd / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) NOMAD FOODS LTD (Name of Issuer) USD ORD SHS (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 18, 2022 |
NOMD / Nomad Foods Ltd / Allspring Global Investments Holdings, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) NOMAD FOODS LTD (Name of Issuer) USD ORD SHS (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| November 4, 2021 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and nine months ended September 30, 2021 Nomad Foods Limited?Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the ?Company? or ?Nomad?) portfolio of iconic brands, which includes Birds Eye, Find |
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| November 4, 2021 |
Exhibit 99.1 Nomad Foods Reports Third Quarter 2021 Financial Results Adjusted EPS Increased 17% to a New Record of ?0.35 Reiterates Full Year Adjusted EPS Guidance of ?1.50 - ?1.55 FELTHAM, England - November 4, 2021 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and nine month period ended September 30, 2021. Key operating highlights and financial performance |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| September 30, 2021 |
Exhibit 99.1 Nomad Foods Completes Acquisition of Fortenova Group?s Frozen Food Business and Updates Guidance Acquired business is on pace to achieve MSD% revenue growth in 2021 Reiterates 2021 Adjusted EPS guidance, which now assumes base business profitability at the high end FELTHAM, England, September 30, 2021 - Nomad Foods Limited (NYSE: NOMD) announced today that it has completed its previou |
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| September 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44 |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 2 |
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| August 5, 2021 |
Exhibit 99.1 Nomad Foods Reports Second Quarter 2021 Financial Results Adjusted EPS of ?0.40 Represents 18% Growth versus 2020 and a 22% CAGR versus 2019 Company Reiterates Full Year Guidance Announces a New Share Repurchase Authorization of up to $500 million FELTHAM, England - August 5, 2021 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and six month period e |
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| August 5, 2021 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and six months ended June 30, 2021 Nomad Foods Limited?Interim management report General information Nomad Foods Limited (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 in the future, pote |
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| July 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| July 12, 2021 |
NOMAD FOODS ANNOUNCES CLOSING OF SENIOR SECURED TACK-ON NOTES OFFERING Exhibit 99.2 NOMAD FOODS ANNOUNCES CLOSING OF SENIOR SECURED TACK-ON NOTES OFFERING Feltham, England ? July 9, 2021. Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announces that Nomad Foods BondCo Plc (the ?Issuer?), an indirect, wholly-owned subsidiary of the Company, has completed its private offering of ?50.0 million aggregate principal amount of additional 2.50% senior secured not |
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| July 12, 2021 |
Exhibit 99.1 SUPPLEMENTAL INDENTURE THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES (THE ?STAMP DUTY SENSITIVE DOCUMENTS?) INTO AUSTRIA MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. THE SAME, INTER ALIA, APPLIES TO (I) THE SENDING OF STAMP DUTY SENSITIVE DOCUMENTS TO AN AUS |
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| July 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| July 6, 2021 |
NOMAD FOODS ANNOUNCES PRICING OF SENIOR SECURED TACK-ON NOTES OFFERING Exhibit 99.2 NOMAD FOODS ANNOUNCES PRICING OF SENIOR SECURED TACK-ON NOTES OFFERING Feltham, England?July 6, 2021. Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announces that Nomad Foods BondCo Plc (the ?Issuer?), an indirect, wholly-owned subsidiary of the Company, has priced its private offering of ?50.0 million aggregate principal amount of additional 2.50% senior secured notes du |
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| July 6, 2021 |
Nomad Foods Announces Launch of Senior Secured Notes Tack-On Offering Exhibit 99.1 Nomad Foods Announces Launch of Senior Secured Notes Tack-On Offering Feltham, England ? July 6, 2021. Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announced that Nomad Foods BondCo Plc (the ?Issuer?), an indirect, wholly-owned subsidiary of the Company, intends to offer ?50.0 million aggregate principal amount of additional 2.50% senior secured notes due 2028 (the ?Addi |
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| July 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| June 24, 2021 |
Exhibit 99.2 US-DOCS\124536567.8 NOMAD FOODS BONDCO PLC, as Issuer ?750,000,000 2.50% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of June 24, 2021 NOMAD FOODS LIMITED as Parent Guarantor IGLO AUSTRIA HOLDING GMBH; IGLO AUSTRIA GMBH; IGLO BELGIUM SA/NV; NOMAD FOODS EUROPE HOLDINGS LIMITED; NOMAD FOODS EUROPE HOLDCO LIMITED; NOMAD FOODS EUROPE FINCO LIMITED; NOMAD FOODS EUROPE MIDCO LIMITED; NO |
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| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| June 24, 2021 |
Nomad Foods Announces Closing of Refinancing Transaction Exhibit 99.3 Nomad Foods Announces Closing of Refinancing Transaction FELTHAM, England ? June 24, 2021 -Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announces that Nomad Foods BondCo Plc (the ?Issuer?), an indirect, wholly-owned subsidiary of the Company, has completed a private offering of ?750.0 million aggregate principal amount of 2.50% senior secured notes due 2028 (the ?Notes?) |
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| June 24, 2021 |
Exhibit 99.1 The taking of (a) any of the Finance Documents (including this document) or (b) any certified copy thereof or (c) any document which constitutes substitute documentation thereof including written confirmations or references (the "Stamp Duty Sensitive Documents") into Austria may cause the imposition of Austrian stamp duty. The same, inter alia, applies to (i) the sending of Stamp Duty |
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| June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| June 16, 2021 |
Exhibit 99.1 NOMAD FOODS ANNOUNCES PRICING OF SENIOR SECURED NOTES OFFERING AND COMMITMENTS RECEIVED TO REFINANCE ITS EXISTING SENIOR SECURED TERM LOAN FACILITY Feltham, England?June 16, 2021. Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announces that Nomad Foods BondCo Plc (the ?Issuer?), an indirect, wholly-owned subsidiary of the Company, has priced its private offering of ?750.0 |
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| June 14, 2021 |
Nomad Foods Announces Launch of Senior Secured Notes Offering Exhibit 99.1 Nomad Foods Announces Launch of Senior Secured Notes Offering Feltham, England - June 14,2021?Nomad Foods Limited (?Nomad Foods? or the ?Company?) today announced that Nomad Foods BondCo Plc (the ?Issuer?), an indirect, wholly-owned subsidiary of the Company, intends to offer ?750.0 million aggregate principal amount of senior secured notes due 2028 (the ?Notes?), subject to market an |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| June 7, 2021 |
Nomad Foods Announces Intention to Refinance its Existing Senior Secured Term Loan Facility Exhibit 99.1 Nomad Foods Announces Intention to Refinance its Existing Senior Secured Term Loan Facility FELTHAM, England ? June 7, 2021 - Nomad Foods Limited (NYSE: NOMD) today announced that it intends to refinance its existing ?553 million senior secured term loan facility through a new 7-year term facility under its existing senior facility agreement. Additionally, it intends to upsize its exi |
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| May 24, 2021 |
NOMD / Nomad Foods Ltd / Gottesman Noam - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Nomad Foods Limited (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G6564A105 (CUSIP Number) TOMS Acquisition I LLC 450 W. 14th Street, 13th Floor New York, NY 10014 Attn: Noam Gottesman (212) 524 -7300 (Name, Address and |
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| May 12, 2021 |
Table of Contents Exhibit 99.1 No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA NOTICE OF ANNUAL MEETING OF SHAREHOLDERS May 12, 2021 Dear Shareholder: It is my pleasure to invite you to attend Nomad Foods Limited?s 2021 Annual Meeting of Shareholders (the ?Annual Meeting?). The meeting will be held on June 30, 2021, at 10:00 a.m. London time, at the London Headquarters of |
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| May 12, 2021 |
Exhibit 99.2 Online Go to www.investorvote.com/NOMD or scan the QR code ? login details are located in the shaded bar below. Votes submitted electronically must be received by 11:59 p.m., London Time, on June 29, 2021. Shareholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the Nomad Foods Limited Annual Meeting of Shareholders to be Held on June 30, 2021 Unde |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| May 6, 2021 |
Exhibit 99.1 Nomad Foods Reports First Quarter 2021 Financial Results First Quarter Results Represent Record Quarterly Revenues, Adjusted EBITDA and Adjusted EPS Management Reiterates Full Year Guidance Following a Strong Start to the Year FELTHAM, England - May 6, 2021 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month period ended March 31, 2021. Key operati |
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| May 6, 2021 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three months ended March 31, 2021 Nomad Foods Limited?Interim management report General information Nomad Foods Limited (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 in the future, potentially |
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| May 6, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
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| March 29, 2021 |
Exhibit 99.1 Nomad Foods to Acquire Fortenova?s Frozen Food Business Group Further reinforces Nomad?s European frozen food leadership with multiple levers for value creation & synergies Market leading brands Ledo and Frikom provide entry into attractive Central & Eastern European markets Expect 2021 combined Adjusted EPS above $2.00 per share on an annualized basis Expected to be high-single digit |
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| March 29, 2021 |
Current Report of Foreign Issuer - 6-K FORTENOVA FFBG ACQUISITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 20 |
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| February 25, 2021 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stéfan Descheemaeker, Chief Executive Officer of t |
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| February 25, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 25, 2021 |
Exhibit 99.1 Nomad Foods Reports Fourth Quarter and Full Year 2020 Financial Results Company reports fourth quarter and full year organic revenue growth of 9.5% and 8.7%, respectively Full year Adjusted EPS of €1.35 represents 10% growth, ahead of guidance Anticipates a fifth consecutive year of organic revenue, Adjusted EBITDA and Adjusted EPS growth in 2021 FELTHAM, England - February 25, 2021 - |
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| February 25, 2021 |
Exhibit 12.1 CERTIFICATION I, Stéfan Descheemaeker, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| February 25, 2021 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this annual report on Form 20-F of Nomad Foods Limited (the “Company”) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Samy Zekhout, Chief Financial Officer of the Compa |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) o Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2020 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange |
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| February 25, 2021 |
Exhibit 12.2 CERTIFICATION I, Samy Zekhout, certify that: 1. I have reviewed this annual report on Form 20-F of Nomad Foods Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| February 25, 2021 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-217044 and 333-225402) and Form S-8 (No. 333-211095) of Nomad Foods Limited of our report dated February 25, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which |
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| February 25, 2021 |
NOMAD FOODS LIMITED DESCRIPTION OF SECURITIES NOMAD FOODS LIMITED DESCRIPTION OF SECURITIES As of December 31, 2020, Nomad Foods Limited had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended ? its ordinary shares of no par value (the ?Ordinary Shares?). |
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| February 17, 2021 |
Nomad Foods Provides Preliminary Full Year 2020 Expectations and Initiates 2021 Guidance Fourth quarter organic revenues, Adjusted EBITDA and Adjusted EPS are expected to exceed prior guidance Initiate 2021 Adjusted EPS guidance of ?1. |
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| February 17, 2021 |
Current Report of Foreign Issuer - 6-K INVESTOR PRESENTATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant?s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| February 17, 2021 |
CAGNY 2021 February 17th Disclaimer This Presentation has been prepared and issued by Nomad Foods Limited (the ?Company?). |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NOMAD FOODS LTD (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) NOMAD FOODS LTD (Name of Issuer) USD ORD SHS (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nomad Foods Limited (Name of Issuer) Common Stock (Title of Class of Securities) G6564A105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 6, 2021 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Nomad Foods Limited (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G6564A105 (CUSIP Number) TOMS Acquisition I LLC 450 W. 14th Street, 13th Floor New York, NY 10014 Attn: Noam Gottesman (212) 524 -7300 (Name, Add |
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| January 6, 2021 |
AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT EX-99.D EXHIBIT D AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT, dated as of January 6, 2021 with effect as of December 31, 2020 (this “Agreement”), among Noam Gottesman, an individual resident of the State of New York (“Gottesman”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, |
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| January 6, 2021 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Nomad Foods Limited (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G6564A105 (CUSIP Number) Mariposa Acquisition II, LLC 500 South Pointe Drive, Suite 240 Miami Beach, Florida 33139 Attn: Martin E. Franklin (786) |
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| January 6, 2021 |
AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT EX-99.D EXHIBIT D AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT AMENDED AND RESTATED IRREVOCABLE PROXY AGREEMENT, dated as of January 6, 2021 (as the same may be amended, this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “S |
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| January 6, 2021 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.C EXHIBIT C SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set |
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| January 4, 2021 |
Current Report of Foreign Issuer - 6-K FOUNDER PREFERRED DIVIDEND 2020/21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2021 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| December 8, 2020 |
Exhibit 99.1 Nomad Foods Raises 2020 Guidance and Announces Significant Share Repurchase Activity Fourth quarter 2020 organic revenue growth is now expected to increase in the high-single digit range Full year 2020 Adjusted EBITDA and Adjusted EPS are expected to be approximately €465 million and €1.34 per share, respectively The Company has returned over $655 million of capital year-to-date repre |
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| December 8, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| December 7, 2020 |
NOMD / Nomad Foods Ltd. / Gottesman Noam - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nomad Foods Limited (Name of Issuer) Ordinary Shares, No Par Value (Title of Class of Securities) G6564A105 (CUSIP Number) TOMS Acquisition I LLC 450 W. 14th Street, 13th Floor New York, NY 10014 Attn: Noam Gottesman (212) 524 -7300 (Name, Add |
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| November 10, 2020 |
Exhibit 99.1 Nomad Foods to Acquire Findus Switzerland Acquisition unifies the Findus brand and expands Nomad Foods’ reach into an attractive frozen food market Findus is Switzerland’s leading frozen food brand with a portfolio highly complementary to Nomad Foods Expected to be immediately accretive to Adjusted EPS with multiple levers for value creation FELTHAM, England, November 9, 2020 - Nomad |
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| November 10, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| November 10, 2020 |
nomadfoodsinvestorpresen This Presentation has been prepared and issued by Nomad Foods Limited (the protect its brand names and trademarks, (xix) uncertainty about the terms of any trade “Company”). |
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| November 5, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) |
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| November 5, 2020 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and nine months ended September 30, 2020 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen food company. Nomad Foods Limited (the “Company” or “Nomad”) produces, markets and distributes brands in 17 countries and |
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| November 5, 2020 |
Exhibit 99.1 Nomad Foods Reports Third Quarter 2020 Financial Results Company reiterates 2020 Adjusted EBITDA guidance; raises 2020 Adjusted EPS guidance to reflect tender offer accretion FELTHAM, England - November 5, 2020 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and nine month periods ended September 30, 2020. Key operating highlights and financial perfo |
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| September 14, 2020 |
Nomad Foods Announces Final Results of Tender Offer EX (a)(5)(D) Exhibit (a)(5)(D) Nomad Foods Announces Final Results of Tender Offer FELTHAM, England—September 14, 2020—Nomad Foods Limited (NYSE: NOMD), announced today the final results of its “modified Dutch auction” tender offer for up to $500 million of its ordinary shares which expired at 5:00 pm, New York City time, on September 9, 2020. |
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| September 14, 2020 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) NOMAD FOODS LIMITED (Name of Subject Company (Issuer) and Filing Person (Offeror)) Ordinary Shares, no par value (Title of Class of Securities) G6564A105 (CUSIP Number of Class of Securities) |
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| September 10, 2020 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) NOMAD FOODS LIMITED (Name of Subject Company (Issuer) and Filing Person (Offeror)) Ordinary Shares, no par value (Title of Class of Securities) G6564A105 (CUSIP Number of Class of Securities) |
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| September 10, 2020 |
Nomad Foods Announces Preliminary Results of Tender Offer EX-99.(a)(5)(C) Exhibit (a)(5)(C) Nomad Foods Announces Preliminary Results of Tender Offer FELTHAM, England—September 10, 2020—Nomad Foods Limited (NYSE: NOMD), announced today the preliminary results of its “modified Dutch auction” tender offer for up to $500 million of its ordinary shares which expired at 5:00 pm, New York City time, on September 9, 2020. Based on the preliminary count by the d |
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| September 3, 2020 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) NOMAD FOODS LIMITED (Name of Subject Company (Issuer) and Filing Person (Offeror)) Ordinary Shares, no par value (Title of Class of Securities) G6564A105 (CUSIP Number of Class of Securities) |
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| August 11, 2020 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) NOMAD FOODS LIMITED Offer to Purchase for Cash Up to $500,000,000 of its Ordinary Shares 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, |
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| August 11, 2020 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) Nomad Foods Commences Previously Announced Tender Offer to Purchase up to $500 Million of its Ordinary Shares FELTHAM, England—August 11, 2020—Nomad Foods Limited (NYSE: NOMD), today announced that it has commenced the previously announced “modified Dutch auction” tender offer to purchase with cash up to $500 million of its ordinary shares, at a price per share of |
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| August 11, 2020 |
DIRECTOR INDEMNIFICATION AGREEMENT EX-99.(d)(E) Exhibit (d)(E) DIRECTOR INDEMNIFICATION AGREEMENT This DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into as of this day of [ ], 20[ ] , by and among Nomad Foods Limited, a company organized and existing under the laws of the British Virgin Islands (the “Company”), and (“Indemnitee”). WHEREAS, it is essential to the Company that it be able to retain and att |
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| August 11, 2020 |
SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NOMAD FOODS LIMITED (Name of Subject Company (Issuer) and Filing Person (Offeror)) Ordinary Shares, no par value (Title of Class of Securities) G6564A105 (CUSIP Number of Class of Securities) Samy Zekhout Chief |
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| August 11, 2020 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Ordinary Shares of NOMAD FOODS LIMITED 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. As |
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| August 11, 2020 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL TO TENDER ORDINARY SHARES OF NOMAD FOODS LIMITED IN CONNECTION WITH ITS OFFER TO PURCHASE FOR CASH ITS ORDINARY SHARES FOR AN AGGREGATE PURCHASE PRICE OF NO MORE THAN $500 MILLION AT A PURCHASE PRICE OF 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., |
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| August 11, 2020 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) NOMAD FOODS LIMITED Offer to Purchase for Cash Up to $500,000,000 of its Ordinary Shares 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, |
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| August 11, 2020 |
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 |
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| August 6, 2020 |
EX-99.1 Exhibit 99.1 Nomad Foods Announces Intent to Commence a Tender Offer to Purchase up to $500 Million of its Ordinary Shares FELTHAM, England - August 6, 2020 - Nomad Foods Limited (NYSE: NOMD), today announced its intention to commence a “modified Dutch auction” tender offer to purchase with cash up to $500 million of its ordinary shares, at a range expected to be between $23.00 and $25.50 |
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| August 6, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 2 |
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| August 6, 2020 |
Exhibit 99.3 Nomad Foods Announces Intent to Commence a Tender Offer to Purchase up to $500 Million of its Ordinary Shares FELTHAM, England - August 6, 2020 - Nomad Foods Limited (NYSE: NOMD), today announced its intention to commence a “modified Dutch auction” tender offer to purchase with cash up to $500 million of its ordinary shares, at a range expected to be between $23.00 and $25.50 per shar |
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| August 6, 2020 |
Exhibit 99.1 Nomad Foods Reports Second Quarter 2020 Financial Results Company raises 2020 Adjusted EBITDA guidance, which is now expected to be in excess of €460 million 2020 Adjusted EBITDA guidance now includes approximately €10 million of incremental strategic investments FELTHAM, England - August 6, 2020 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three and si |
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| August 6, 2020 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NOMAD FOODS LIMITED (Name of Subject Company (Issuer) and Filing Person (Offeror)) Ordinary Shares, no par value (Title of Class of Securities) G6564A105 (CUSIP Number of Class of Securities) Samy Zekhout Chief |
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| August 6, 2020 |
Exhibit 99.2 Nomad Foods Limited Condensed Consolidated Interim Financial Statements (unaudited) For the three and six months ended June 30, 2020 Nomad Foods Limited—Interim management report General information Nomad Foods Limited (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 in the future acros |
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| June 19, 2020 |
Current Report of Foreign Issuer - 6-K 2020 AGM VOTING RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2020 Commission File Number: 001-37669 Nomad Foods Limited (Translation of registrant’s name in English) No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA + (44) 208 |
