Premium Brands Inc.
TSX : FFF

Premium Brands Income Fund

Premium Brands Income Fund

June 23, 2005 19:12 ET

Premium Brands Inc. and Premium Brands Income Fund Announce Filing of Preliminary Prospectus

RICHMOND, BRITISH COLUMBIA--(CCNMatthews - June 23, 2005) - NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION TO U.S. WIRE SERVICES

Premium Brands Inc. ("Premium Brands") (TSX:FFF) and Premium Brands Income Fund (the "Fund") announced today that the Fund has filed a preliminary prospectus with securities regulators in each of the Provinces of Canada relating to an initial public offering and secondary offering of trust units. The Fund has been created to indirectly acquire the business of Premium Brands pursuant to a plan of arrangement (the "Conversion"). The Fund intends to use the proceeds of the initial public offering to reduce a portion of the outstanding principal amount under credit facilities currently held by Premium Brands in connection with the Conversion. The Fund will not receive any proceeds of the secondary offering.

The underwriting syndicate for the offering is co-led by Scotia Capital Inc. and CIBC World Markets Inc., and also includes RBC Dominion Securities Inc., Raymond James Ltd. and TD Securities Inc.

Premium Brands also announced that it has filed and mailed to shareholders a management proxy circular and notice of meeting in connection with the Conversion. The annual and special meeting of Premium Brands at which the Conversion will be voted upon is scheduled for July 14, 2005.

Premium Brands is a leading manufacturer and marketer of a broad range of branded specialty food products. In addition, Premium Brands operates proprietary food distribution networks through which it distributes both its own products and those of third parties.

A preliminary prospectus relating to the trust units of the Fund has been filed with securities regulatory authorities in each of the Provinces of Canada but has not yet become final for purposes of the sale of securities. This news release does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any Province of Canada before a receipt for the final prospectus is obtained from the securities commission or similar authority in such Province. A copy of the preliminary prospectus may be obtained from www.sedar.com.

These securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or application exemption from the registration requirements of that Act. This news release does not constitute an offer for sale of these securities in the United States.

Forward-Looking Information

Statements made in this press release, and elsewhere, that look forward in time or include anything other than historical information, involve risks and uncertainties that may affect the actual outcome. For details on these risks and uncertainties please refer to Premium Brands' most recent Annual Information Form filed with securities regulatory authorities, a copy of which is available via SEDAR at www.sedar.com.


Contact Information

  • Premium Brands Inc.
    George Paleologou
    President
    (604) 656-3100
    or
    Premium Brands Inc.
    Will Kalutycz
    CFO
    (604) 656-3100