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 2019

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) 208 918 3200

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Underwritten Public Offering of Ordinary Shares

On March 18, 2019, Nomad Foods Limited (the “Company”), issued a press release announcing its intention to conduct an underwritten public offering of 20,000,000 ordinary shares, no par value, of the Company (the “Ordinary Shares”). In connection with this offering, the Company also expects to grant to the underwriters a 30-day option to purchase up to an additional 3,000,000 Ordinary Shares. Goldman Sachs & Co. LLC is acting as representative and Barclays, Citigroup, Credit Suisse and UBS Investment Bank are acting as book-running managers for the offering. A copy of the press release is attached hereto as Exhibit 99.1.

Investor Presentation

The Company has prepared an investor presentation for use at various conferences and meetings with investors. A copy of the presentation is attached hereto as Exhibit 99.2.

The information contained in this Report on Form 6-K and Exhibit 99.2 are incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044) and (iii) Form F-3 filed with the Commission on June 4, 2018, which was automatically effective upon filing with the Commission (File No. 333-225402).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


NOMAD FOODS LIMITED

By:		/s/ Samy Zekhout
Name:		Samy Zekhout
Title:		Chief Financial Officer

Dated: March 19, 2019

Exhibit Index


Exhibit Number		Exhibit Title

99.1		Press release issued by Nomad Foods Limited on March 18, 2019, relating to the launch of the offering of Ordinary Shares.

99.2		Nomad Foods Limited Investor Presentation.

EX-99.1

Exhibit 99.1

LOGO

Nomad Foods Announces Public Offering of Ordinary Shares

FELTHAM, England – March 18, 2019 - Nomad Foods Limited (NYSE: NOMD) today announced its intention to offer 20,000,000 of its ordinary shares through an underwritten public offering. In connection with the offering, Nomad Foods expects to grant to the underwriters a 30-day option to purchase up to 3,000,000 additional ordinary shares. All of the ordinary shares to be sold in the offering are to be sold by Nomad Foods.

Nomad Foods intends to use the net proceeds from the offering for general corporate purposes.

Goldman Sachs & Co. LLC is acting as representative and Barclays, Citigroup, Credit Suisse and UBS Investment Bank are acting as book-running managers for the offering.

A shelf registration statement on Form F-3ASR relating to the ordinary shares offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2018 and was automatically effective upon filing. The offering of the ordinary shares is being made only by means of a preliminary prospectus supplement and accompanying base prospectus, copies of which may be obtained on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the ordinary shares being offered may also be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com, (888) 603-5847; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (tel: 800-831-9146); Credit Suisse Securities (USA) LLC, by mail: Attn: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010, by phone: 1-800-221-1037, by e-mail: usa.prospectus@credit-suisse.com; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: 888-827-7275 or email: olprospectusrequest@ubs.com.

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

About Nomad Foods

Nomad Foods (NYSE: NOMD) is a leading frozen foods company building a global portfolio of best-in-class food companies and brands within the frozen category and across the broader food sector. The company’s portfolio of iconic brands, which includes Birds Eye, Findus, Iglo, Aunt Bessie’s and Goodfella’s, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom.

Certain statements in this announcement are forward-looking statements which are based on Nomad Foods’ expectations and intentions and other matters that are not historical facts, including, but not limited to, statements regarding Nomad Foods’ proposed public offering of its ordinary shares, its grant to the underwriters of an option to purchase additional shares, and the use of proceeds of this offering. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, market and other general economic conditions and Nomad Foods’ and the underwriters’ ability to consummate the offering. These forward-looking statements are made as of the date of this press release and Nomad Foods assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ from those projected in such forward-looking statements. Investors should refer to the risk factors set forth in the 2018 Annual Report on Form 20-F filed by Nomad Foods with the SEC on February 28, 2019.

Nomad Foods Contacts

Investor Relations Contacts

Taposh Bari, CFA

Nomad Foods Limited

+1-718-290-7950

John Mills

ICR, Partner

+1-646-277-1254

Media Contact

Felipe Ucros / Josh Clarkson

Gladstone Place Partners

+1-212-230-5930

EX-99.2

Equity Offering Presentation March 2019 Exhibit 99.2

Disclaimer This presentation shall not constitute an offer to sell or a solicitation of an offer to purchase securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which or to any person to whom such an offer, solicitation or sale would be unlawful. The information contained in this presentation is subject in all cases to the complete disclosure set forth in the preliminary prospectus supplement (the “Preliminary Prospectus Supplement”), and in the event of a conflict between information in the following presentation and the Preliminary Prospectus Supplement, the information in the Preliminary Prospectus Supplement shall control. By presenting this information, none of Nomad Foods Limited (the “Company”) or any of its subsidiaries is providing investment, legal, tax, financial, accounting or other advice to you or any other party. The Company is not acting as an advisor or fiduciary in any respect in connection with providing this information, and no information or material herein is to be construed as either projections or predictions. Certain statements and matters discussed in this Presentation may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "aim", "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "strategy", "will" and words of similar meaning, including all matters that are not historical facts. This Presentation includes forward-looking statements about the Company’s expectations regarding opportunities to further develop commercial capabilities and to further optimize space and place, the Company’s ability to strengthen its net revenue management capabilities, the Company’s beliefs regarding macro trends in the industry, the Company’s expectations regarding future growth and its anticipated marketing and business strategies and the Company’s expectations regarding future operating and financial performance, including its guidance with respect to organic revenue growth, Adjusted EBITDA and Adjusted EPS. The forward-looking statements in this Presentation speak only as of the date hereof and are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including (i) economic conditions, competition and other risks that may affect the Company’s future performance, including increases in operating costs and the Company’s ability to manage its cost structure; (ii) the ability to recognize the anticipated benefits to the Company of strategic initiatives, (iii) the Company’s ability to successfully implement its growth model, strategic framework and marketing campaigns for its recent strategic acquisitions, (iv) uncertainty about the terms and timing of Brexit, as well as the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect the Company’s business, (v) loss of the Company’s financial arrangements with respect to receivables factoring, (vi) the loss of any of the Company’s major customers or a decrease in demand for its products, (vii) the Company’s ability to effectively compete in its markets, (viii) changes in consumer preferences and the Company’s failure to anticipate and respond to such changes or to successfully develop and renovate products, (ix) the Company’s ability to successfully interpret and respond to key industry trends and to realize the expected benefits of its responsive actions (x) changes in applicable laws or regulations; and (xi) the other risks and uncertainties disclosed in the Company’s public filings and any other public disclosures by the Company. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Other than in accordance with its legal or regulatory obligations, the Company is not under any obligation and the Company and its affiliates expressly disclaim any intention, obligation or undertaking to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. This Presentation shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Company since the date of this Presentation or that the information contained herein is correct as at any time subsequent to its date. Market and competitive position data in this Presentation has generally been obtained from industry publications and surveys or studies conducted by third-party sources. There are limitations with respect to the availability, accuracy, completeness and comparability of such data. The Company has not independently verified such data, can provide no assurance of its accuracy or completeness and is not under any obligation to update, complete, revise or keep current the information contained in this Presentation. Certain statements in this document regarding the market and competitive position data are based on the internal analyses of the Company, which involves certain assumptions and estimates. These internal analyses have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. This Presentation includes certain additional key performance indicators which are considered non-IFRS financial measures including, but not limited to, organic revenue growth, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share and Adjusted Free Cash Flow. Nomad Foods believe these non-IFRS financial measures provide an important alternative measure with which to monitor and evaluate the Company’s ongoing financial results, as well as to reflect its acquisitions. Nomad Foods’ calculation of these financial measures may be different from the calculations used by other companies and comparability may therefore be limited. You should not consider the Company’s non-IFRS financial measures an alternative or substitute for the Company’s reported results. A reconciliation of these non-IFRS financial measures to the most directly comparable IFRS measures are included in the Appendix hereto

Today’s Presenters Stefan Descheemaeker Chief Executive Officer

Offering Summary Issuer Nomad Foods Limited Exchange / Ticker NYSE / “NOMD” Offering Size 20 million shares (100% Primary) Greenshoe 15% / 3 million shares (100% Primary) Expected Pricing March 19, 2019 Bookrunners Goldman Sachs, Barclays, Citi, Credit Suisse, UBS Use of Proceeds General corporate purposes

A European Market Leader in Frozen Food Growing From the Core Creating Shareholder Value

Nomad Foods is a European Market Leader in Frozen Food In Western Europe’s €26B Savory Frozen Food Category €2.2B Revenue 4,800 Company Employees 90% Of Core Portfolio Ranked #1 or #2 in Market Share 13 Primary Countries Across Western Europe

A Leader in Western Europe Frozen Food 14% market share Total Retail Sales Value €26B Western Europe Savory Frozen Food Source: Euromonitor, 2018; branded only

Total Share Seafood Share Vegetables Share Strong Frozen Food Market Share at Local Category Level #1 or 2 in market share 90% of core portfolio Figures above represent market share rank based on Euromonitor, 2018; branded only Countries are ranked in order of 2018 revenues from left to right #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #1 #2 #1 #1 #1 #1 #1 #1 #1 #2 #1 #1 #2 #2 #2 UK Ireland Belgium Austria Finland France Norway Sweden Spain Germany Netherlands Portugal Italy #2

Seafood Portfolio Breadth Across Most Frozen Savory Categories Potatoes Vegetables 26% Ready Meals Western Europe Savory Frozen – Market Share by Category €4.4B Pizza 3% €4.3B 12% €3.8B 23% €3.0B 6% €1.6B 6% Red Meat Poultry €1.5B 21% Baked Goods €1.4B 1% Meat Substitutes 3% Fruit 2% Soup 34% €0.3B €0.5B €0.5B Categories Under €1B €4.6B Category size market share Source: Euromonitor, 2018; branded only

Iconic Brands Modernized for Today’s Consumer

A Diversified Portfolio across Countries, Categories & Brands Seafood Vegetables Ready Meals Other UK Other Germany Italy Other Figures above represent mix of 2018 net revenues

Frozen Food is a Growing Category 2013 2018 2023 €30B PROJECTED €26B €24B Source: Euromonitor Note: Data reflects Western Europe frozen savory category.

A European Market Leader in Frozen Food Growing From the Core Creating Shareholder Value

Track Record of Strong Financial Performance NET REVENUES REPORTED EPS €0.20 €0.97 2016 2018 ADJUSTED EPS €0.84 €1.19 2016 2018 2016 Current $1.8B $3.8B MARKET CAP +15% +116% €1.9B €2.2B Note: growth rates represent percentage change from full year 2016 to full year 2018. Current market cap is based on share price as of March 17, 2019. 2016 market cap is based on share price on 12/31/16.

Out Execute In-store Out Execute In-store Innovate To Break Drive & Leverage Our Scale Create Distinctive Through Category Leadership Through Penetration Barriers Brands Innovate To Break Out Execute In-store GROWTH MODEL A Proven Growth Model Eight Consecutive Quarters of Organic Revenue Growth

Secondary Secondary Categories Other 2018 Organic Revenue Growth = 2.6% Prioritizing the Core Organic Revenue Growth has Been Driven by the Core Total Growth Core Growth 6 * Core categories represent the highest gross margin / greatest market share categories and receive a disproportionate level of A&P investment. (2.1%) 1.4% 4.2% 2018 GROWTH Ask PPG - p.13 of markup Core* Category 70% of Revenue

Opportunity to Further Develop Commercial Capabilities 17 Media Efficiency Increase working media spend with high improved execution and higher ROI Net Revenue Management Promo optimization & pricing implemented PPA and trade terms in development Space & Place Optimize placement in traditional trade Gain market share in growing channels Sustainability & Nutrition Leverage portfolio’s structural qualities into consumer-facing communication Innovation Concentrated effort around ‘big bets’ Accretive to gross margins Stage of Development Key Initiatives Commercial Pillar Add 1, 2 ,3 ,4, 5 in bubbles – p.16 of markup 1 2 3 4 5

Driving Digital Media Engagement 18 Digital % of Total Media Spend p.17 of markup 1

2016 2017 2018 2019 2020 Trade Terms Price Pack Architecture Price Promotions Teams & Capabilities Strengthening Net Revenue Management Capabilities 19 Stage of Development Basic Intermediate Advanced p.18 of markup 2

Raising Our Profile in Nutrition & Sustainability 20 p.20 of markup 3

New products as a % of Net Sales Activated Our Innovation Pipeline in 2018 21 p.21 of markup 4

Attracting Millennials with Modern Veggies MODERN CONCEPTS CLEAN LABELS HIGH IN PROTEIN 22 p.23 of markup 4

Expanding on the Recent Plant Protein Launch in the Nordics 23 p.24 of markup 4

Distribution Opportunity to Further Optimize Space & Place 24 OPTIMIZE RETAIL EXECUTION GROW WITH HARD DISCOUNTERS FURTHER PENETRATE ONLINE 5

25 A European Market Leader in Frozen Food Growing From the Core Creating Shareholder Value

A Track Record of Strong Financial Performance 26 +3% +8% +116% €376M €328M €325M €2.2B €2.0B €1.9B €171M Revenue figures from 2016 – 2018 reflect total revenues, including acquisitions, which are reflected from the close date of acquisition. Note: percentage growth rates reflect average for organic revenue growth and CAGR for Adjusted EBITDA and Profit for the Period. Profit for the Period Adjusted EBITDA Organic Revenue Growth €36M €137M

2018 Financial Results Overview 27 Organic Revenue Growth Adjusted EBITDA Adjusted EPS Converted 99% of Adjusted EBITDA into Adjusted Operating Cash Flow Leverage of 3.8x Net Debt / Adjusted EBITDA as at December 2018 (this is expected to fall to below 3.0x1 following the equity offering) Strong Momentum Demonstrated in Q4 Results 1 Exact leverage dependent on the net proceeds raised. +2.6% +1.2% volume/mix +1.4% price +4.2% +1.7% volume/mix +2.5% price €376M +15% growth €1.19/share +19% growth €101M +23% growth €0.29/share +7% growth

Long Term Drivers of EBITDA Margin Expansion 28 NET REVENUE MANAGEMENT SUPPLY CHAIN PRODUCTIVITY EXPENSE DISCIPLINE

Strong Balance Sheet and Cash Flow Generation 29 Defined as Adjusted EBITDA less change in working capital, capital expenditures, cash taxes and cash interest & other Adjusted Free Cash Flow Leverage of 3.8x Net Debt / Adjusted EBITDA as at December 2018 (this is expected to fall to below 3.0x1 following the equity offering) On target to reduce leverage further in 2019 Average borrowing cost of ~3% Approximately 70% of debt is fixed 1 Exact leverage dependent on the net proceeds raised. €282M €194M €321M Net Cash Flows from Operating Activities

Nomad Foods Acquisition Strategy 30 Consolidate European frozen food and beyond Create value through focus & operational excellence Leverage growth model to drive commercial synergies Realize cost synergies through economies of scale Pursue accretive M&A to complement organic growth

Demonstrated Ability to Drive Value Through M&A 31 Proven ability to integrate acquisitions, leverage Nomad capabilities and execute business plan Purchase Price: €239m Market Leading Brands with Innovative Edge Categories with Strong Growth Opportunities Cash Flow Generation Scale and Skill Synergies Valuation Discipline Strong Management Purchase Price: €236m Could you please use company template as given below and format this page

Offering Summary 32 Issuer Nomad Foods Limited Exchange / Ticker NYSE / “NOMD” Offering Size 20 million shares (100% Primary) Greenshoe 15% / 3 million shares (100% Primary) Expected Pricing March 19, 2019 Bookrunners Goldman Sachs, Barclays, Citi, Credit Suisse, UBS Use of Proceeds General corporate purposes

Thank You

34 Appendix

35 Contents

1. Definitions of all key terms and P&L measures referred to in this presentation 36

45 (in €m) (As reported for the three months ended December 31, 2018) 10. Reconciliation of reported to Adjusted financial information for the three months ended December 31, 2018