UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of March 2020
Commission File Number: 001-37669
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Nomad Foods Limited
(Translation of registrant’s name in English)
 
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No. 1 New Square
Bedfont Lakes Business Park
Feltham, Middlesex TW14 8HA
+ (44) 208 918 3200
(Address of Principal Executive Offices)
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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  x           Form 40-F  o
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):  o
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):  o
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.
 





On March 13, 2020, Nomad Foods Limited (the “Company”) announced that the Company's Board of Directors authorized a share repurchase program to purchase up to an aggregate of $300 million of the Company’s ordinary shares.  Acquisitions pursuant to the stock repurchase program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at the company's discretion, as permitted by securities laws and other legal requirements. In connection with the share repurchase program, the Company may enter into Rule 10b5-1 trading plans which would generally permit the company to repurchase shares at times when it might otherwise be prevented from doing so under certain securities laws. The press release announcing the share repurchase program is furnished as Exhibit 99.1 to this Report on Form 6-K.

The information contained in this Report on Form 6-K is 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/ Stéfan Descheemaeker
 
Name:
 
Stéfan Descheemaeker
 
Title:
 
Chief Executive Officer
Dated: March 16, 2020






Exhibit Index

Exhibit
Number
  
Exhibit Title
 
 
  
Press Release issued by Nomad Foods Limited on March 13, 2020 announcing the Company’s share repurchase program.


 
 




Exhibit
Exhibit 99.1


Nomad Foods Announces $300 Million Share Repurchase Program

FELTHAM, England – March 13, 2020 - Nomad Foods Limited (NYSE: NOMD) today announced that its Board of Directors has approved a new share repurchase authorization of up to $300 million which, based on yesterday’s closing price of $15.58, represents approximately 9% of the company’s market capitalization. Acquisitions pursuant to the stock repurchase program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at the company's discretion, as permitted by securities laws and other legal requirements.

Noam Gottesman, Nomad Foods’ Co-Chairman and Founder, commented, “Recent market dislocations have presented a unique opportunity for us to deploy available capital to generate compelling and accretive returns for our shareholders. This authorization reflects the Board’s confidence in the health, growth prospects and free cash flow profile of our business. Importantly, today’s announcement does not preclude us from pursuing our M&A agenda. We remain actively engaged on several potential transactions and believe we have the financial capacity to both repurchase shares and acquire attractive food businesses while maintaining a prudent leverage profile.”

In connection with the share repurchase program, the company may enter into Rule 10b5-1 trading plans. A Rule 10b5-1 trading plan would generally permit the company to repurchase shares at times when it might otherwise be prevented from doing so under certain securities laws. There can be no assurance as to the amount, timing or prices of repurchases, if any. The specific timing and amount of repurchases will vary based on market conditions and other factors. The share repurchase program may be modified, extended or
terminated by the Board of Directors at any time.

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. Additional information may be found at www.nomadfoods.com

Forward Looking Statements
Certain statements in this announcement are forward-looking statements which are based on the company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including the company’s expectations regarding its share repurchase program and M&A agenda, in each case, including its financial capacity to engage in both while maintaining a prudent leverage profile. 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) the trading price of the company’s ordinary shares, which may be positively or negatively impacted by the repurchase program, market and economic conditions, the availability of shares, the company’s financial performance or determinations following the date of this announcement in order to use the company’s funds for other purposes; (ii) availability of sufficient financial capacity for the company to successfully make acquisitions and also engage in share repurchases; (iii) availability of debt and equity financing under favorable terms, if needed; (iv) uncertainty about the terms of the trade agreement between the United Kingdom and the European Union associated with 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) economic conditions that may affect the company’s future performance; and (vi) 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. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the company does not undertake any obligation to update or revise publicly any forward looking statements, whether as a result of new information, future events or otherwise.







Exhibit 99.1

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
Gladstone Place Partners
+1-212-230-5930

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
Gladstone Place Partners
+1-212-230-5930