6-K 1 nomd-2020630x6k.htm 6-K Document



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
 _______________________________________________
For the month of August 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.



Financial Results and Proposed Tender Offer
On August 6, 2020, Nomad Foods Limited (the “Company”) issued a press release announcing its financial results for the three and six month period ended June 30, 2020 (“2Q 2020”). The press release is furnished as Exhibit 99.1 to this Report on Form 6-K. The Company also issued Condensed Consolidated Interim Financial Statements for 2Q 2020. The Condensed Consolidated Interim Financial Statements for 2Q 2020 are filed as Exhibit 99.2 to this Report on Form 6-K.

On August 6, 2020, the Company also issued a press release announcing its intention to commence a “modified Dutch auction” tender offer, which is filed as Exhibit 99.3 to this Report on Form 6-K.

Exhibits 99.2 and 99.3 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) and (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: August 6, 2020


Exhibit Index

Exhibit
Number		  Exhibit Title
  Press Release issued by Nomad Foods Limited on August 6, 2020 relating to the Company’s financial results for the three and six month periods ended June 30, 2020.
  Condensed Consolidated Interim Financial Statements (unaudited) for the three and six months ended June 30, 2020.
Press Release issued by Nomad Foods Limited on August 6, 2020 announcing the Company’s intention to commence a tender offer.