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.

Full Exercise of Underwriters’ Option to Purchase Additional Shares

Closing of Underwritten Public Offering of Ordinary Shares

On March 21, 2019, Nomad Foods Limited (the “Company”) issued a press release announcing the full exercise of the underwriters’ option to purchase 2,608,695 additional ordinary shares, no par value of the Company (the “Additional Shares”) in the Company’s previously announced underwritten public offering. A copy of the press release is attached hereto as Exhibit 99.1.

On March 22, 2019, the Company issued a press release announcing the closing of its underwritten public offering of 20,000,000 ordinary shares, which includes the Additional Shares. The ordinary shares were issued at a purchase price of $20.00 per share, for aggregate gross proceeds to the Company of approximately $400.0 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company. A copy of the press release is attached hereto as Exhibit 99.2.

This report on Form 6-K is incorporated by reference into the registration statements on (i) Form S-8 filed with the Commission on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044), and (iii) Form F-3ASR filed with the Commission on June 4, 2018, which was automatically effective upon filing with the Commission (File No. 333-225402). Exhibits 99.1 and 99.2 are not incorporated by reference into the foregoing registration statements.

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 22, 2019

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Press release issued by Nomad Foods Limited on March 21, 2019, relating to the full exercise of the underwriters’ option to purchase additional ordinary shares.
99.2	Press release issued by Nomad Foods Limited on March 22, 2019, relating to the closing of the offering of ordinary shares.

EX-99.1

Exhibit 99.1

Nomad Foods Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

FELTHAM, England – March 21, 2019 – Nomad Foods Limited (NYSE: NOMD) today announced that the underwriters of its previously announced public offering have exercised in full their option to purchase an additional 2,608,695 ordinary shares at the public offering price of $20.00 per share, less underwriting discounts. Including this option exercise, total gross proceeds to Nomad Foods from the offering of an aggregate of 20,000,000 ordinary shares will be approximately $400.0 million, before deducting underwriting discounts and commissions and offering expenses payable by Nomad Foods. The offering is expected to close on or about March 22, 2019, subject to customary closing conditions.

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

Goldman Sachs & Co. LLC, Barclays, Citigroup, Credit Suisse and UBS Investment Bank are acting as bookrunners, and SunTrust Robinson Humphrey, BTIG, LLC and CJS Securities are acting as co-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 final prospectus supplement relating to the offering was filed with the SEC on March 20, 2019 and is available on the SEC’s web site at www.sec.gov. Copies of the final 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 Global Markets Inc., 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’ public offering of its ordinary shares and the anticipated closing date and 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 satisfy the conditions required to close 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

Exhibit 99.2

Nomad Foods Announces Closing of Public Offering of Ordinary Shares

FELTHAM, England – March 22, 2019 – Nomad Foods Limited (NYSE: NOMD) today announced the closing of its previously announced underwritten public offering of 20,000,000 ordinary shares, including 2,608,695 shares issued pursuant to the exercise, in full, of the option to purchase additional shares granted to the underwriters in connection with the offering. The ordinary shares were issued at a purchase price of $20.00 per share, for aggregate gross proceeds to Nomad Foods of approximately $400.0 million, before deducting underwriting discounts and commissions and offering expenses payable by Nomad Foods.

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

Goldman Sachs & Co. LLC, Barclays, Citigroup, Credit Suisse and UBS Investment Bank acted as bookrunners, and SunTrust Robinson Humphrey, BTIG, LLC and CJS Securities acted as co-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 final prospectus supplement relating to the offering was filed with the SEC on March 20, 2019 and is available on the SEC’s web site at www.sec.gov. Copies of the final prospectus supplement and the accompanying base prospectus relating to the offering of ordinary shares 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 Global Markets Inc., 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. Additional information may be found at www.nomadfoods.com.

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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’ 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. 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

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