CUSIP No. G6564A105
|
13G
|
Page 1 of 5 Pages
|
1
|
NAMES OF REPORTING PERSONS
Permira Europe III G.P. Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
13,743,094
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
13,743,094
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,743,094
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%†
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. G6564A105
|
13G
|
Page 2 of 5 Pages
|
1
|
NAMES OF REPORTING PERSONS
Permira Europe III G.P. L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
13,743,094
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
13,743,094
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,743,094
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%†
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G6564A105
|
13G
|
Page 3 of 5 Pages
|
1
|
NAMES OF REPORTING PERSONS
Birds Eye Iglo Limited Partnership Inc
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
13,743,094
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
13,743,094
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,743,094
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%†
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G6564A105
|
13G
|
Page 4 of 5 Pages
|
1
|
NAMES OF REPORTING PERSONS
Liberator GP Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
13,743,094
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
13,743,094
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,743,094
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%†
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G6564A105
|
13G
|
Page 5 of 5 Pages
|
1
|
NAMES OF REPORTING PERSONS
Liberator Managing Partner Limited
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
6
|
SHARED VOTING POWER
13,743,094
|
|||||
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
13,743,094
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,743,094
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%†
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
Item 1(a).
|
Name of Issuer.
Nomad Foods Limited (the “Company”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices.
Nemours Chambers
Road Town
Tortola
British Virgin Islands
|
Item 2(a).
Item 2(b).
Item 2(c).
|
Name of Person Filing.
(i) Permira Europe III G.P. Limited
c/o Permira III G.P. Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
(ii) Permira Europe III G.P. L.P.
c/o Permira III G.P. Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Cayman Islands
(iii) Birds Eye Iglo Limited Partnership Inc
c/o Liberator GP Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
(iv) Liberator GP Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
(v) Liberator Managing Partner Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2016, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
|
Item 2(d).
|
Title of Class of Securities.
Ordinary Shares, no par value (the “Ordinary Shares”)
|
Item 2(e).
|
CUSIP Number.
G6564A105
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
|
|
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e) o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
Item 4.
|
Ownership.
|
(a) Amount beneficially owned:
See Item 9 of each of the cover pages.
The joint filing of this Schedule 13G is made by the Reporting Persons pursuant to Rule 13d-1(k)(1) and each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group.”
|
(b) Percent of class:
See Item 11 of each of the cover pages.
|
|
(c) Number of Shares as to which the Reporting Person has:
|
|
(i) Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
(ii) Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
(iii) Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
(iv) Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not applicable.
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
279,664 Ordinary Shares are held pursuant to an escrow agreement whereby certain third parties have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Ordinary Shares.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
|
|
Item 10.
|
Certification.
|
Not applicable.
|
PERMIRA EUROPE III G.P. LIMITED
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
PERMIRA EUROPE III G.P. L.P.
|
||
By: Permira Europe III G.P. Limited, its general partner
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
BIRDS EYE IGLO LIMITED PARTNERSHIP INC
|
||
By: Liberator GP Limited, its general partner
|
||
By: Liberator Managing Partner Limited, its managing partner
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
LIBERATOR GP LIMITED
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
LIBERATOR MANAGING PARTNER LIMITED
|
||
/s/ John Marren | ||
Name:
|
John Marren | |
Title:
|
Director |
PERMIRA EUROPE III G.P. LIMITED
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
PERMIRA EUROPE III G.P. L.P.
|
||
By: Permira Europe III G.P. Limited, its general partner
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
BIRDS EYE IGLO LIMITED PARTNERSHIP INC
|
||
By: Liberator GP Limited, its general partner
|
||
By: Liberator Managing Partner Limited, its managing partner
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
LIBERATOR GP LIMITED
|
||
/s/ Alistair Boyle | ||
Name:
|
Alistair Boyle | |
Title:
|
Director | |
LIBERATOR MANAGING PARTNER LIMITED
|
||
/s/ John Marren | ||
Name:
|
John Marren | |
Title:
|
Director |