REG - Bakkavor Group PLC Greencore Group PLC - Publication of Scheme Document

BakkavorAnnouncement

Yesterday 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250612:nRSL5085Ma&default-theme=true

RNS Number : 5085M  Bakkavor Group PLC  12 June 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED
JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF ANY SUCH JURISDICTION

FOR IMMEDIATE RELEASE

12 June 2025

RECOMMENDED ACQUISITION

OF

BAKKAVOR GROUP PLC

BY

GREENCORE GROUP PLC

To be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

          PUBLICATION OF THE SCHEME DOCUMENT

On 15 May 2025, the boards of Bakkavor Group plc (Bakkavor) and Greencore
Group plc (Greencore) announced that they had reached agreement on the terms
of a recommended cash and share offer for the entire issued and to be issued
share capital of Bakkavor (the Transaction), to be implemented by way a Court
approved scheme of arrangement under Part 26 of the Companies Act 2006 (the
Scheme).

Publication of the Scheme Document

Greencore and Bakkavor are pleased to announce that the scheme document (the
Scheme Document) has been published today by Bakkavor setting out, among other
things, a letter from the Chair of Bakkavor, an explanatory statement pursuant
to section 897 of the Companies Act, the full terms and conditions of the
Transaction, the Scheme, an expected timetable of principal events, notices of
the Court Meeting and the General Meeting, together with the related Forms of
Proxy, and details of the actions to be taken by Bakkavor Shareholders.

The Scheme Document will be made available on Bakkavor's website at
https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/
(https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/)
and Greencore's website at
https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/
(https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/) .
Copies of the Scheme Document have been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Hard copies of the Scheme Document (or, depending on Bakkavor Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting are being sent to Bakkavor Shareholders today,
subject to certain restrictions relating to persons resident in or located in
Restricted Jurisdictions.

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this Announcement are to London, United Kingdom times unless stated
otherwise.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will
require, amongst other things, the approval of Bakkavor Shareholders at the
Court Meeting, the passing of the Special Resolution at the Bakkavor General
Meeting and the subsequent sanction of the Court. The Scheme is also subject
to the satisfaction or waiver of the Conditions and further terms that are set
out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at
Fitzroy Place, 5th Floor, 8 Mortimer Street, London, England, W1T 3JJ on 7
July 2025, are set out in the Scheme Document. The Court Meeting will commence
at 3.00 p.m. and the General Meeting at 3.15 p.m. (or, if later, as soon as
the Court Meeting has concluded or been adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Bakkavor Shareholders.  Whether
or not they intend to attend the Court Meeting and/or the General Meeting,
Bakkavor Shareholders are encouraged to sign and return their Forms of Proxy,
or deliver their voting instructions by one of the other methods mentioned in
the Scheme Document, as soon as possible and, in any event, so as to be
received by 3.00 p.m. on 3 July 2025 in respect of the Court Meeting and 3.15
p.m. on 3 July 2025 in respect of the General Meeting.

Recommendation

The Bakkavor Directors, who have been so advised by Citi as to the financial
terms of the Transaction, consider the terms of the Transaction to be fair and
reasonable. In providing their advice to the Bakkavor Directors, Citi have
taken into account the commercial assessments of the Bakkavor Directors. Citi
is providing independent financial advice to the Bakkavor Directors for the
purposes of Rule 3 of the Takeover Code.

The Bakkavor Directors consider the Transaction to be in the best interests of
the Bakkavor Shareholders taken as a whole. Accordingly, the Bakkavor
Directors unanimously recommend that Bakkavor Shareholders vote or procure
votes in favour of the Scheme at the Court Meeting and the Special Resolution
relating to the Scheme to be proposed at the General Meeting.

Bakkavor Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
Announcement. Subject to obtaining the approval of Bakkavor Shareholders and
the Court, and the satisfaction or, where applicable, the waiver of the other
Conditions (as set out the Scheme Document), the Scheme is expected to become
effective in early 2026.

If any of the key dates set out in the timetable change, Bakkavor will give
notice of this change by issuing an Announcement through a Regulatory
Information Service and by making such Announcement available on Bakkavor's
website at
https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/
(https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/)
.

Shareholder helpline

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting, the General Meeting or on the completion and return of the
Forms of Proxy, please call Equiniti on the Shareholder Helpline between
8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public
holidays) on +44 (0)371 384 2050 (free from landlines in the UK). Please note
that calls may be monitored or recorded and the Shareholder Helpline cannot
provide financial, legal or tax advice or advice on the merits of the
Transaction.

Greencore documentation

The Transaction constitutes a reverse takeover for Greencore for the purposes
of the UK Listing Rules and, therefore, requires the prior approval of
Greencore Shareholders. Greencore is also required to seek the approval of
Greencore Shareholders to authorise the Greencore Directors to allot the New
Greencore Shares in connection with the Transaction at the Greencore General
Meeting.

Bakkavor also notes Greencore has sent to Greencore Shareholders on or around
the date of this Announcement the Greencore Circular summarising the
background to and reasons for the Transaction which includes a notice
convening the Greencore General Meeting. The Transaction is conditional on,
among other things, the Greencore Resolutions being passed by the requisite
majority of Greencore Shareholders at the Greencore General Meeting. The
Greencore General Meeting will be held at 9.30 a.m. on 4 July 2025.

Greencore will also prepare the Greencore Prospectus in connection with the
issue of the New Greencore Shares, which is expected to be published in early
2026. Greencore and the Greencore Directors are responsible for the Greencore
Prospectus, which will contain information relating to the Greencore Group,
the Combined Group and the New Greencore Shares.

Enquiries:

 Bakkavor                                                                         via MHP Group
 Annabel Tagoe-Bannerman, Group General Counsel and Company Secretary
 Citigroup Global Markets Limited (Citi) (Lead Financial Adviser and Joint
 Corporate Broker to Bakkavor)
 Michael Lavelle                                                                  +44 (0) 20 7986 4000
 James Ibbotson
 Christopher Wren
 Irina Dzuteska
 Peel Hunt LLP (Peel Hunt) (Joint Financial Adviser and Joint Corporate Broker    +44 (0) 20 7418 8900
 to Bakkavor)
 Dan Webster
 James Thomlinson
 Michael Nicholson
 MHP Group (Financial Communications for Bakkavor)                                bakkavor@mhpgroup.com
 Katie Hunt                                                                       +44 (0) 7884 494 112
 Rachel Farrington                                                                +44 (0) 7739 312 199
 Charles Hirst                                                                    +44 (0) 7770 753 544

 Greencore                                                                        via FTI Consulting
 Damien Moynagh, Group General Counsel and Company Secretary
 N.M Rothschild & Sons Limited (Rothschild & Co) (Lead Financial                  +44 (0) 20 7280 5000
 Adviser to Greencore)
 Akeel Sachak
 Jonathan Dale
 Numis Securities Limited (Deutsche Numis) (Financial Adviser and Joint           +44 (0) 207 260 1000
 Corporate Broker to Greencore)
 Edward McBride
 Kevin Cruickshank
 Goodbody Stockbrokers UC (Goodbody) (Joint Corporate Broker to Greencore)        +353 (0) 1 667 0400
 Jason Molins
 Cameron Duncan
 Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited       +44 (0) 207 408 4090
 (Shore Capital) (Joint Corporate Broker to Greencore)
 Malachy McEntyre
 Stephane Auton
 James Thomas
 FTI Consulting (Financial Communications for Greencore)
 Jonathan Neilan                                                                  +353 (0) 86 231 4135
 Nick Hasell                                                                      +44 (0) 782 552 3383

 

Rothschild & Co is acting as lead financial adviser and Deutsche Numis is
acting as joint financial adviser to Greencore in connection with the
Transaction.

Citi is acting as lead financial adviser and Peel Hunt is acting as joint
financial adviser to Bakkavor in connection with the Transaction.

Slaughter and May is acting as legal adviser to Greencore in connection with
the Transaction.

Arthur Cox LLP is acting as legal adviser as to Irish law to Greencore in
connection with the Transaction.

Freshfields LLP is acting as legal adviser to Bakkavor in connection with the
Transaction.

A&L Goodbody LLP is acting as legal adviser as to Irish law to Bakkavor in
connection with the Transaction.

Important notices relating to financial advisers

Citi, which is authorised by the Prudential Regulation Authority and regulated
by the FCA and the Prudential Regulation Authority in the UK, is acting for
Bakkavor and no one else in connection with the Transaction and will not be
responsible to anyone other than Bakkavor for providing the protections
afforded to its clients, or for giving advice in connection with the
Transaction or any matter referred to herein. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, under statute or otherwise) to any person who is not a
client of Citi in connection with Announcement, any statement contained herein
or otherwise.

Peel Hunt, which is authorised and regulated by the FCA in the UK, is acting
for Bakkavor and no one else in connection with the Transaction and will not
be responsible to anyone other than Bakkavor for providing the protections
afforded to its clients, or for giving advice in connection with the
Transaction or any matter referred to herein. Neither Peel Hunt nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Peel Hunt in connection with this
Announcement, any statement contained herein, the Transaction or otherwise. No
representation or warranty, express or implied, is made by Peel Hunt as to the
contents of this Announcement.

Rothschild & Co, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively as financial adviser to Greencore and for no
one else in connection with the Transaction and will not be responsible to
anyone other than Greencore in respect of protections that may be afforded to
clients of Rothschild & Co nor for providing advice in connection with the
Transaction or any matter referred to herein. Neither Rothschild & Co nor
any of its affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein, the
Transaction or otherwise. No representation or warranty, express or implied,
is made by Rothschild & Co as to the contents of this Announcement.

Deutsche Numis, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for Greencore and no one else in connection with
the matters set out in this Announcement and will not regard any other person
as its client in relation to the matters in this Announcement and will not be
responsible to anyone other than Greencore for providing the protections
afforded to clients of Deutsche Numis, nor for providing advice in relation to
any matter referred to herein. Neither Deutsche Numis nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with this Announcement, any statement contained herein or otherwise.

Goodbody is authorised and regulated in the United Kingdom by the Financial
Conduct Authority and in Ireland, Goodbody is authorised and regulated by the
Central Bank of Ireland. Goodbody is acting exclusively for Greencore and no
one else in connection with the matters set out in this Announcement. Goodbody
will not regard any other person as its client in relation to the matters set
out in this Announcement or any other matter or arrangement set out in this
Announcement and will not be responsible to anyone other than Greencore for
providing the protections afforded to clients of Goodbody, nor for providing
advice in relation to the matters referred to in this Announcement. Neither
Goodbody nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Goodbody in
connection with this Announcement, any statement contained herein or
otherwise.

Shore Capital, which are authorised and regulated in the United Kingdom by the
FCA, are acting exclusively for Greencore and no one else in connection with
the matters set out in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as their client in relation
to the matters set out in this Announcement and will not be responsible to
anyone other than Greencore for providing the protections afforded to their
clients, nor for providing advice, in relation to the matters set out in this
Announcement or any other matter referred to in this Announcement. Neither
Shore Capital, nor any of their affiliates (nor any of their directors,
officers, employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Shore
Capital in connection with this Announcement, any statement contained herein
or otherwise. The responsibilities of Shore Capital as Greencore's joint
broker are owed to the London Stock Exchange and not to any other person.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer or invitation, to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of Greencore or Bakkavor in any jurisdiction pursuant to the
Transaction in contravention of applicable laws.

The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which contains the full terms and conditions of
the Transaction, including details of how to vote in respect of the
Transaction.

Any vote or other decision in respect of, or other response to, the
Transaction, including any vote in respect of resolutions to be proposed at
the Bakkavor Court Meeting, Bakkavor General Meeting or the Greencore General
Meeting, should be made only on the basis of the information contained in the
Scheme Document (or, if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), the Circular and/or the Prospectus, as applicable.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments. The Transaction may have tax consequences for
Bakkavor Shareholders. Bakkavor Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.

Overseas jurisdictions

The availability of the Transaction and/or the New Greencore Shares, and the
release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.

In particular, the ability of persons who are not citizens of or resident in
the United Kingdom, or who are subject to the laws of another jurisdiction, to
vote their Bakkavor Shares with respect to the Scheme at the Court Meeting, or
execute and deliver Forms of Proxy appointing another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens.

No prospectus has been or will be filed with the securities commission of any
province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa, in each case, in relation to the New
Greencore Shares. The New Greencore Shares have not been, and will not be,
registered or qualified for distribution under the securities laws of any
state, province, territory or jurisdiction of Canada, Australia, the Republic
of South Africa or Japan and no regulatory clearance in respect of the New
Greencore Shares has been, or will be, applied for in any jurisdiction other
than the United Kingdom. Accordingly, the New Greencore Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold, delivered or transferred, directly or indirectly, in or into
Canada, Australia, the Republic of South Africa or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of,
or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, a person located in Canada, Australia, the Republic of
South Africa or Japan.

Persons who are not resident in the United Kingdom should inform themselves
of, and observe any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Transaction disclaim any responsibility or liability for the violation
of such restrictions by any person. This Announcement has been prepared for
the purposes of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside of England. The Transaction will be subject to
English law and the jurisdiction of the courts of England and Wales and the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the FCA.

Unless otherwise determined by Greencore or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction and no person may vote in favour of the Transaction by any use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction.

Accordingly, copies of this Announcement and any formal documentation relating
to the Transaction are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted Jurisdiction. Doing
so may render invalid any related purported vote in respect of the
Transaction.

If the Transaction is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, in whole or in part, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

This Announcement does not constitute, and may not be used for the purposes
of, an offer to sell or an invitation or the solicitation of an offer to
subscribe for or buy any New Greencore Shares by any person in any
jurisdiction in which: (i) such offer or invitation is not authorised; (ii)
the person making such offer or invitation is not qualified to do so; or (iii)
or to any person to whom, it is unlawful to make such offer, solicitation or
invitation or would impose any unfulfilled registration, publication or
approval requirements on Bakkavor, Greencore, or any of their respective
directors, officers, agents and advisers.  No action has been taken nor will
be taken in any jurisdiction by any such person that would permit a public
offering of the New Greencore Shares in any jurisdiction where action for that
purpose is required, nor has any such action been taken with respect to the
possession or distribution of this Announcement other than in any jurisdiction
where action for that purpose is required. None of Bakkavor, Greencore nor
their respective directors, officers, agents or advisers accepts any
responsibility for any violation of any of these restrictions by any other
person.

Bakkavor Shareholders are advised to read carefully the Scheme Document and
the related Forms of Proxy.

Notice to Bakkavor US Shareholders

The Transaction relates to the shares of an English target company and is
being made by means of a scheme of arrangement provided for under English
company law. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Scheme will be subject to the disclosure
requirements and practices applicable in the United Kingdom to schemes of
arrangement involving a target company incorporated in England and listed on
the London Stock Exchange, which are different from the disclosure
requirements of the US tender offer rules and the US proxy solicitation rules.

Greencore is incorporated in Ireland and, unless Greencore otherwise elects in
the event of a Takeover Offer, the Greencore Shares (including the New
Greencore Shares) have not been, and will not be, registered under the US
Securities Act or under the relevant securities laws of any state or territory
or other jurisdiction of the United States, and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The New Greencore Shares
to be issued pursuant to this Transaction by means of a scheme of arrangement
will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act set forth in Section 3(a)(10) thereof.
In addition, the New Greencore Shares will not be registered under any US
state securities laws and may only be issued to persons resident in a state
pursuant to an exemption from the registration requirements of the securities
law of such state. If, in the future, Greencore exercises its right to
implement the Transaction by way of a Takeover Offer and determines to extend
such Takeover Offer into the United States, such Takeover Offer will be made
in compliance with the applicable US laws and regulations, including the
registration requirements of the US Securities Act, and the tender offer rules
under the US Exchange Act and any applicable exemptions provided thereunder.
Such a Takeover Offer would be made in the United States by Greencore and no
one else.

Nothing in this Announcement shall be deemed an acknowledgement that any SEC
filing is required or that the New Greencore Shares will be listed on any
stock exchange in the United States or that an offer requiring registration
under the US Securities Act may ever occur in connection with the Transaction
or under the relevant securities laws of any state or territory or other
jurisdiction of the United States. Neither the SEC nor any US state securities
commission has approved or disapproved of the New Greencore Shares to be
issued in connection with the Transaction, or determined if this Announcement
is accurate or complete. Any representation to the contrary is a criminal
offence.

The New Greencore Shares generally should not be treated as "restricted
securities" within the meaning of Rule 144(a)(3) under the US Securities Act
and persons who receive securities under the Scheme (other than "affiliates"
as described in the paragraph below) may resell them without restriction under
the US Securities Act.

Under US securities laws, persons who are or will be deemed to be affiliates
(as defined under the US Securities Act) of Greencore or Bakkavor prior to, or
of Greencore after, the Effective Date may not resell the New Greencore Shares
received under the Scheme without registration under the US Securities Act,
except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act. Whether a
person is an affiliate of a company for such purposes depends upon the
circumstances, but affiliates of a company can include certain officers and
directors and significant shareholders. Bakkavor Shareholders who believe they
may be affiliates for the purposes of the US Securities Act should consult
their own legal advisers prior to any resale of New Greencore Shares received
under the Scheme.

It may be difficult for Bakkavor US Shareholders to enforce their rights and
any claims arising out of the US federal securities laws in connection with
the Transaction, since each of Greencore and Bakkavor is located in countries
other than the US, and some or all of their respective officers and directors
may be residents of countries other than the US. Bakkavor US Shareholders may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US federal securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to the jurisdiction of a US court.

Any financial statements or other financial information included in this
Announcement or in the Scheme Document (or, if the Transaction is implemented
by way of a Takeover Offer, the Offer Document) have been or will have been
prepared in accordance with accounting standards applicable in the United
Kingdom and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States. None of
the financial statements or other financial information in this Announcement
or in the Scheme Document have been audited in accordance with auditing
standards generally accepted in the United States or the auditing standards of
the Public Company Accounting Oversight Board (United States).

In the event that the Transaction is implemented by way of a Takeover Offer,
in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of
the US Exchange Act, Greencore, its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Bakkavor Shares outside of the US, other than pursuant to the
Transaction, until the date on which the Transaction becomes effective, lapses
or is otherwise withdrawn. Also, in accordance with the Takeover Code, normal
UK market practice and Rule 14e-5(b) of the US Exchange Act, Rothschild &
Co will continue to act as an exempt principal trader in Bakkavor Shares on
the London Stock Exchange. If such purchases or arrangements to purchase were
to be made, they would occur either in the open market at prevailing prices or
in private transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to the
Regulatory News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .

Bakkavor US Shareholders also should be aware that the Transaction may have
tax consequences in the United States, that the receipt of New Greencore
Shares and/or cash pursuant to the Transaction by a Bakkavor US Shareholder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws, and that such consequences, if any, are not
described herein. Bakkavor US Shareholders are urged to consult with their own
legal, tax and financial advisers in connection with making a decision
regarding this Transaction and regarding the tax consequences of the
Transaction applicable to them.

Forward looking statements

This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Transaction, and other
information published or to be published by Greencore and/or Bakkavor, contain
statements which are, or may be deemed to be, forward-looking statements.
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Greencore and Bakkavor (as applicable) about future events, and
are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the financial condition, results of operations and
business of Bakkavor and certain plans and objectives of Greencore with
respect thereto and other statements other than historical facts.  Often, but
not always, forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use forward-looking
words, phrases and expressions such as "targets", "foresee", "predicts",
"projects", "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "goal", "hope", "aims", "continue", "likely",
"scheduled", "estimates", "forecasts", "intends", "seeks", "possible",
"potential", "outlook" "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might", or "will" be
taken, occur or be achieved.

Although Greencore and Bakkavor believe that the expectations reflected in
such forward-looking statements are reasonable, Greencore and Bakkavor can
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include the satisfaction of the Conditions, as well
as additional factors, such as: the ability to proceed with or complete the
Transaction; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms;
changes in the global, political, economic, social, legal, business and
competitive environments, in global trade policies, and in market and
regulatory forces; the loss of or damage to one or more key customer
relationships; changes to customer ordering patterns and consumer behaviour;
the failure of one or more key suppliers; changes in future inflation,
deflation, exchange and interest rates and fluctuations in food prices;
changes in tax and national insurance rates; future business combinations,
capital expenditures, acquisitions or dispositions; changes in general and
economic business conditions; changes in the behaviour of other market
participants; labour disputes and shortages; outcome of pending or future
litigation proceedings; the failure to maintain effective internal control
over financial reporting or effective disclosure controls and procedures, the
inability to remediate one or more material weaknesses, or the discovery of
additional material weaknesses, in the internal control over financial
reporting; other business, technical and/or operational risks and challenges;
food safety and product contamination issues, failure to comply with
environmental and health and safety laws and regulations; timing of receipt
of, or failure to comply with, necessary notices, concessions, permits and
approvals; weak, volatile or illiquid capital and/or credit markets; any
public health crises, pandemics or epidemics and repercussions thereof;
changes to the Boards of Greencore and/or Bakkavor and/ or the composition of
their respective workforces; safety and technology risks; exposures to IT
system failures, cyber-crime, fraud and pension scheme liabilities; risks
relating to environmental matters such as climate change; changes to law
and/or the policies and practices of regulatory and governmental bodies;
heightening of the conflict between Ukraine and Russia and the military
tensions between Israel, Hamas and Hezbollah and any repercussions thereof;
and any cost of living crisis or recession. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

Neither Greencore nor Bakkavor, nor any of their respective associates,
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place undue reliance on
these forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the UK Listing Rules and the
Disclosure and Transparency Rules of the FCA), neither Greencore nor Bakkavor
is under any obligation, and Greencore and Bakkavor expressly disclaim any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) Business Day following
the commencement of the offer period and, if appropriate, by no later than
3.30 p.m. (London time) on the 10(th) Business Day following the Announcement
in which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following the date of
the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue when the offer period commenced and when any offeror was
first identified.  You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available at
https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/
(https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/)
and
https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/
(https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/)
by no later than 12 noon (London time) on the Business Day following the date
of this Announcement. The content of the websites referred to in this
Announcement is not incorporated into and does not form part of this
Announcement.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

Appendix

Expected timetable of principal events

All times shown are London times unless otherwise stated. All dates and times
are based on Bakkavor's and Greencore's current expectations and are subject
to change.  If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Bakkavor
Shareholders by Announcement through a Regulatory Information Service, with
such Announcement being made available on Greencore's and Bakkavor's websites
at https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/
(https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/)
and
https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/
(https://www.bakkavor.com/en/investors/Greencore-Recommended-Offer-For-Bakkavor/)
respectively.

 

 Event                                                                           Expected time/date
 Latest time for lodging Forms of Proxy for:

 Court Meeting (BLUE form)                                                       3.00 p.m. on 3 July 2025((1))

 General Meeting (WHITE form)                                                    3.15 p.m. on 3 July 2025((1))
 Voting Record Time                                                              6.00 p.m. on 3 July 2025((2))
 Greencore General Meeting                                                       9.30 a.m. on 4 July 2025((3))
 Court Meeting                                                                   3.00 p.m. on 7 July 2025
 General Meeting                                                                 3.15 p.m. on 7 July 2025((4))

 The following dates are indicative only and subject to change; please see note
 (5) below

 Publication of the Prospectus                                                   a date expected to be in early 2026 and approximately five Business Days prior
                                                                                 to the Court Hearing((6))
 Court Hearing                                                                   a date expected to be in early 2026, subject to the satisfaction (or, if
                                                                                 applicable, waiver) of the relevant Conditions ("D")((5))
 Scheme Record Time                                                               6.00 p.m. on D + 1 Business Day((5))
 Last day of dealings in, and for registration of transfers of, and disablement  D + 1 Business Day((5))
 in CREST of, Bakkavor Shares
 Suspension of listing of and dealings in Bakkavor Shares                        By 7.30 a.m. on D + 2 Business Days((5))
 Effective Date of the Scheme                                                    D + 2 Business Days((5))
 Cancellation of listing of Bakkavor Shares                                      By 8.00 a.m. on D + 3 Business Days ((5))
 Admission of New Greencore Shares to the Official List and trading in New       By 8.00 a.m. on D + 3 Business Days ((5))
 Greencore Shares commences
 Crediting of New Greencore Shares to CREST accounts                             On or as soon as possible after 8.00 a.m. on D + 3 Business Days but not later
                                                                                 than 14 days after the Effective Date ((5))
 Latest date for dispatch of cheques/settlement through CREST                    14 days after the Effective Date
 Long-Stop Date                                                                  11.59 p.m. on 16 November 2026((7))

Notes:

(1)      The BLUE Form of Proxy for the Court Meeting, if not received by
the time stated above (or, if the Court Meeting is adjourned, 48 hours
(excluding any part of a day that is not a working day) before the adjourned
Court Meeting), may be handed to a representative of Equiniti, on behalf of
the Chair of the Court Meeting, or to the Chair of the Court Meeting, before
the start of that Meeting. However, in order to be valid, the WHITE Form of
Proxy must be received no later than 3.15 p.m. (London time) on 3 July 2025
(or, if the General Meeting is adjourned, 48 hours (excluding any part of a
day that is not a working day) before the time fixed for the adjourned
Meeting).

(2)      If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m.
on the date which is two days (excluding non-working days) before the date set
for such adjourned Meeting.

(3)      The Greencore General Meeting is required to be held in order to
authorise the allotment of New Greencore Shares in connection with the
Transaction, and approve the Transaction as a reverse takeover for the
purposes of the UK Listing Rules.

(4)      To commence at 3.15 p.m. or, as soon thereafter as the Court
Meeting shall have concluded or adjourned.

(5)      These times and dates are indicative only and will depend on,
among other things, the dates upon which (i) the Conditions are satisfied or
(where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the
Court Order sanctioning the Scheme is delivered to the Registrar of Companies.
If the expected date of the Court Hearing is changed, Bakkavor will give
adequate notice of the changes by issuing an Announcement through a Regulatory
Information Service.

(6)      The Greencore Prospectus is expected to be published in
sufficient time to ensure that the Conditions relating to the acknowledgements
by the FCA and the London Stock Exchange in connection with Admission are
satisfied prior to the Court Hearing.

(7)      The latest date by which the Scheme must be implemented may be
extended by: (a) agreement between Bakkavor and Greencore; or (b) in a
competitive situation, by Greencore with the prior consent of the Panel, and
in each case, (if required) the approval of the Court.

(8)      Timings for principal events relating to the CVR Consideration
(subject to the satisfaction of the CVR Conditions) are set out in Part III of
the Scheme Document. Where, at the Scheme Record Time, a holder of Scheme
Shares holds such shares in certificated form, the payment of the CVR
Consideration will be effected by means of cheque or electronic payment where
a UK bank mandate has been provided. Where, at the Scheme Record Time, a
holder of Scheme Shares holds such shares in uncertificated form through
CREST, the payment of the CVR Consideration will be effected by the electronic
payment to the electronic payment mandates held on behalf of such Scheme
Shareholders on the register of members of Bakkavor at the Scheme Record Time,
or alternatively, if no electronic payment mandate is held on behalf of any
such Scheme Shareholder(s) or if, for reasons outside Greencore's reasonable
control, it is not able to effect settlement of such CVR Consideration by
electronic payment, the CVR Consideration due to such Scheme Shareholder shall
be paid by cheque (or such other method as may be approved by the Panel).

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCGPUWPQUPAUUP