REG - Greencore Group PLC Bakkavor Group PLC - Publication of Circular, Notice of General Meeting

BakkavorAnnouncement

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RNS Number : 5937M  Greencore Group PLC  12 June 2025

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

THIS ANNOUNCEMENT IS NOT A PROSPECTUS, A PROSPECTUS EQUIVALENT DOCUMENT, A
PROSPECTUS EXEMPTION DOCUMENT OR A SCHEME DOCUMENT AND INVESTORS SHOULD NOT
MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW GREENCORE SHARES EXCEPT ON
THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE CIRCULAR WHICH ARE
BEING PUBLISHED TODAY AND THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED IN
DUE COURSE

FOR IMMEDIATE RELEASE

12 JUNE 2025

RECOMMENDED ACQUISITION

OF

BAKKAVOR GROUP PLC ("Bakkavor")

BY

GREENCORE GROUP PLC ("Greencore")

 

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

 

On 15 May 2025, the Greencore Board and the Bakkavor Board announced that they
had reached agreement on the terms of a cash and share offer by Greencore for
the entire issued and to be issued ordinary share capital of Bakkavor (the
"Transaction").

Under the terms of the Transaction, completion of which is subject to the
satisfaction (or, where applicable, waiver) of the Conditions, Bakkavor
Shareholders will be entitled to receive, in respect of each Bakkavor share
held by them: 0.604 Greencore shares and 85 pence in cash, with potential for
further value if there is a sale of Bakkavor's US business.

Greencore announces that a circular (the "Circular") in respect of the
approval of the Transaction and the proposed issuance of the New Greencore
Shares to Bakkavor shareholders in connection therewith has been approved by
the FCA and published today.

The Circular contains a notice convening a general meeting of Greencore
Shareholders to be held at the Maldron Hotel Dublin Airport, Dublin Airport,
Co. Dublin, K67 T6P6, Ireland on 9.30 a.m. on 4 July 2025 (the "Greencore
General Meeting") to consider and, if thought fit, approve the Transaction as
a reverse takeover under the UK Listing Rules and to grant authority to the
Greencore Directors to allot the New Greencore Shares to be issued to Bakkavor
Shareholders in connection with the Transaction (and any amendment(s)
thereof). Copies of the Circular and a Form of Proxy in relation to the
Greencore General Meeting will be posted to Greencore Shareholders today.

The Circular, and related documentation, is available, subject to certain
restrictions, on Greencore's website at
https://www.greencore.com/investor-relations/offer-for-bakkavor-group-plc/.
Copies of the Circular and related documents (where applicable) will also be
submitted to the National Storage Mechanism, where they will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Greencore also notes that a Scheme Document in relation to the Transaction is
being sent or made available by Bakkavor to Bakkavor Shareholders today. The
Scheme Document contains, among other things, notices convening the Bakkavor
Court Meeting and the Bakkavor General Meeting. These meetings will take place
on 7 July 2025.

Capitalised terms defined in the Circular have the same meaning when used in
this announcement, unless otherwise defined in this announcement.

Action to be taken by Greencore Shareholders

Greencore Shareholders are encouraged to vote on the Greencore Resolutions
contained in the Circular, but should carefully read the Circular in its
entirety before making any decision. The notes to the Notice of Greencore
General Meeting on pages 72 to 76 of the Circular provide an explanation of
how to attend and vote at the Greencore General Meeting, including how to
appoint a proxy.

Expected timetable

Subject to the satisfaction (or if, applicable, waiver) of the relevant
Conditions set out in the Scheme Document, the Scheme is expected to become
effective in early 2026.

The expected timetable of principal events for the implementation of the
Transaction is set out in full in the Circular, and an extract is included
below. All references to time in this announcement are to London times.

 Event                                                                       Time and/or date ((1))
 Posting of the Circular and the Scheme Document                             12 June 2025
 Latest time and date for receipt of Form of Proxy or electronic proxy       9:30 a.m. on 2 July 2025
 instruction for the Greencore General Meeting
 Greencore General Meeting                                                   9:30 a.m. on 4 July 2025
 Bakkavor Court Meeting                                                      3:00 p.m. on 7 July 2025
 Bakkavor General Meeting((2))                                               3:15 p.m. on 7 July 2025
 Publication of the Prospectus                                               a date expected to be in early 2026 and approximately five Business Days prior
                                                                             to the Scheme Court Hearing
 Scheme Court Hearing (to seek sanction of the Scheme)                       a date expected to be in early 2026, subject to the satisfaction (or, if
                                                                             applicable, waiver) of the relevant Conditions and, in any event, prior to the
                                                                             Long Stop Date ("D")((3))
 Effective Date of the Scheme((4))                                           D+2
 Admission and commencement of dealings in New Greencore Shares on the Main  by 8:00 a.m. on D+3
 Market of the London Stock Exchange
 Long Stop Date((5))                                                         16 November 2026

Notes:

(1)   The indicative timetable is based on Greencore's current expectations
for the implementation of the Acquisition and is subject to change. In
particular, the dates and times associated with the Prospectus and the Scheme
are indicative only and subject to change, and the latter will depend on
(among other things) the date on which the Conditions to the Scheme are
satisfied or (if capable of waiver) waived, the date on which the Court
sanctions the Scheme and the date on which the Court Order is delivered to the
Registrar of Companies. Any changes to these dates and times, when known, will
be notified to Greencore Shareholders by Greencore issuing an announcement
through the Regulatory Information Service of the London Stock Exchange.

(2)   To commence at the time fixed or as soon thereafter as the Bakkavor
Court Meeting concludes or is adjourned.

(3)   All dates by reference to "D" will be to the date falling the number
of indicated Business Days immediately following date "D" as indicated above.

(4)   The Scheme shall become Effective as soon as a copy of the Court Order
has been delivered to the Registrar of Companies. The events which are stated
as occurring on subsequent dates are conditional on the Effective Date and
operate by reference to that date.

(5)   This is the latest date by which the Scheme may become Effective, and
may be extended to such later date as may be agreed in writing by Greencore
and Bakkavor (with the Panel's consent and Court approval, if such approval(s)
are required).

Enquiries:

 Greencore                                                                   via FTI Consulting
 Damien Moynagh, Group General Counsel and Company Secretary
 Rothschild & Co (Sponsor and Lead Financial Adviser to Greencore)           +44 (0) 20 7280 5000
 Akeel Sachak

Jonathan Dale
 Deutsche Numis (Financial Adviser and Joint Corporate Broker to Greencore)  +44 (0) 207 260 1000

 Edward McBride

 Kevin Cruickshank
 Goodbody (Joint Corporate Broker to Greencore)                              +353 (0) 1 667 0400
 Jason Molins

Cameron Duncan
 Shore Capital (Joint Corporate Broker to Greencore)                         +44 (0) 207 408 4090
 Malachy McEntyre

Stephane Auton

James Thomas
 FTI Consulting (Financial Communications for Greencore)                     +353 (0) 86 231 4135
 Jonathan Neilan
+44 (0) 782 552 3383

Nick Hasell

Rothschild & Co is acting as sponsor and lead financial adviser and
Deutsche Numis is acting as joint financial adviser to Greencore 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.

Important Notice

N.M. Rothschild & Sons Limited ("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.

Numis Securities Limited ("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.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "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 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 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.

Goodbody Stockbrokers UC ("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.

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 will contain the full terms and conditions
of the Transaction, including details of how to vote in respect of the
Transaction.

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.

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.

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 an
Excluded Territory 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 such use, means, instrumentality or from within an
Excluded Territory or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.

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 or into or from any Excluded
Territory and persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in or
into or from any Excluded Territory. 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 Excluded Territory and the Takeover Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document and Bakkavor Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy once these have been mailed.

Notice to Bakkavor US Shareholders

The Transaction relates to the shares of an English 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 under the US Exchange Act. Accordingly, the Scheme will be
subject to the disclosure requirements and practices applicable to schemes of
arrangement involving a target company incorporated in England and listed on
the London Stock Exchange which differ from the disclosure requirements of the
US tender offer rules. The New Greencore Shares to be issued pursuant to the
Transaction have not been registered under the US Securities Act, 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 in 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 an offer requiring registration under the US
Securities Act may ever occur in connection with the Transaction. 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 truthful or complete. Any representation to
the contrary is a criminal offence in the United States.

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 Greencore and Bakkavor are incorporated under the laws
of a non-US jurisdiction, some or all of their respective directors and
officers may be residents of a non-US jurisdiction, and a substantial portion
of Greencore's and Bakkavor's assets and these non-resident persons will be
located outside of the United States. Bakkavor US Shareholders may not be able
to sue a non-US company or its directors and officers in a non-US court for
violations of the US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to the
jurisdiction or judgment of a US court.

Any financial statements or other financial information included in this
announcement or that may be included 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 has 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 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 United States, other than pursuant to the
Transaction, until the date on which the Transaction becomes effective, lapses
or is otherwise withdrawn. 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 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.

Cautionary Note Regarding 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 "anticipate", "target", "expect",
"believe", "intend", "foresee", "predict", "project", "estimate", "forecast",
"plan", "budget", "scheduled", "goal", "hope", "aims", "continue", "likely",
"will", "may", "might", "should", "would", "could", "seek", "scheduled",
"possible", "potential", "outlook" or other similar words, phrases, and
expressions and the negatives of such words, phrases and expressions; provided
that the absence thereof does not mean that a statement is not
forward-looking. Similarly, statements that describe objectives, plans or
goals are or may be forward-looking statements. These statements are based on
assumptions and assessments made by Bakkavor and/or Greencore in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve known and unknown risk and
uncertainty and other factors which may cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although Greencore and/or
Bakkavor believe that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement.

There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: 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, performance,
actions, achievements or developments to differ materially from those
expected, estimated or projected in the forward-looking statements. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions proves incorrect, actual results, performance, actions,
achievements or developments may differ materially from those expected,
estimated or projected. 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. Specific reference is made to the risk
factors included in the Circular and in Greencore's annual report for the
52-week period ended 27 September 2024 for a more detailed discussion of some
of the factors which may affect Greencore's ability to achieve the
expectations set forth in the forward-looking statements contained in this
announcement.

Neither Greencore nor Bakkavor assumes any obligation to update or correct the
information contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law. All subsequent written or oral forward-looking statements attributable to
Greencore or Bakkavor or any person acting on their behalf are qualified by
the cautionary statements herein.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 one per cent. 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, 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 pm (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 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 websites

A copy of this announcement will be made available at
https://www.greencore.com/ (https://www.greencore.com/) and www.bakkavor.com
(http://www.bakkavor.com) 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.

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