Interim Results

Greencore Group PLC
5 June 2001


Greencore Group plc

Interim Statement of results for the half year ended 

30 March 2001


Highlights

half year ended 30 March 2001


*Sales up from e420m to e729m.

*Operating Profit before goodwill amortisation and

exceptional items up from e35.3m to e46.7m.

*Adjusted earnings per share 14.2c.

*Interim dividend 3.45p.

*Good progress on restructuring and integration

of Hazlewood.



Interim Statement

half year ended 30 March 2001



Results

Sales increased by Euro309m from Euro420m to Euro729m with Euro269m of the
increase coming from acquisitions. Operating profit before goodwill
amortisation, exceptional items and associates increased by 32% from Euro35.3m
to Euro46.7m. Adjusted earnings per share were 14.2c (prior period 15c). An
interim dividend of IR3.45p (4.380596c) is to be paid which is in line with
last year's interim payment.

Acquisition of Hazlewood Foods

The acquisition of Hazlewood Foods plc, a leading U.K. and continental
European based convenience food manufacturer, was completed on 9th January,
2001. This was an important milestone in the development of the Group. The
combination of Greencore and Hazlewood has a very strong strategic,
operational and financial rationale. Strategically, it gives the Group
significantly larger scale in growth markets; operationally, it provides an
excellent blend of Greencore's proven operational and rationalisation skills
with Hazlewood's strong product innovation, customer relationships and sales
and marketing skills; financially, it provides the opportunity for synergies
and a higher future earnings growth profile.

Good progress has been made in realising benefits from the restructuring and
integration of Hazlewood. The combination of Greencore's pizza and ambient
sauce operations with the equivalent Hazlewood businesses has commenced; the
Hazlewood head office at Derby has been closed and a new streamlined
divisional structure introduced.

The acquisition of Hazlewood, before exceptional items, was earnings enhancing
in the period. Excellent progress has been made towards the achievement of the
annual cost savings of over Stg£7m per annum anticipated in the shareholder
circular of November 2000 to be achieved by the end of the second full year
following the acquisition. Excellent progress has also been made towards
restructuring and eliminating loss making operations through the sale of the
F.H. Lee paper business and the Rowan readymeals operation together with the
planned closure of the Dunstable frozen readymeals business.

The changing shape of Greencore's business following the acquisition of
Hazlewood, together with the consequent restructuring and management changes,
requires a revision of the segmental analysis of the Group's sales and
operating profit. The sectors now comprise Ingredients, which includes sugar
as well as the flour, malt and edible oils operations previously included in
the Food and Ingredients sector; Ambient Grocery, which includes the baked
goods, dried soups and sauces, ambient bottled sauces businesses previously
included in Food and Ingredients together with the relevant Hazlewood
operations; Chilled and Frozen, which includes the pizza and frozen savoury,
frozen desserts and non-dairy spreads businesses previously included in Food
and Ingredients together with the chilled and frozen businesses from
Hazlewood; and Agribusiness which remains unchanged. Prior periods have been
restated to reflect these changes.

Review of Operations

Ingredients

Sales increased by 4% from Euro230m to Euro239m while operating profit
declined by 2% from Euro20.5m to Euro20.1m. Sugar sales and profitability
showed a small decline in the period with a lower volume of sale of quota
sugar outside Ireland than in the comparative period. The 2000/2001 sugar
campaign produced 219,000 tonnes of sugar which was 23,000 tonnes above the
reduced quota of 196,000 tonnes (previously 200,200 tonnes). The beet pulp
by-product operations saw an improvement in sales and profitability with
demand generally strong as a result of poor weather conditions. Malt
operations showed a good increase in both sales and operating profit with both
the U.K. and Belgium operations achieving improved results, particularly from
exports. The Irish flour market continued to be difficult with a decline in
operating profit despite strong performances in oatmeal and speciality and
heat treated flours. Edible oils continued to show good progress.

Ambient Grocery

Turnover increased from Euro103m to Euro199m with operating profit increasing
from Euro8.7m to Euro11.4m. The main acquired Hazlewood businesses in this
sector include bottled sauces, pickles and vinegar, cakes, bottled water and
horticulture.

Overall trading within this group of acquired businesses was good. Some
commissioning difficulties are being experienced in the major new Hull
speciality and celebration cake bakery, which will incorporate operations
previously carried out at five separate sites, but these are being dealt with.
Excellent progress, as a result of exceptional effort from all concerned, was
made in overcoming the problems arising from the pre-acquisition flood at the
Selby bottled sauces and pickles plant.

In baked goods, profit showed a significant decline on the prior period as a
result of the very difficult U.K. bread market and increased distribution
costs. In dried soups and sauces, there was a good increase in both sales and
profit.

Chilled and Frozen

Operating profit of Euro10.3m was earned in the period on sales of Euro231.7m
as compared with an operating profit of Euro1.7m on sales of Euro24.4m in the
prior period. The main Hazlewood businesses included in this sector are
sandwiches, chilled pizza, chilled sauces, chilled quiche, readymeals, fish
and meat. Additionally Greencore's pizza, frozen savoury, frozen desserts and
non-dairy spreads businesses, previously included in Food and Ingredients, are
now part of this sector. In sandwiches, the commissioning of the major new
facility at Manton Wood was successfully completed. In pizza, the Greencore
and Hazlewood businesses have been merged. Chilled sauces achieved good
progress in the period in a strong market. In ready meals, good progress is
being made through the product development programme together with
rationalisation measures already taken. Meat products results were impacted by
some of the effects of the foot and mouth outbreak which are now diminishing
and, in fish, restrictions on catch quotas increased costs.

Agribusiness

Operating profits increased from Euro4.4m to Euro4.9m on sales down by 6% from
Euro62.3m to Euro58.8m. This improvement was achieved despite a slow start to
the key spring selling period as a result of poor weather conditions and steps
being taken by the Irish Farmers Association in pursuit of its claim for a
higher sugar beet price.

Associates

Share of profits of associates, net of share of interest payable and goodwill
amortisation, declined from Euro4.9m to Euro1.9m due to the fact that Imperial
Sugar is no longer dealt with as an associate. Imperial Sugar contributed Euro
3.3m in the comparative period.

Finance

Net interest payable increased from Euro7.3m to Euro20.4m as a result of the
acquisition of Hazlewood at a cost of Euro443m (inclusive of acquisition costs
and finance fees) together with borrowings acquired of Euro277m. Interest cost
also includes the finance cost of the shareholding in Hazlewood acquired in
the months preceding the completion of the offer. Net debt increased from Euro
198m at the year-end to Euro874m at the half-year as a result of the Hazlewood
acquisition and a higher level of capital expenditure offset by the continuing
strong cash flow of the Group. The exceptional cost within operating profit of
Euro1.5m relates to the start-up costs of the two major new Hazlewood
facilities. The exceptional charge of Euro7.9m relates to the initial costs of
a fundamental re-organisation of the Group including the integration of the
sauce and pizza operations, the rationalisation of the readymeals operations,
the re-positioning of certain Group businesses, the restructuring of the
divisional operations and the consequential closure of the former head office
of Hazlewood. Net capital expenditure in the period increased from Euro13.4m
to Euro32.5m with Euro21m of this relating to Hazlewood, principally in
relation to the major projects in sandwiches and cakes. Tax decreased from
Euro4.3m to Euro0.6m (net of a credit of Euro0.4m in relation to the
exceptional charges) as a result of the changed structure of the Group
together with the impact of the increase in capital expenditure projections
consequent upon the acquisition of the growth businesses within Hazlewood.
Earnings per share, adjusted to eliminate exceptional items (net of tax),
goodwill amortisation and amortisation of finance facility issue costs,
decreased by 5.3% from 15c to 14.2c. Basic earnings per share were 7.2c (2000:
14.7c).

Current Trading and Outlook

Good progress has been made in realising the benefits of the Hazlewood
acquisition and in reshaping the operations. The process is on schedule as per
our stated timeframe. Much remains to be done and continued progress is the
Group's clear priority. The Group's disposal and debt reduction programme is
also proceeding in line with our timetable and plans.

In Ingredients, action has been taken to improve the return on capital
employed in the flour business and the outlook for malt is for further
improvement in the second half of the year. In sugar, as previously reported,
the reduction of quota and the difficulty of passing on any inflationary cost
increases in a market which is increasingly priced on a pan-European basis
will impact sugar profits in the current year. The E.U. has recently agreed
the renewal of the sugar regime to 1 July 2006. The renewal includes the
abolition of the storage equalisation scheme and provisions for a Commission
study and report in 2003. The removal of the storage equalisation scheme, and
the consequent drop in the effective support price, does not mean a
commensurate drop in the price of sugar, with storage costs simply becoming
purely commercial instead of institutional.

In Ambient Food, trading continues to be satisfactory in a tough food
environment. In horticulture, tomato yields are significantly below normal
levels.

In Chilled and Frozen foods, the market continues to demonstrate good growth
in the sectors in which the Group operates and our businesses are well
positioned and well invested to exploit these opportunities. The major new
pizza topping facility in North Wales is expected to start to come into
production in the latter part of this calendar year.

The enlarged Group has a greatly improved balance of strong, cash generative
but lower growth businesses together with convenience food operations with
excellent market positions in some of the fastest growing segments of the
European convenience food market. Much remains to be done to maximise the
benefits and opportunities now available to Greencore. We are confident that
excellent value will be generated for customers and shareholders.

A.D. Barry

Chairman 5 June 2001



Greencore Group plc

Consolidated Profit and Loss Account

half year ended 30 March 2001
                                                 Half Year  Half Year Full Year
                                                        to         to        to
                                                  30 March   24 March        29
                                                                      September
                                                      2001       2000      2000
                                               (Unaudited) (Unaudited) (Audited)
                                          Notes   Euro'000   Euro'000  Euro'000

Turnover -
Continuing operations                              459,419    419,866   905,933
Acquisitions                                       269,438          -         -
                                              1    728,857    419,866   905,933
Operating profit before goodwill
amortisation
and exceptional items -
Continuing operations                               30,522     35,278    80,165
Acquisitions                                        16,206          -         -
                                              1     46,728     35,278    80,165
Goodwill amortisation                              (3,548)      (354)     (844)
Exceptional items                             2    (1,512)          -         -
Operating profit                                    41,668     34,924    79,321
Share of operating profit of associated
undertakings
before goodwill amortisation and                     1,916      9,364    10,962
exceptional items
Goodwill amortisation of associates                      -      (170)     (170)
Share of operating profit of associated              1,916      9,194    10,792
undertakings
                                                    43,584     44,118    90,113
Exceptional items                             3    (7,865)          -  (63,322)
Profit on ordinary activities before                35,719     44,118    26,791
interest and taxation
Interest receivable and similar income               1,568      1,607     4,370
Interest payable and similar charges              (21,965)    (8,862)  (19,624)
Amortisation of issue costs of finance               (621)          -         -
facility
Share of interest receivable/(payable) -                17    (4,334)   (4,228)
associates
Profit on ordinary activities before                14,718     32,529     7,309
taxation
Taxation on profit on ordinary activities            (559)    (4,296)   (6,499)
Profit on ordinary activities after                 14,159     28,233       810
taxation
Minority interests                                   (781)      (770)   (1,679)
Profit/(loss) attributable to group                 13,378     27,463     (869)
shareholders
Dividends                                 4        (8,197)    (8,186)  (23,617)
Retained profit/(loss)                               5,181     19,277  (24,486)
Adjusted earnings per ordinary share      5
Basic                                                14.2c      15.0c     34.0c
Fully diluted                                        14.1c      14.9c     33.9c
Earnings/(loss) per ordinary share        5
Basic                                                 7.2c      14.7c    (0.5c)
Fully diluted                                         7.1c      14.6c    (0.5c)
Dividend per ordinary share               4          4.38c      4.38c    12.63c



Greencore Group plc

Consolidated Balance Sheet

at 30 March 2001
                                               30 March    24 March          29
                                                                      September
                                                   2001        2000        2000
                                            (Unaudited) (Unaudited)   (Audited)
                                               Euro'000    Euro'000    Euro'000

Fixed assets
Intangible assets                               249,363      13,921      32,781
Tangible assets                                 819,381     356,963     387,659
Financial assets                                  8,853      22,552       8,902
                                              1,077,597     393,436     429,342
Current assets
Stocks                                          336,300     219,787     180,090
Debtors                                         343,384     154,504     159,682
Cash and bank balances                          138,408      75,438     134,977
                                                818,092     449,729     474,749
Creditors
Amounts falling due within one year             541,769     240,787     257,103
Net current assets                              276,323     208,942     217,646
Total assets less current liabilities         1,353,920     602,378     646,988
Creditors
Amounts falling due after more than one       1,007,615     256,297     302,179
year
Provisions for liabilities and charges           36,302      36,464      41,406
Development grants                                1,679       2,235       2,057
                                              1,045,596     294,996     345,642
Net assets                                      308,324     307,382     301,346
Capital and reserves
Called up share capital                         120,991     120,824     120,880
Capital conversion reserve fund                     934         934         934
Share premium account                            84,681      84,350      84,488
Profit and loss account                          96,871      96,674      90,096
Shareholders' funds - equity interests          303,477     302,782     296,398
Minority interests - equity interests             4,847       4,600       4,948
                                                308,324     307,382     301,346


Greencore Group plc

Consolidated Cash Flow Statement

half year ended 30 March 2001


                                                 Half Year  Half Year Full Year
                                                        to         to        to
                                                  30 March   24 March        29
                                                                      September
                                                      2001       2000      2000
                                              (Unaudited) (Unaudited) (Audited)
                                                  Euro'000   Euro'000  Euro'000

Operating activities
Operating profit                                    41,668     34,924    79,321
Non cash items
- depreciation and amortisation                     27,861     15,639    30,974
- other (including translation differences)          4,256      2,188  (11,889)
Changes in working capital                          32,676   (59,665)  (32,451)
Cash flow from operating activities                106,461    (6,914)    65,955
Dividends from associates                            2,602      3,619     3,664
Returns on investments and servicing of finance   (31,757)    (8,196)  (17,020)
Taxation                                           (2,564)         66   (4,796)
Capital expenditure (net)                         (32,504)   (13,364)  (29,120)
(Acquisition) / disposal of subsidiary and       (430,105)      1,877  (18,139)
associated undertakings
Overdraft acquired                                (37,076)          -   (1,125)
Equity dividends paid                             (15,431)   (14,707)  (22,892)
Cash outflow before use of liquid resources and  (440,374)   (37,619)  (23,473)
financing
Management of liquid resources                      48,727     32,218  (13,288)
Financing                                          459,586    (3,896)    41,978
Increase (decrease) in cash in the period           67,939    (9,297)     5,217
Increase (decrease) in cash in the period           67,939    (9,297)     5,217
Cash flow from movements in debt and lease       (459,283)      4,930  (41,656)
financing
Cash flow from movements in liquid resources      (48,727)   (32,218)    13,288
Change in net debt resulting from cash flow      (440,071)   (36,585)  (23,151)
Loans and finance leases acquired with           (240,336)          -   (6,520)
subsidiaries
Finance leases                                     (1,461)          -         -
Loan notes                                             446          -  (10,055)
Translation differences                              5,305    (8,098)   (6,709)
Movement in net debt in period                   (676,117)   (44,683)  (46,435)
Net debt at start of period                      (197,605)  (151,170) (151,170)
Net debt at end of period                        (873,722)  (195,853) (197,605)



Greencore Group plc

Statement of Total Recognised Gains and Losses

half year ended 30 March 2001




                                                Half Year  Half Year  Full Year
                                                       to         to         to
                                                 30 March   24 March         29
                                                                      September
                                                     2001       2000       2000
                                              (Unaudited) (Unaudited)  (Audited)
                                                 Euro'000   Euro'000   Euro'000
Profit/(loss) for year attributable to group       13,378     27,463      (869)
shareholders
Exchange adjustments                                1,594    (1,152)    (3,932)
Total recognised gains/(losses) for the year       14,972     26,311    (4,801)




Greencore Group plc

Notes

half year ended 30 March 2001

1. Analysis of Results by activity



                     Half Year to       Half Year to         Full Year to
                    30 March 2001       24 March 2000      29 September 2000

                                        (As restated)        (As restated)
                  Turnover Operating  Turnover Operating  Turnover   Operating
                              Profit              Profit                Profit
                  Euro'000  Euro'000  Euro'000  Euro'000  Euro'000    Euro'000

Ingredients        239,068    20,119   230,088    20,467   487,489      49,165

Ambient Grocery    199,334    11,378   102,999     8,699   215,848      16,127

Chilled & Frozen   231,665    10,346    24,444     1,709    55,616       4,655

Agribusiness        58,790     4,885    62,335     4,403   146,980      10,218

                   728,857    46,728   419,866    35,278   905,933      80,165


Segmental figures for the half-year to 24 March 2000 and year to 29 September
2000 have been restated to reflect the changes in group structure following
the acquisition of Hazlewood Foods plc.

As required by FRS2, results exclude certain acquired subsidiaries held
exclusively for resale, principally FH Lee and Rowan.

2. The exceptional charge of Euro1.512m relates to start-up costs on the two
major plants commissioned in the period.

3. The exceptional charge of Euro7.865m relates to the initial costs of a
fundamental re-organisation and restructuring of the Group's operations
following the acquisition of Hazlewood Foods plc. The exceptional item in 2000
relates to a profit on the disposal of property of Euro7.62m and write-off of
an investment in an associate company, Imperial Sugar, of Euro32.12m, together
with the reinstatement of goodwill previously written off directly against
reserves of Euro38.822m.

4. The Interim Dividend of IR3.45p (4.380596c) per share (2000:IR3.45p
(4.380596c)) is payable on 23 July 2001 to shareholders on the Register of
Members as at 15 June 2001. It is subject to dividend withholding tax although
certain classes of shareholders may qualify for exemption.

5. The calculation of earnings per share is based on earnings of Euro13.38m
(2000: Euro27.46m) and on 187 million ordinary shares (2000: 187 million)
being the weighted average number of shares in issue during the period. The
calculation of adjusted earnings per share is after elimination of goodwill
amortisation of Euro3.55m, amortisation of acquisition finance facility costs
of Euro0.62m and exceptional charges of Euro8.96m (after tax relief of Euro
0.42m). The calculation of adjusted earnings per share in the first half of
2000 is after elimination of goodwill amortisation of Euro0.524m. The
calculations of earnings per share exclude 4.9m treasury shares arising from
the share repurchase programme.

6. The figures for the half-years ended 30 March 2001 and 24 March 2000 are
unaudited. The figures for the full year ended 29 September 2000 represent an
abbreviated version of the Group's full accounts for the year which have been
filed with the Registrar of Companies and on which the Auditors gave an
unqualified audit report.

7. The foregoing accounts are prepared on the basis of the accounting policies
set out in the 2000 Annual Report.

8. The interim report is being sent by post to all registered shareholders.
Copies are also available to the public from the Company's registered office
at St Stephen's Green House, Earlsfort Terrace, Dublin 2 and from
Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road,
Sandyford Industrial Estate, Dublin 18.