Preference Share Offer

Greencore Group PLC
2 February 2001


 Not for release, publication or distribution in or into the United States,
                         Canada, Australia or Japan
                                      
                      Greencore Group plc ('Greencore')
                                      
     Cash offer for the preference share capital of Hazlewood Foods plc
                                ('Hazlewood')
                                      
                                      
Greencore   announces  that  Greencore  UK  Holdings  plc,  its  wholly-owned
subsidiary,  is making a cash offer (the 'Preference Offer') to  acquire  all
the  issued 7.5 per cent. cumulative participating preference shares  in  the
share  capital of Hazlewood (the Hazlewood Preference Shares). The Preference
Offer will be made on the following basis:

For each Hazlewood Preference Share                    197 pence in cash

The  Preference  Offer values the entire issued preference share  capital  of
Hazlewood  at  £118,200. The Preference Offer price represents a  premium  of
approximately 77 per cent. over the closing middle market price of 111.5p per
Hazlewood Preference Share (as derived from the Official List) on 1  February
2001 (the last day before this  announcement).  The last reported trade of a
Hazlewood Preference Share was on 4 January 1999 at 108p per share.

The offer document containing the Preference Offer will be posted today.

2 February 2001

Enquiries:

Greencore                               [phone]
Ben Power