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Greencore Group PLC (GNC)

  Print      Mail a friend       Annual reports

Friday 10 November, 2000

Greencore Group PLC

Recommended Cash Offer-Pt.2

Greencore Group PLC
10 November 2000

Part 2



                                 APPENDIX I
                                      
              Conditions and certain further terms of the Offer
                                      
The Offer is being made by SSSB on behalf of the Offeror.
    
The  Offer, which will be made by SSSB on behalf of the Offeror, will  comply
with the rules and regulations of the Irish Stock Exchange and the UK Listing
Authority and the London Stock Exchange and the City Code.

Part  A:       Conditions of the Offer

The Offer will be subject to the following conditions:

(a) valid  acceptances  being received (and not, where permitted,  withdrawn)
    by  not  later than 3.00 p.m. on the first closing date of the Offer  (or
    such  later  time(s) and/or date(s) as the Offeror may, with the  consent
    of  the  Panel or in accordance with the Code, decide) in respect of  not
    less  than  90  per cent. (or such lower percentage as  the  Offeror  may
    decide)  in  nominal  value of the Hazlewood Shares to  which  the  Offer
    relates,  provided that this condition shall not be satisfied unless  the
    Offeror  and/or any of its wholly-owned subsidiaries shall have  acquired
    or  agreed  to  acquire,  whether pursuant to  the  Offer  or  otherwise,
    Hazlewood  Shares  carrying in aggregate more than 50 per  cent.  of  the
    voting   rights  then  normally  exercisable  at  general   meetings   of
    Hazlewood.  For the purposes of this condition:
    (i)  shares  which  have  been  unconditionally allotted  but  not  issued
         before  the  Offer  becomes  or  is  declared  unconditional  as  to
         acceptances  shall be deemed to carry the voting  rights  they  will
         carry  on  being entered into the Register of Members of  Hazlewood;
         and
    (ii) the expression 'Hazlewood Shares to which the Offer relates'  shall
         be  construed  in  accordance  with sections  428  to  430F  of  the
         Companies Act 1985, as amended;
    
(b) (i)  the  Office  of Fair Trading in the United Kingdom  indicating,  in
         terms satisfactory  to the Offeror, that it is not the intention  of 
         the Secretary  of  State   for  Trade and Industry  to  refer  the   
         proposed acquisition  of  Hazlewood  by  the    Offeror  or  any     
         matter arising therefrom or related thereto, to the Competition      
         Commission;
    (ii) to  the  extent  that  the  Irish Mergers, Takeovers  and  Monopolies
         (Control)  Act, 1978  as  amended  (the  'Mergers   Act')   is
         applicable,  the  Minister for Enterprise, Trade and  Employment  of
         Ireland, without having referred the notification to the Competition
         Authority  for investigation, having stated in writing, pursuant  to
         section  7(a)  of  the  Mergers Act, in terms  satisfactory  to  the
         Offeror that she does not intend to make an order under section 9 of
         that Act in relation to the Offer;
    
(c)  insofar  as  the  Offer constitutes a concentration  with  a  Community
    dimension within the scope of Council Regulation (EEC) 4064/89 (as        
    amended)(the 'Regulation'):
    (i)  the  European  Commission indicating, in terms  satisfactory  to  the
         Offeror,  that  it  does  not intend to initiate  proceedings  under
         Article  6(1)(c)  of  the  Regulation in  respect  of  the  proposed
         acquisition of Hazlewood by the Offeror;
    (ii) in  the event that a request under Article 9(2) of the Regulation has
         been made by a European Union or EFTA state, the European Commission
         indicating, in terms satisfactory to the Offeror, that it  does  not
         intend to refer the proposed acquisition of Hazlewood by the Offeror
         or any aspect of such proposed acquisition, to a competent authority
         of a European Union or EFTA state in accordance with Article 9(3) of
         the Regulation; and
    (iii)no  indication having been made that a European Union  or  EFTA
         state  may take appropriate measures to protect legitimate interests
         pursuant  to  Article 21(3) of the Regulation  in  relation  to  the
         proposed  acquisition of Hazlewood by the Offeror or any  aspect  of
         such acquisition;
(d) the passing at an extraordinary general meeting (or at any adjournment
    thereof) of Greencore of such resolution or resolutions as are necessary  
    to approve, implement and effect the Offer and the acquisition of any     
    Hazlewood Shares;
(e) there being no provision of any agreement, arrangement, licence, permit
    or other instrument to which any member of the Hazlewood Group is a party 
    or by or to which any such member or any of its assets may be bound,      
    entitled or subject, which in consequence of the Offer or the proposed    
    acquisition of any shares or other securities in Hazlewood or because of a
    change in the control or management of Hazlewood or otherwise, could or   
    might result (to an extent which is material in the context of the        
    Hazlewood Group taken as a whole) in:
    (i) any   moneys  borrowed  by  or  any  other  indebtedness  (actual  or
        contingent)  of,  or grant available to, any such member,  being  or
        becoming   repayable   or  capable  of  being   declared   repayable
        immediately  or  earlier than their or its stated maturity  date  or
        repayment date or the ability of any such member to borrow moneys or
        incur any indebtedness being withdrawn or inhibited or being capable
        of becoming or being withdrawn or inhibited;
    (ii)any  such  agreement, arrangement, licence, permit or  instrument  or
        the rights, liabilities, obligations or interests of any such member
        thereunder  being  terminated  or  modified  or  affected   or   any
        obligation   or  liability  arising  or  any  action   being   taken
        thereunder;
    (iii)any assets or interests of any such member being or falling  to
         be  disposed of or charged or any right arising under which any such
         asset or interest could be required to be disposed of or charged (in
         each  case save as disclosed in writing to the Offeror prior  to  10
         November 2000);
    (iv) the  creation  or  enforcement  of  any  mortgage,  charge  or  other
         security  interest  over  the whole or any  part  of  the  business,
         property or assets of any such member;
    (v)  the  rights, liabilities, obligations or interests of any such member
         in,  or  the business of any such member with, any person,  firm  or
         body  (or  any  arrangement or arrangements  relating  to  any  such
         interest  or  business)  being  terminated,  adversely  modified  or
         affected;
    (vi) the  value  of  any such member or its financial or trading  position
         being prejudiced or adversely affected;
    (vii)any  such member ceasing to be able to carry on business  under
         any name under which it presently does so; or
    (viii)the  creation  of any liability, actual or contingent,  by  any
         such member, and no event having  occurred  which,  under  any       
         provision  of  any agreement, arrangement, licence, permit or other  
         instrument to which  any member  of  the  Hazlewood Group is a party 
         or by or to  which  any  such member  or  any  of its assets may be  
         bound, entitled or  subject,  could result  in any of the events or  
         circumstances as are referred to in  sub-paragraphs (i) to (viii) of 
         this paragraph (e) provided always that  such event  or circumstance 
         is material in the context of the Hazlewood Group taken as a whole;
(f) no  government  or  governmental,  quasi-governmental,  supranational,
    statutory, regulatory, environmental or investigative body, court,  trade
    agency, association, institution or any other body or person whatsoever in
    any jurisdiction (each a 'Third Party'), other than in respect of the     
    subject matter referred to in paragraphs (b) or (c) above, having decided 
    to take, institute, implement or threaten any action, proceeding, suit,   
    investigation, enquiry or reference, or announced it is considering the   
    same or enacted, made or proposed any statute, regulation, decision or    
    order, or having taken any other steps which would or might reasonably be 
    expected to:
    (i) require,  prevent  or  delay  the divestiture,  or  alter  the  terms
         envisaged  for  any  proposed divestiture,  by  any  member  of  the
         Greencore Group or any member of the Hazlewood Group of all  or  any
         portion of their respective businesses, assets or property or impose
         any  limitation  on  the  ability of any of them  to  conduct  their
         respective  businesses  (or any of them) or  to  own  any  of  their
         respective assets or properties or any part thereof;
    (ii) require,  prevent  or  delay the divestiture by  any  member  of  the
         Greencore Group of any shares or other securities in Hazlewood;
    (iii)impose  any limitation on, or result in a delay in, the ability
         of  any  member  of  the Greencore Group directly or  indirectly  to
         acquire  or  to  hold  or  to  exercise effectively  any  rights  of
         ownership  in  respect of shares or loans or securities  convertible
         into  shares  or  any  other securities (or the equivalent)  in  any
         member  of the Hazlewood Group or the Greencore Group or to exercise
         management control over any such member;
    (iv) otherwise   adversely  affect  the  business,  assets,   profits   or
         prospects  of any member of the Greencore Group or of any member  of
         the Hazlewood Group;
    (v)  make  the  Offer or its implementation or the acquisition or proposed
         acquisition by the Offeror or any member of the Greencore  Group  of
         any  shares  or other securities in, or control of, Hazlewood  void,
         illegal and/or unenforceable under the laws of any jurisdiction,  or
         otherwise,  directly  or indirectly, restrain,  restrict,  prohibit,
         delay  or  otherwise materially interfere with the same,  or  impose
         additional  conditions  or  obligations  with  respect  thereto,  or
         otherwise challenge or interfere therewith;
    (vi) require  any member of the Greencore Group or the Hazlewood Group  to
         offer  to acquire any shares or other securities (or the equivalent)
         or  interest  in any member of the Hazlewood Group or the  Greencore
         Group owned by any third party;
    (vii)impose  any  limitation on the ability of  any  member  of  the
         Hazlewood Group to co-ordinate its business, or any part of it, with
         the businesses of any other members; or
    (viii)result  in any member of the Hazlewood Group ceasing to be able  to
         carry on business under any name under which it presently does so;
         which  in each case is material in the context of the Hazlewood Group
         or the Greencore Group in either case taken as a whole;
(g) (other  than in respect of the subject matter referred to in paragraphs
    (b) or (c) above), all necessary filings or applications having been made 
    in connection with the Offer and all statutory or regulatory obligations  
    in any jurisdiction having been complied with in connection with the Offer
    or the acquisition by any member of the Greencore Group of any shares  or 
    other securities  in, or control of, Hazlewood and all authorisations,    
    orders, recognitions,  grants,  consents,  licences,  confirmations,      
    clearances, permissions and approvals necessary or appropriate for or in  
    respect of the Offer including, without limitation, its implementation and
    financing or the proposed acquisition of any shares or other securities   
    in, or control of, Hazlewood by any member of the Greencore Group having  
    been obtained in terms and in a form reasonably satisfactory to the
    Offeror from all appropriate
    Third Parties or persons with whom any member of the Hazlewood Group  has
    entered into contractual arrangements and all such authorisations, orders,
    recognitions,  grants,  consents,  licences,  confirmations,  clearances,
    permissions and approvals together with all material authorisations
    orders,
    recognitions, grants, licences, confirmations, clearances, permissions and
    approvals necessary or appropriate to carry on the business of any member   
   of the Hazlewood Group remaining in full force and effect and  all  filings
    necessary for such purpose having been made and there being no notice  or
    intimation of any intention to revoke or not to renew any of the same at
    the time at which the Offer becomes otherwise unconditional and all         
   necessary statutory or regulatory obligations in any jurisdiction having     
  been complied with;
(h)  except  as  publicly announced by Hazlewood on or prior to 10  November  
     2000 no member of the Hazlewood Group having, since Hazlewood's last year
     end (31 March, 2000):
    (i) save  as between Hazlewood and wholly-owned subsidiaries of Hazlewood
         or  for  Hazlewood Shares issued pursuant to the exercise of options
         or  awards granted under the Hazlewood Share Option Schemes, issued,
         authorised or proposed the issue of additional shares of any class;
    (ii)save  as between Hazlewood and wholly-owned subsidiaries of Hazlewood
         or  for  the  grant of options  or awards under the Hazlewood  Share
         Option  Schemes, issued or agreed to issue, authorised  or  proposed
         the  issue  of  securities convertible into shares of any  class  or
         rights,  warrants or options to subscribe for, or acquire, any  such
         shares or convertible securities;
    (iii)      other   than  to  another  member  of  the  Hazlewood   Group,
         recommended,  declared,  paid  or made  or  agreed  or  resolved  to
         recommend,  declare,  pay  or  make any  bonus,  dividend  or  other
         distribution whether payable in cash or otherwise;
    (iv)save  for  intra-Hazlewood  Group transactions  or  in  the  ordinary
         course  of  business, merged or demerged with any body corporate  or
         acquired  or  disposed of or transferred, mortgaged  or  charged  or
         created any security interest over any assets or any right, title or
         interest  in  any asset (including shares and trade investments)  or
         authorised  or  announced  any  intention  to  propose  any  merger,
         demerger,  acquisition or disposal, transfer,  mortgage,  charge  or
         security interest (in each case save as disclosed in writing to  the
         Offeror prior to 10 November 2000);
    (v) save  for  intra-Hazlewood Group transactions, made or authorised  or
         announced an intention to propose any change in its loan capital;
    (vi)issued, authorised or announced the issue of any debentures or  (save
         for intra-Hazlewood Group transactions or in the ordinary course  of
         business)  incurred or increased any indebtedness or become  subject
         to any contingent liability;
    (vii)     purchased,  redeemed  or repaid or announced  any  proposal  to
         purchase,  redeem or repay any of its own shares or other securities
         or  reduced  or  (save in respect to the matters mentioned  in  sub-
         paragraph (i) above) made any other change to any part of its  share
         capital;
    (viii)implemented,   or  authorised,  or  announced  its   intention   to
         implement,  any reconstruction, amalgamation, scheme, commitment  or
         other  transaction  or arrangement otherwise than  in  the  ordinary
         course  of business or entered into or materially changed the  terms
         of any contract with any director or senior executive;
    (ix)entered  into  or varied or authorised or announced its intention  to
         enter  into or vary any contract, transaction or commitment (whether
         in  respect of capital expenditure or otherwise) which is of a  long
         term,  onerous or unusual nature or magnitude or which is  or  could
         have  a material effect on the businesses of the Hazlewood Group  or
         the  Greencore  Group  in either case taken  as  a  whole  or  which
         involves  or  could  involve  an obligation  of  such  a  nature  or
         magnitude or which is other than in the ordinary course of business;
    (x) (other  than in respect of a member which is dormant and was  solvent
         at  the  relevant time) taken any corporate action or had any  legal
         proceedings  started  or threatened against it for  its  winding-up,
         dissolution or reorganisation or for the appointment of a  receiver,
         administrative  receiver, administrator, trustee or similar  officer
         of all or any of its assets or revenues or any analogous proceedings
         in any jurisdiction or had any such person appointed;
    (xi)entered into any contract, transaction or arrangement which would  be
         restrictive on the business of any member of the Hazlewood Group  or
         the  Greencore Group other than a nature and extent which is  normal
         in the context of the business concerned;
    (xii)     waived  or  compromised  any claim which  is  material  in  the
         context  of the Hazlewood Group taken as a whole otherwise  than  in
         the ordinary course of business; or
    (xiii)entered  into  any contract, commitment, arrangement  or  agreement
         otherwise  than  in the ordinary course of business  or  passed  any
         resolution  or  made any offer (which remains open  for  acceptance)
         with  respect  to or announced any intention to, or to  propose  to,
         effect  any  of the transactions, matters or events referred  to  in
         this condition;
    and,  for  the purposes of paragraphs (iii), (iv), (v) and (vi)  of  this
    condition,  the  term  'Hazlewood Group' shall  mean  Hazlewood  and  its
    wholly-owned subsidiaries;
(i)   since 31 March 2000 and save as disclosed in the accounts for the  year
    then ended or as publicly announced by Hazlewood on or prior to 10 
    November 2000:
    (i)  no adverse  change or deterioration having occurred in the business,
         assets, financial or trading position or profits or prospects of any
         member  of  the Hazlewood Group which is material in the context  of
         the Hazlewood Group taken as a whole;
    (ii) no litigation, arbitration proceedings, prosecution or  other  legal
         proceedings  to which any member of the Hazlewood Group  is  or  may
         become a party (whether as a plaintiff, defendant or otherwise)  and
         no  investigation by any Third Party against or in  respect  of  any
         member  of  the Hazlewood Group having been instituted announced  or
         threatened by or against or remaining outstanding in respect of  any
         member  of  the  Hazlewood Group which in any  such  case  might  be
         expected  to  have a material adverse effect on the Hazlewood  Group
         taken as a whole;
    (iii)no  contingent  or  other  liability having  arisen  or  become
         apparent  to  the Offeror which would be likely to have  a  material
         adverse effect on the Hazlewood Group taken as a whole; and
    (iv) no  steps  having  been  taken which are  likely  to  result  in  the
         withdrawal, cancellation, termination or modification of any licence
         held by any member of the Hazlewood Group which is necessary for the
         proper carrying on of its business;
(j)   save as publicly announced by Hazlewood on or prior to 10 November 2000
      or as otherwise fairly disclosed in writing to the Offeror prior to that
      date by or on behalf of any member of the Hazlewood Group, the Offeror    
     not having discovered that:
    (i)  any  financial,   business  or  other  information  concerning   the
         Hazlewood  Group as contained in the information publicly  disclosed
         at  any time by or on behalf of any member of the Hazlewood Group is
         misleading, contains a misrepresentation of fact or omits to state a
         fact necessary to make that information not misleading; or
    (ii) any  member  of  the  Hazlewood Group is  subject  to  any  liability
         (contingent  or  otherwise) which is not  disclosed  in  the  annual
         report  and  accounts of Hazlewood for the year ended 31 March  2000
         and which is material in the context of the Hazlewood Group taken as
         a whole.
(k)  the Offeror not having discovered that:
    (i)  any  past  or  present member of the Hazlewood Group  has  failed  to
         comply with any and/or all applicable legislation or regulation,  of
         any  jurisdiction  with regard to the disposal,  spillage,  release,
         discharge,  leak or emission of any waste or hazardous substance  or
         any  substance likely to impair the environment or harm human health
         or  animal health or otherwise relating to environmental matters, or
         that  there has otherwise been any such disposal, spillage, release,
         discharge,  leak or emission (whether or not the same constituted  a
         non-compliance   by  any  person  with  any  such   legislation   or
         regulations,  and  wherever the same may have taken  place)  any  of
         which disposal, spillage, release, discharge, leak or emission would
         be  likely  to give rise to any liability (actual or contingent)  on
         the  part of any member of the Hazlewood Group which is material  in
         the context of the Hazlewood Group as a whole; or
    (ii) there  is,  or  is  likely  to  be, for  that  or  any  other  reason
         whatsoever,  any liability (actual or contingent)  of  any  past  or
         present  member  of  the  Hazlewood  Group  to  make  good,  repair,
         reinstate or clean up any property or any controlled waters  now  or
         previously owned, occupied, operated or made use of or controlled by
         any  such  past or present member of the Hazlewood Group, under  any
         environmental legislation, regulation, notice, circular or order  of
         any  government, governmental, quasi-governmental,  state  or  local
         government,  supranational,  statutory  or  other  regulatory  body,
         agency,  court,  association or any other  person  or  body  in  any
         jurisdiction,  which  is material in the context  of  the  Hazlewood
         Group as a whole.
    
    For   the   purposes  of  these  conditions,  for  Hazlewood  'subsidiary
    undertaking',  'associated  undertaking'  and  'undertaking'   have   the
    meanings  given  in  the Companies Act 1985, as amended,  of  the  United
    Kingdom  other than paragraph 20(1)(b) of Schedule 4A to that  Act  which
    shall  be  excluded for this purpose, and for Greencore 'subsidiary'  and
    'subsidiary  undertaking'  have  the respective  meanings  given  in  the
    Companies  Acts,  1963  to 1999 of Ireland and the  European  Communities
    (Companies Group Account) Regulations, 1992.
    
    Subject to the requirements of the Panel, the Offeror reserves the  right
    (but shall be under no obligation) to waive, in whole or in part, all  or
    any of the above conditions, except conditions (a) and (d).
    
    Conditions  (b),  (c)  and (e) to (k) (inclusive) must  be  fulfilled  or
    waived  by midnight on the 21st day after the later of the first  closing
    date  of  the Offer and the date on which condition (a) is fulfilled  (or
    in  each  such case such later date as the Offeror may, with the  consent
    of  the  Panel,  decide).  The Offeror shall be under  no  obligation  to
    waive  or  treat as satisfied any of the conditions (b), (c) and  (e)  to
    (k)  (inclusive)  by a date earlier than the latest date specified  above
    for  the  satisfaction thereof, notwithstanding that the other conditions
    of  the Offer may at such earlier date have been waived or fulfilled  and
    that there are at such earlier date no circumstances indicating that  any
    of such conditions may not be capable of fulfilment.
    
    If  the  Offeror is required by the Panel to make an offer for  Hazlewood
    Shares  under the provisions of Rule 9 of the Code, the Offeror may  make
    such  alterations  to  any of the above conditions as  are  necessary  to
    comply with the provisions of that Rule.
    
    The  Offer  will lapse if the acquisition of Hazlewood by the Offeror  is
    referred  to  the  Competition Commission or if the  European  Commission
    initiates  proceedings  in  respect of the  concentration  under  Article
    6(1)(c) of Council Regulation (EEC) 4064/89 or if it is referred  to  the
    Competition  Commission  following  a  reference  back  by  the  European
    Commission  to a competent authority in the United Kingdom under  Article
    9  of  Council  Regulation (EEC) 4064/89 before 3.00 p.m.  on  the  first
    closing  date of the Offer or the date on which the Offer becomes  or  is
    declared unconditional as to acceptances, whichever is the later.
    
    This  Offer  will  be  governed by English law  and  be  subject  to  the
    jurisdiction  of  the English courts, and to the further  terms  set  out
    below  and  set  out  or  referred to in the formal  Offer  Document  and
    related Form of Acceptance.
    


Part B:        Certain further terms of the Offer

The Offer will not be made, directly or indirectly, in or into, or by use  of
the  mails  of,  or  by  any  means  or instrumentality  (including,  without
limitation, facsimile transmission, telex, telephone or e-mail) of interstate
or  foreign commerce of, or of any facility of a national securities exchange
of,  the United States, Canada, Japan or Australia and the Offer will not  be
capable of acceptance by any such use, means, instrumentality or facility  or
from or within the United States, Canada, Japan or Australia.

Subject  to  the terms of the Offer, Hazlewood Shares will be acquired  under
the  Offer  free  from  all  liens, equities, charges,  equitable  interests,
encumbrances  and  other  interests and together with  all  rights  attaching
thereto.
                                      
                                      
                                 Appendix II
                                      
                                 Definitions

The  following  definitions  apply throughout this  Announcement  unless  the
context otherwise requires:

'Acquisition'         the proposed acquisition of the entire issued and to  be
                      issued  ordinary  share  capital  of  Hazlewood  by  the
                      Offeror pursuant to the Offer
'Announcement'        this press announcement issued on 10 November 2000
'Board of Greencore'  the board of directors of Greencore
'Board of Hazlewood'  the board of directors of Hazlewood
'Chase'               Chase Manhattan plc
'City Code' or        the City Code on Takeovers and Mergers
'Code'
'Directors'           the    directors   of   Hazlewood   or   Greencore   (as
                      appropriate) as at the date of this Announcement
'Enlarged Group'      the  Greencore  Group as enlarged by the acquisition  of
                      Hazlewood
'Form of Acceptance'  the  form  of acceptance and authority relating  to  the
                      Offer which will accompany the Offer Document
'Greencore'           Greencore Group plc
'Greencore Group'     Greencore,     its    subsidiaries,    its    subsidiary
                      undertakings  and, where the context  permits,  each  of
                      them
'Greencore            holders  of ordinary shares of E0.63 each in the capital
Shareholders'         of Greencore
'Hazlewood'           Hazlewood Foods plc
'Hazlewood Group'     Hazlewood,     its    subsidiaries,    its    subsidiary
                      undertakings  and, where the context  permits,  each  of
                      them
'Hazlewood            the   issued  7.5  per  cent.  cumulative  participating
Preferences Shares'   preference  shares  of  Stg£1 each  in  the  capital  of
                      Hazlewood
'Hazlewood Share      the  Hazlewood 1984 Executive Share Option  Scheme,  the
Option Schemes'       1987   Hazlewood  Group  Share  Purchase   Scheme,   the
                      Hazlewood  Long  Term Incentive Plan and  the  Hazlewood
                      (1998) Savings Related Share Option Scheme
'Hazlewood            holders of Hazlewood Shares
Shareholders'
'Hazlewood Shares'    means:
                      (i)  the  existing  issued  or unconditionally  allotted
                           ordinary  shares of Stg10p each in the  capital  of
                           Hazlewood; and
                      (ii) any  further ordinary shares of Stg10p each in  the
                           capital   of   Hazlewood  which   are   issued   or
                           unconditionally  allotted before the  Offer  closes
                           or  such  earlier date as the Offeror may  (subject
                           to the City Code) decide
'Ireland'             Ireland,  excluding  Northern  Ireland,  and  the   word
                      'Irish' should be construed accordingly
'Irish Stock          The Irish Stock Exchange Limited
Exchange'
'Listing Rules'       The  Listing  Rules of the Irish Stock Exchange  and  UK
                      Listing Authority
'London Stock         The London Stock Exchange plc
Exchange'
'Offer'               the  recommended  cash  offer to  be  made  by  Schroder
                      Salomon  Smith  Barney, on behalf  of  the  Offeror,  to
                      acquire  all  of  the Hazlewood Shares including,  where
                      the   context  so  requires,  any  subsequent  revision,
                      variation, extension or renewal of such offer
'Offer Document'      the  document to be despatched on behalf of the  Offeror
                      containing  and setting out the terms and conditions  of
                      the Offer
'Offeror'             Greencore UK Holdings plc, a wholly owned subsidiary  of
                      Greencore
'Panel'               The Panel on Takeovers and Mergers
'Schroder Salomon     Salomon  Brothers  International  Limited,  trading   as
Smith Barney' or      Schroder Salomon Smith Barney
'(SSSB)'              
'UK Listing           the  Financial  Services Authority in  its  capacity  as
Authority'            competent  authority  under the Financial  Services  Act
                      1986 of the United Kingdom.

For  the  purposes  of  this  Announcement, for  Hazlewood  'subsidiary'  and
'subsidiary undertaking' have the respective meanings given in the  Companies
Act  1985,  as amended, of the United Kingdom, and for Greencore 'subsidiary'
and  'subsidiary  undertaking'  have the respective  meanings  given  in  the
Companies  Acts,  1963  to  1999  of Ireland  and  the  European  Communities
(Companies: Group Accounts) Regulations, 1992.

All  references in this document to 'IR£' or 'IRp' or 'Irish pounds'  are  to
the  lawful  currency of Ireland, to 'Stg £' or 'Stg p'  are  to  the  lawful
currency  of  the  United Kingdom and to 'euro' or  'E'  are  to  the  lawful
currency  of the participating member states as referred to in Article  2  of
Council Regulation (EU) No 974/98 of 3 May 1998.

All  financial  information presented in Irish pounds can be  converted  into
euros  at the rate of 1 euro equalling IR£0.787564. Unless otherwise  stated,
Stg£  have  been  translated to euros at an exchange rate of Stg£1  equalling
E1.65864, being the exchange rate prevailing at 9 November 2000, the last day
prior to the publication of this document.