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Hazlewood Foods (HZLE)

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Friday 10 November, 2000

Hazlewood Foods

Interim Results

Hazlewood Foods PLC
10 November 2000

HAZLEWOOD FOODS PLC

Results for the half year ended 30 September 2000




                                                              2000         1999

Turnover (continuing operations)                           £389.8m      £388.7m

Operating Profit Pre Exceptional
            (continuing operations)                         £17.7m       £25.0m

Profit Before Tax and Exceptionals                          £13.1m       £21.0m

Normalised Earnings per Share                                5.02p        6.79p

Offer for Hazlewood Foods plc

Attention is drawn to the announcement today by Greencore Group plc of an
offer of 113p per share in cash for the entire issued ordinary share capital
of Hazlewood Foods plc.  This offer has been unanimously recommended by the
Board.

Peter Barr CBE, Chairman of Hazlewood Foods, commented:

'Hazlewood Foods has recently been reviewing all options for the business and
in the light of the current trading performance has concluded that a sale of
the Company is the best way of realising value for shareholders.  We believe
that this offer fully values the business and are pleased that our customers
and employees will have the opportunity to benefit from the enhanced prospects
of the enlarged group.'

For further information, please contact:


Kevin Higginson, Group Chief Executive               Andrew Jaques/Rachel Hirst
Neil Chalk, Group Finance Director                  Hogarth Partnership Limited
Hazlewood Foods plc                                       on tel: 020 7357 9477
on tel: 020 7777  2000 (today)
thereafter tel: 01332 295 295


Anthony McGrath/Robert Davis
Chase Manhattan plc
on tel:  020 7777 2000

HAZLEWOOD FOODS PLC

           CHAIRMAN'S STATEMENT - HALF YEAR ENDED 30 SEPTEMBER 2000


TRADING STATEMENT

There has been a significant fall in first half profits mainly due to start up
costs, the impact of the reorganisation of the Ready Meals businesses, and
sharply higher paper prices.   Sales volume growth was 2.2% on continuing
activities.

In particular, last year's rationalisation of the Ready Meals product offering
and production facilities has been more costly than expected.  Substantially
lower results from the division have had the most significant impact on the
Group's performance in the first half of the year.  Partly because of the
disruption caused by the recent petrol shortages, our very extensive programme
of new launches has been delayed and is only now starting to get underway.  As
a result, the trading performance of the Ready Meals businesses has yet to
begin its planned improvement and there will be a material full year profits
impact.

The overall disappointing interim results mask some good progress within the
Group during the first half from sandwiches, pizza, quiche, bakery and chilled
sauces.  As part of this, our programme of new investments has continued:  the
Hull bakery has commenced production and commissioning of the Kiveton quiche
bakery is now complete.  Development of the Manton Wood sandwich facility and
the new chilled pizza hall in Holland are on schedule. These investments
represent the final stages of a significant programme of capital investment
intended, in the medium term, to provide the basis for an improvement in the
trading performance of the Group.

In the November storms our Selby bottling plant was flooded.  It is too early
to quantify the full extent of the damage and duration of the impact on
trading; however, it is likely that the factory will be out of full production
for at least four months and that the costs of making good will be
considerable.  There is, however, extensive insurance cover, which the
Directors are confident is adequate to cover the cost of the damage caused and
any anticipated interruption to the business.

In light of the further costs of bringing new production on stream, together
with the higher associated financing costs, the shortfall in Ready Meals, and
the dilution from non-core activities, we believe that full year performance
will be lower than that expected at the time of the AGM statement made on 7
September 2000, when it was indicated that profits would be below last year's
level.

Peter Barr                                                      9 November 2000
Chairman

HAZLEWOOD FOODS PLC

                      Consolidated Profit & Loss account

                      Half year ended 30 September 2000


                                             2000                          1999
                    CONTINUING DISCONTINUED TOTAL CONTINUING DISCONTINUED TOTAL
              NOTES OPERATIONS   OPERATIONS       OPERATIONS   OPERATIONS
                           £'m          £'m   £'m        £'m          £'m   £'m


Turnover        1        389.8            - 389.8      388.7         15.2 403.9

Operating
profit/(loss)

     From       1         17.7            -  17.7       25.0        (0.6)  24.4
operations
                
Exceptional     2        (5.4)            - (5.4)          -            -     -
item

                          12.3            -  12.3       25.0        (0.6)  24.4

Profit/(loss)
on sale/
closure of
businesses:
      Profit    3          3.9            -   3.9          -      (15.0) (15.0)
on sale/
closure costs
                
Goodwill        3        (7.0)            - (7.0)          -      (15.0) (15.0)

Net interest                                (4.6)                         (3.4)
payable

Profit/
(loss) on
ordinary
activities
before
taxation
                                              4.6                         (9.0)

Taxation        4                           (1.0)                         (2.9)

Profit/(Loss)                                 3.6                        (11.9)
for the
financial
period

Dividends       5                             0.0                         (6.5)
(equity and
non-equity)

Retained                                      3.6                        (18.4)
profit/(loss)


Earnings per    6                           1.58p                       (5.16p)
ordinary
share
Normalised      6                           5.02p                         6.79p
earnings per
ordinary
share
Fully diluted   6                           1.58p                       (5.12p)
earnings per
ordinary
share
Fully diluted
normalised
earnings

     per        6                           5.01p                         6.73p
ordinary
share


                             HAZLEWOOD FOODS PLC

                          Consolidated Balance Sheet

                                                  30 Sept    30 Sept   31 March
                                         Notes       2000       1999       2000
                                                      £'m        £'m        £'m

Fixed assets
Tangible assets                                     266.2      258.9      263.6
Investments                               8,9         1.7        1.1        0.9

                                                    267.9      260.0      264.5
Current assets

Stocks                                               65.9       67.9       68.1
Debtors                                              85.7       86.9       76.2
Cash at bank and in hand                             33.4       21.9        7.4

                                                    185.0      176.7      151.7
Creditors - amounts falling due within
one year

Finance debt                                        (6.8)     (49.7)     (11.5)
Other creditors                                   (150.1)    (162.7)    (140.4)

Net current assets/(liabilities)                     28.1     (35.7)      (0.2)

Total assets less current liabilities               296.0      224.3      264.3

Finance debt - amounts falling due after          (116.8)     (47.4)     (94.5)
one year

Provisions for liabilities and charges              (7.9)     (10.8)      (8.0)

                                                    171.3      166.1      161.8

Capital and Reserves
Called up share capital                              22.9       23.3       23.0
Reserves                                            148.4      142.8      138.8

                                                    171.3      166.1      161.8


HAZLEWOOD FOODS PLC

Statement of total recognised gains and losses

                                                       Half Year      Half Year
                                                           ended          ended
                                                    30 September   30 September
                                                            2000           1999
                                                             £'m            £'m


Profit/(loss) for financial period                           3.6         (11.9)
Foreign currency translation difference                      0.1            0.1

                                                    ____________   ____________
Total recognised gains and losses relating to the            3.7         (11.8)
period

                                                    ____________   ____________

Reconciliation of movements in shareholders' funds

                                             Half Year ended    Half Year ended
                                                30 September       30 September
                                                        2000               1999
                                                         £'m                £'m


As at 1 April                                          161.8              169.9
Profit/(loss) for the financial period                   3.6             (11.9)
Dividends                                                0.0              (6.5)
Goodwill reinstated on disposal/closure                  7.0               15.0
Issue of ordinary share capital                            -                0.0
Repurchase of ordinary share capital                   (1.2)              (0.5)
Exchange adjustments                                     0.1                0.1
                                                ____________       ____________

As at 30 September                                     171.3              166.1
                                                ____________       ____________



                             HAZLEWOOD FOODS PLC

                             Cash flow statement

                      Half Year ended 30 September 2000

                                                30 September      30 September
                                                        2000              1999
                                                         £'m               £'m


Operating profit before exceptional items               17.7              24.4
Exceptional items                                      (5.4)            (15.0)
Depreciation/impairment                                 14.2              17.6
Movements in working capital                             0.1             (2.5)

Profit on disposal of fixed assets                       0.0             (0.1)
                                               _____________     _____________

Net cash inflow from operating activities               26.6              24.4

Returns on investments and servicing of
finance
Dividends paid on non-equity shares                      0.0               0.0
Net interest paid                                      (4.4)             (3.5)
                                               _____________     _____________

Net cash outflow for returns on
investments
and servicing of finance                               (4.4)             (3.5)

Taxation                                               (1.0)             (2.3)

Capital expenditure
Purchase of fixed assets                              (20.2)            (23.7)
Proceeds on sale of fixed assets                         0.1               0.3

                                               _____________     _____________


Net cash outflow for capital expenditure              (20.1)            (23.4)

Acquisitions and disposals
Sale of businesses                                      11.0                 -
Purchase of undertaking                                (0.9)                 -
Amounts paid re prior year                                 -             (0.1)

                                               _____________     _____________

Net cash inflow/(outflow) from
acquisitions
and disposals                                           10.1             (0.1)

Equity dividends paid                                      -                 -

                                               _____________     _____________


Cash inflow/(outflow) before financing                  11.2             (4.9)

Financing

Issue of ordinary share capital                            -               0.0
Purchase of own shares                                 (1.2)             (1.5)
Proceeds from new borrowings                            21.2               0.0
Finance lease payments                                 (0.6)             (0.1)
Repayments of borrowings                                 0.0             (0.2)

                                               _____________     _____________


Net cash inflow/(outflow) from financing                19.4             (1.8)


                                               _____________     _____________


Increase/(decrease) in cash in the period               30.6             (6.7)

                                               _____________     _____________

Reconciliation of net borrowings:
Opening borrowings                                    (98.6)            (71.2)
Inflow/(outflow) before financing                       11.2             (4.9)
Issue of ordinary share capital                            -               0.0
Purchase of own shares                                 (1.2)             (1.5)
New finance leases                                     (2.0)                 -
Exchange adjustments                                     0.4               2.4

                                               _____________     _____________


Closing borrowings                                    (90.2)            (75.2)

                                               _____________     _____________


                             HAZLEWOOD FOODS PLC

                                    Notes

1  Analysis of turnover and operating profit (before exceptionals)


                                   Turnover              Operating profit
                             (before exceptionals)     (before exceptionals)
                                 Period ended              Period ended
                           30 September 30 September 30 September 30 September
                                   2000         1999         2000         1999
                                    £'m          £'m          £'m          £'m
            By Division:
            Grocery               103.1        100.2          8.3          9.5

            Convenience           286.7        288.5          9.4         15.5

                                _______      _______      _______      _______

                                  389.8        388.7         17.7         25.0
            Discontinued              -         15.2            -        (0.6)
            activities

                                _______      _______      _______      _______

                                  389.8        403.9         17.7         24.4

                                _______      _______      _______      _______


2  The exceptional item charged against operating profit represents provision
   for the cost of closure of the Group's bakery sites on their relocation to
   the new facility being opened in Hull and the closure of one of its sandwich
   sites on its relocation to the new facility in Worksop.  The charge
   principally comprises fixed asset write-offs, lease exit costs and
   redundancies.


3  The exceptional item charged below operating profit, relates to the disposal
   of the Group's operating units at Sandyford (Scotland) and Oosterhout
   (Holland).  Goodwill of £7.0 million previously written-off to reserves has
   been taken to the profit and loss account.


4  The taxation charge has been reduced by relief available on the exceptional
   item, and the release of £1.4m from Deferred Tax. The tax charge
   approximates to an effective tax rate of 23%.


5  The Board does not propose an interim ordinary dividend (1999: 2.8p per
   share).  The interim preference dividend will be paid to shareholders on the
   register on 14 December 2000.


6  Earnings and normalised earnings per share are calculated on 227.3m (1999 :
   230.6m) ordinary shares, being the average number of shares in issue during
   the period, ranking for dividends.


7  During June 2000 the Group acquired 66% of Societe Albigeoise de
   Panification (SAP), a French producer of pizza and tarte salee from a third
   party.  This has been treated as a joint venture as there is joint control.


8  The investment represents shares in the Company held by a Guernsey based
   employee trust established in connection with the Group's Long Term
   Incentive Plan, together with the Group's share of the assets and goodwill
   of its joint ventures, The Sandwich Man GmbH and SAP.


9  The Group's share of the assets of its joint ventures is £0.0m.  Goodwill in
   respect of the joint ventures net of amortisation is £0.8 million. Turnover
   of £1.2m and operating losses of £0.2m have been included in the
   consolidated results representing the Group's share of the joint ventures in
   the period since the start of the financial period (or since acquisition).


10 These interim results were approved by the Board on 9 November 2000.


11 These interim results have been prepared on an historical cost basis, as
   modified by the revaluation of certain fixed assets, are neither audited nor
   reviewed and do not represent statutory accounts.  Full statutory accounts
   for the year ended 31 March 2000 which received an unqualified audit report,
   have been filed with the Registrar of Companies for England and Wales.  This
   interim statement should be read in conjunction with the full Annual Report.


12 Copies of the Interim results are being sent to shareholders.  Further
   copies can be obtained from Hazlewood Foods plc's registered office at
   Rowditch, Derby DE1 1NB.