Greencore Group PLC
14 November 2000
Greencore Group plc ('Greencore')
Recommended cash offer for Hazlewood Foods plc ('Hazlewood')
In total, Greencore has to date received irrevocable undertakings to accept
the Offer in respect of 71,459,482 Hazlewood Shares, representing
approximately 31.3 per cent. of the issued ordinary share capital of
Hazlewood.
Of these:
8,002,956 Hazlewood Shares (representing approximately 3.5 per cent. of
Hazlewood's issued ordinary share capital) are subject to undertakings
obtained from the Hazlewood Directors and certain of their close relatives.
The terms of these undertakings require acceptance of the Offer even in the
event of a competing offer from a third party.
51,857,528 Hazlewood Shares (representing approximately 22.7 per cent. of
Hazlewood's issued ordinary share capital), will cease to be subject to an
undertaking in the event that a third party announces, within ten days after
10 November, 2000, an intention to make an offer for all the ordinary shares
in the share capital of Hazlewood of more than Stg 125 pence per Hazlewood
Share. Of these, up to 26,061,228 Hazlewood Shares (representing
approximately 11.4 per cent. of Hazlewood's issued ordinary share capital)
will cease to be subject to an undertaking in respect of the relevant
Hazlewood Shares in the event that the relevant underlying customer or client
terminates its professional relationship with the person giving the
undertaking.
11,598,998 Hazlewood Shares (representing approximately 5.1 per cent. of
Hazlewood's issued ordinary share capital) will cease to be subject to an
undertaking in the event that a third party bid is made for the whole or part
of the issued ordinary share capital of Hazlewood under which the value of
the consideration is not less Stg 120 pence per share, or the Offer is not
made within 28 days after 10 November 2000. The relevant Hazlewood Shares
will also cease to be subject to an undertaking in the event that the
relevant underlying customer or client terminates its professional
relationship with the person giving the undertaking.
In addition Greencore has, since announcing the Offer, purchased, in
aggregate, 38,000,000 Hazlewood Shares, representing approximately 16.6 per
cent. of the issued ordinary share capital of Hazlewood.
Terms used in this announcement have the same meaning as in the announcement
of the recommended cash offer for Hazlewood released by Greencore on 10
November 2000.
Enquiries:
Greencore 00 353 1 605 1000
David Dilger
Kevin O'Sullivan
Schroder Salomon Smith Barney (financial adviser to Greencore) 020 7986 4000
Peter Smart
David James (Corporate Broking)
Financial Dynamics (PR advisers to Greencore) 020 7930 0777
Charles Watson
Salomon Brothers International Limited, trading as Schroder Salomon Smith
Barney ('Schroder Salomon Smith Barney'), which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting for
Greencore and the Offeror and no one else in connection with the Offer, and
will not be responsible for anyone other than Greencore and the Offeror for
providing the protections afforded to customers of Schroder Salomon Smith
Barney or for providing advice to any other person in relation to the Offer.
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