Recommended Cash Offer-Pt.1

Greencore Group PLC
10 November 2000


Part 1

 Not for release, publication or distribution in or into the United States,
                              Australia, Canada
                                  or Japan
                                      
                      Greencore Group plc ('Greencore')
                                      
     Recommended cash offer by Greencore UK Holdings plc ('the Offeror')
                    a wholly owned subsidiary of Greencore
                    for Hazlewood Foods plc ('Hazlewood')
                     at Stg113 pence per Hazlewood Share
                                      
                                      
The  Boards  of  Greencore and Hazlewood announce the terms of a  recommended
cash  offer  ('the  Offer') to be made by Schroder Salomon Smith  Barney,  on
behalf  of  the Offeror, to acquire the whole of the issued and to be  issued
ordinary share capital of Hazlewood.

The Offer

*  Values each Hazlewood ordinary share at Stg113 pence.

*  Values   the  entire  issued  ordinary  share  capital  of  Hazlewood   at
   approximately Stg£258 million.

*  Represents a premium of 17 per cent. over the closing middle market  price
   of  Stg96.5p per Hazlewood Share on 7 September 2000 (the last dealing day
   prior  to  the announcement on 8 September that Hazlewood had received  an
   approach).

*  Represents  a  premium  of 29 per cent. over the  average  closing  middle
   market price of Stg87.6p per Hazlewood Share during the 3 months prior  to
   7 September 2000.

*  Greencore  has received irrevocable undertakings to accept the Offer  from
   the  directors  of Hazlewood and certain other Hazlewood  shareholders  in
   respect   of   65,549,182  Hazlewood  Shares  representing  in   aggregate
   approximately  28.7  per  cent. of Hazlewood's  existing  ordinary  issued
   share capital.

Reasons for the Offer

*  The  Acquisition  furthers Greencore's strategy of expanding  into  value-
   added  and  growing  areas of the UK and Continental European  convenience
   retail and food services markets.

*  Greencore  believes  Hazlewood has a portfolio of businesses  with  strong
   market  positions and significant potential for growth.  Greencore intends
   to  rationalise  this  portfolio  in order  to  eliminate  certain  poorly
   performing businesses and focus on growth areas.

*  Following  this  rationalisation the Acquisition presents the  opportunity
   for  Greencore to create a growth-oriented convenience food business  with
   the  necessary  scale  to  support investment in  innovation  and  product
   development  for  the  benefit of both the customers and  shareholders  of
   Greencore.

Management

*  David Dilger, Chief Executive of Greencore, will lead the integration  and
   rationalisation  process,  assisted  by  Peter  Woodall,  who   has   been
   responsible  for  the  expansion  of Paramount  Foods  plc,  purchased  by
   Greencore  in 1998, and Patrick Kennedy, Greencore's Development  Manager.
   Both Peter Woodall and Patrick Kennedy will become executive directors  of
   Greencore.  It  is intended that Neil Chalk will continue  with  Hazlewood
   following the Acquisition.

*  It is intended that Peter Barr will step down as Executive Chairman of
   Hazlewood and will become a non-executive director of Greencore.

Financial Summary

*  Hazlewood  has  today  announced its results for the  6  months  ended  30
   September  2000.   These results show profit before  tax  and  exceptional
   items   (continuing  operations)  of  Stg£13.1  million  (1999:   Stg£21.6
   million),  on  sales (continuing operations) of Stg£389.8  million  (1999:
   Stg£388.7  million).   Greencore will announce its results  for  the  year
   ended 29 September 2000 on Thursday 30 November 2000.

*  Given   the   overlap  in  the  portfolios  of  Greencore  and  Hazlewood,
   particularly  in  UK chilled and convenience food, Greencore  expects  the
   Acquisition to yield annual cost savings in excess of Stg£7m, which it  is
   planned  should  be achieved by the end of the second full year  following
   the Acquisition.

*  The  Acquisition  is  expected to significantly enhance  Greencore's  pre-
   exceptional earnings per share both pre and post goodwill amortisation  in
   the first full year following the Acquisition.*

*  The  sizeable rationalisation and restructuring of the combined  portfolio
   following the Acquisition will require an exceptional charge to  be  taken
   by Greencore in the year ending 28 September 2001.

*This statement should not be interpreted to mean that Greencore's future
earnings per share will necessarily be greater than its historic published
earnings per share.

Commenting on the Offer, David Dilger, Chief Executive of Greencore, said:

'The  acquisition of Hazlewood fits directly with our corporate  strategy  to
generate  sustained earnings performance through optimising returns from  our
cash  generative commodity businesses and through the acquisition of consumer
foods  businesses  which,  when combined with  our  existing  operations  and
management  expertise, we believe have the ability to exploit  strong  market
positions.   We  have acquired seven consumer food businesses over  the  past
four  years.   We  have  integrated  them  successfully  and  they  are   now
significant  contributors to the Greencore Group's profitability.   Hazlewood
is  our  biggest step to date and we are confident that, once integrated,  it
too will have the opportunity to realise its potential.'

Commenting on the Offer, Peter Barr CBE, Chairman of Hazlewood, said:

'Hazlewood  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.'

This  summary  should  be read in conjunction with  the  full  text  of  this
Announcement.  The conditions to which the Offer will be subject are set  out
or referred to in Appendix I of this Announcement and will be set out in full
in  the  Offer  Document.  Appendix II contains definitions of certain  terms
used in this Announcement. The Offer Document will be despatched to Hazlewood
Shareholders shortly. A circular will be despatched to Greencore Shareholders
shortly.

10 November 2000


Enquiries

Greencore                              [phone]
David Dilger
Kevin O'Sullivan

Schroder Salomon Smith Barney          [phone]
Peter Smart
Mike Wood
Tim Owen
David James (Corporate Broking)
Mark Todd

Drury Communications                   [phone]
Trish Morrissey

Financial Dynamics                     [phone]
Charles Watson

Hazlewood                              Today [phone]
Kevin Higginson                        Thereafter [phone]
Neil Chalk

Chase                                  [phone]
Anthony McGrath
Robert Davis

Hogarth Partnership                    + 44 20 7357 9477
Andrew Jaques
Rachel Hirst

This  Announcement does not constitute an offer or an invitation  to  acquire
shares or securities.

The  availability of the Offer to persons who are not resident in Ireland  or
the  United Kingdom may be affected by the laws of the relevant jurisdiction.
Persons  who are not resident in Ireland or the United Kingdom should  inform
themselves about and observe any applicable requirements.

Unless otherwise determined by the Offeror, the Offer will not be made
directly or indirectly in or into the United States, Australia, Canada or
Japan and, unless otherwise determined by the Offeror, the Offer will not be
capable of acceptance within the United States, Australia, Canada or Japan.
Accordingly, copies of this Announcement are not being, and must not be,
mailed or otherwise forwarded, distributed or sent in or into or from the
United States, Australia, Canada or Japan and persons receiving this
Announcement (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from the United
States, Australia, Canada or Japan.  Doing so may invalidate any purported
acceptance of the Offer.

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 to anyone other than Greencore and the Offeror for
providing the protections afforded to customers of Schroder Salomon Smith
Barney or for providing advice in relation to the Offer.  Salomon Smith
Barney is a service mark of Salomon Smith Barney Inc.  Schroder is a
trademark of Schroders Holdings plc and is used under licence.

Chase Manhattan plc ('Chase'), which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for Hazlewood and no
one else in connection with the Offer, and will not be responsible to anyone
other than Hazlewood for providing the protections afforded to customers of
Chase or for providing advice in relation to the Offer.


Not  for  release, publication or distribution in or into the United  States,
Australia, Canada or Japan
                                     
                                      
                      Greencore Group plc ('Greencore')
                                      
     Recommended cash offer by Greencore UK Holdings plc ('the Offeror')
                    a wholly owned subsidiary of Greencore
                    for Hazlewood Foods plc ('Hazlewood')
                     at Stg113 pence per Hazlewood Share
                                      

1. Introduction

The  Boards  of  Greencore and Hazlewood announce the terms of a  recommended
cash  offer  (the  'Offer'), to be made by Schroder Salomon Smith  Barney  on
behalf  of  the Offeror, to acquire the whole of the issued and to be  issued
ordinary  share  capital  of  Hazlewood, one of the  UK's  leading  own-label
convenience food manufacturers.

The  Offer values each Hazlewood Share at Stg113 pence and the entire  issued
ordinary share capital of Hazlewood at approximately Stg£258 million.

2. The Offer

The  Offer, which will be subject to the conditions and further terms set out
or referred to below and in Appendix I and to be set out in full in the Offer
Document  to be sent to Hazlewood Shareholders, will be made on the following
basis:

For each Hazlewood Share                                  Stg113 pence in cash

The Offer represents:

*  a  premium  of  17  per  cent. over the closing  middle  market  price  of
   Stg96.5p  per  Hazlewood Share on 7 September 2000, the last  dealing  day
   prior  to the announcement on 8 September 2000 that Hazlewood had received
   an approach; and
*  a  premium  of 29 per cent. over the average closing middle market  price
   of  Stg87.6p per Hazlewood Share during the 3 months prior to 7  September
   2000.

Hazlewood  Shares will be acquired by the Offeror fully paid, or credited  as
fully  paid, and free from all liens, equities, charges, equitable interests,
encumbrances  and  other  interests and together with  all  rights  attaching
thereto,  including the right to receive and retain all dividends  and  other
distributions declared, made or paid after 10 November 2000.

The  Offer  will  extend  to any Hazlewood Shares which  are  unconditionally
allotted  or  issued  before the Offer closes (or such earlier  date  as  the
Offeror may, subject to the City Code, decide) as a result of the exercise of
options granted under the Hazlewood Share Option Schemes or otherwise.

3.   Recommendation

The  Board of Hazlewood, having been so advised by Chase, financial  advisers
to Hazlewood, considers the terms of the Offer to be fair and reasonable.  In
providing  advice  to  the  Board, Chase has taken  account  of  the  Board's
commercial  assessments.   Accordingly, the Board  of  Hazlewood  unanimously
recommends all Hazlewood Shareholders to accept the Offer.

4. Irrevocable undertakings

Irrevocable  undertakings to accept the Offer have  been  received  from  the
Hazlewood  Directors  and  other Hazlewood Shareholders  in  respect  of,  in
aggregate, 65,549,182 Hazlewood Shares, representing approximately  28.7  per
cent. of the issued ordinary share capital of Hazlewood.  That total includes
all the beneficial holdings of the Hazlewood Directors.

Irrevocable   undertakings   in  respect  of  45,947,228   Hazlewood   Shares
(representing  20.1 per cent. of Hazlewood's issued ordinary  share  capital)
will  cease  to be binding in the event of a third party offer of  more  than
Stg125 pence per Hazlewood Share, and irrevocable undertakings in respect  of
11,598,998 Hazlewood Shares (representing 5.1 per cent. of Hazlewood's issued
ordinary  share capital)  will cease to be binding in the event  of  a  third
party  offer  of more than Stg120 pence per Hazlewood Share or if  the  Offer
Document is not posted within 28 days after the date hereof.

5. Background information on Greencore

Greencore is a broadly-based food group, servicing domestic and international
industrial  and  consumer food markets. In the year ended 24 September  1999,
Greencore  generated revenues of E862 million (Stg£502 million) and operating
profit  of  E82  million  (Stg£49 million) with net assets  of E290  million
(Stg£175 million). Greencore will announce its results for the year ended  29
September 2000 on Thursday 30 November 2000.

Greencore's  ordinary shares have been listed on the Irish and  London  Stock
Exchanges  since  1991.  Since that date the Greencore  Group  has  undergone
substantial change from its original roots as a predominantly sugar  refining
company.

The Greencore Group has been built by combining the skills and experience  of
its  people together with substantial operating cash flows generated from the
core  primary processing activities. Having adjusted for the impact  of  non-
recurring  costs  in 1997, the Greencore Group has delivered nine  continuous
years of growth in sales and operating profit.

Greencore's business falls into three main segments:

*  Sugar;
*  Food  and Ingredients (malt, baked goods, pizzas, soups and sauces, flour,
   oatmeal and edible oils); and
*  Agribusiness.

6. Background information on Hazlewood

Hazlewood  is one of the UK's leading manufacturers of own-label  convenience
foods,  supplying  a  wide range of major retail and food service  customers.
While  Hazlewood's business is primarily based in the UK it  has  a  European
presence principally in the Netherlands, Germany and Ireland.


Hazlewood's businesses fall into two main divisions:

*  Convenience  foods,  principally  comprising  chilled  products  such   as
   sandwiches, chilled pizzas, quiches and ready meals; and
*  Grocery,  mainly comprising cakes and desserts, ambient grocery goods  and
   bottled sauces.

Hazlewood enjoys strong market positions in the convenience foods sector.  In
sandwiches,  it has a leading market position in the UK and prominent  market
positions  in  Germany  and the Netherlands.  In chilled  pizzas,  it  has  a
leading  market position in the UK and prominent market positions in  Belgium
and  the  Netherlands.  It has also captured a leading  market  position  for
chilled  sauces  and  quiches in the UK and a prominent market  position  for
these  products  in  the Benelux region.  Hazlewood also  has  strong  market
positions in chilled ready meals, celebration cakes and desserts.

In  the  year ended 31 March 2000, Hazlewood generated profit before tax  and
exceptional items (continuing operations) of Stg£41.8 million (1999: Stg£40.1
million),  on  sales  (continuing operations)  of  Stg£759.2  million  (1999:
Stg£744.8  million),  with net assets of Stg£161.8 million  (1999:  Stg£169.9
million).

Hazlewood has today announced its results for the 6 months ended 30 September
2000.  These results show profit before tax and exceptional items (continuing
operations)   of  Stg£13.1  million  (1999:  Stg£21.6  million),   on   sales
(continuing operations) of Stg£389.8 million (1999: Stg£388.7 million.

7. Background to and reasons for the Offer

Greencore's corporate strategy

Greencore's strategy is focused on generating sustained earnings performance.
The  Board  of  Greencore believes this will be achieved  through  optimising
returns  from  strong,  high  quality,  cash  generative  primary  processing
businesses,  exploiting the organic growth potential of its food  ingredients
and  consumer  food  businesses and through the  acquisition  of  businesses,
which,  when  combined  with existing operations and  Greencore's  management
experience  and  capability,  have  the  ability  to  exploit  strong  market
positions in their sector.

Benefits of this Acquisition

Greencore  believes  Hazlewood's reputation has been  achieved  by  sustained
product innovation, effective sales and marketing tailored to the needs of  a
demanding  and  competitive  marketplace,  as  well  as  the  leading  market
positions   of   its   key  products.   However,  Greencore   believes   that
operationally and financially a number of Hazlewood's businesses have  under-
performed and the Hazlewood Group as a whole has not realised its potential.

Greencore   believes  there  are  significant  strategic,  operational,   and
financial  benefits  to  be  derived by Greencore  from  the  acquisition  of
Hazlewood, including:

*  The  opportunity  to  acquire  Hazlewood fits  directly  with  Greencore's
   stated corporate strategy.
*  Greencore  will bring proven operational management skills to  integrating
   Hazlewood's  businesses  with its own and to realising  the  potential  of
   those  businesses, with Hazlewood bringing additional product  innovation,
   sales and marketing skills to the Enlarged Group.
*  Greencore  will  have  a  significantly  larger  scale  in  the   UK   and
   Continental  European  markets, where scale  is  important  for  sustained
   competitive advantage.
*  Greencore  will  increase its exposure to growing market segments  through
   the  leading market positions already achieved by Hazlewood in sandwiches,
   chilled  pizza, chilled sauces and other areas, such as celebration  cakes
   and desserts.
*  Hazlewood  has  invested Stg£126.7 million in capital expenditure  in  the
   three  year period to 31 March 2000.  Greencore will apply its operational
   management skills to optimise the returns from this investment programme.
*  The  Acquisition is expected to deliver annualised cost savings in  excess
   of Stg£7 million per annum.
*  Restructuring  of the combined businesses and the elimination  of  certain
   loss-making  activities should deliver substantial performance improvement
   as well as reducing the capital employed in the Hazlewood business.
*  The  Acquisition will provide a strong platform from which  to  focus  the
   Enlarged  Group  on  growth  segments of  the  European  convenience  food
   markets  and will provide the basis for a rationalisation of the  business
   portfolios of the Enlarged Group.
*  The  Acquisition  is  expected  to significantly  enhance  pre-exceptional
   earnings per share (before and after the amortisation of goodwill).*

*This statement should not be interpreted to mean that Greencore's future
earnings per share will necessarily be greater than its historic published
earnings per share.

Reasons for this Acquisition

Greencore's  strong operational skills have been achieved through Greencore's
focus  on  optimising  the  returns from its traditional  core  business  and
through  the  establishment  and purchase of ingredients  and  consumer  food
businesses  in  the  UK  and elsewhere over the past five  years.   Operating
profit  in  Greencore's Food and Ingredients Division has  almost  quadrupled
from  Stg£6.0  million  (E9.9  million) in 1994 to  Stg£21.6  million  (E36.0
million) in 1999. Greencore's successful developments in the UK have given it
significant  market positions in baked products and chilled pizzas.   Through
its  recent  purchase of the Robert's Group, Greencore has  also  acquired  a
business in frozen savoury products and an entry into the desserts market.

The  Board  of Greencore is confident that significant value will be  created
through  the integration of Hazlewood.  The Enlarged Group will have stronger
market presence in the UK in various growing segments and a broader base from
which  to  drive  the  potential  of the business.   Greencore's  success  in
improving  the  cost  base of UK businesses it has acquired  will  assist  in
addressing the under-performing aspects of Hazlewood's operations.

It  is Greencore's intention to accelerate this through additional innovation
and  investment  in  the  growth categories, through rationalisation  of  the
slower  growing  activities and through elimination  of  certain  loss-making
activities.

The  Board of Greencore expects that the combination of businesses in the  UK
will  deliver  synergies  and  cost savings particularly  in  sandwiches  and
pizzas.   For  example,  Hazlewood's sandwich business  will  interlink  with
Greencore's  bakery company, Kears.  Hazlewood's pizza business will  combine
with  Greencore's  pizza subsidiary, Canadian Pizza, while Greencore's  sauce
business,  Meridian, will be integrated with Hazlewood's strong  chilled  and
ambient sauce businesses.

As  UK retailers consolidate their supply chain, the combined businesses will
have  a  range  of  products which the Board of Greencore believe  will  make
Greencore  a more important source of supply to the retail sector and  better
placed to supply the needs of Continental European retailers.

The  Board  believes that the UK and Continental market for convenience  food
continues  to  have significant potential and that Hazlewood has  established
itself  as  a  leading player in growing segments of this market.   Greencore
intends  to  sharpen this focus, address the operational  issues  which  have
frustrated Hazlewood in both realising its potential and delivering  enhanced
profitability and, in the process, improve the future earnings growth profile
of Greencore itself.

8. Financial effects of the Offer

The  Board  of  Greencore  believes that the Acquisition  will  significantly
enhance  pre-exceptional  earnings  per share  (both  before  and  after  the
amortisation  of  goodwill)  in  the  first  full  year  after  acquisition.*
Greencore's Board, furthermore, believes that the Enlarged Group will have  a
more attractive growth profile going forward.

It  is  planned that there will be substantial restructuring of the  combined
business  following  the  Acquisition. This  restructuring  will  require  an
exceptional  charge.  Greencore intends to take this charge  in  fiscal  year
2001.


*This statement should not be interpreted to mean that Greencore's future
earnings per share will necessarily be greater than its historic published
earnings per share.

9. Cost savings

Given the overlap in the portfolios of the combined businesses, the Board  of
Greencore expects that there will be annual cost savings in excess of Stg£7m,
and it is planned that these should be achieved by the end of the second full
year following the Acquisition.

10. Financing for the Acquisition

The consideration payable under the Offer will be funded  from  new  banking
facilities  of Stg£645m provided by Citibank, the Royal Bank of Scotland  and
Bank of Ireland.

The  debt  is  structured to reflect a Greencore disposal strategy  which  is
intended to yield proceeds of at least Stg£120m and Greencore's intention  to
implement  a long-term bond or private placement programme. It is Greencore's
objective to reduce quickly the opening debt level and to reduce net  debt  /
EBITDA  to  less than 2.2 times and to increase EBITDA / interest to  greater
than 5 times by 2003.

11. Management and employees

David  Dilger,  Chief Executive of Greencore, will lead the  integration  and
rationalisation process, assisted by Peter Woodall, who has been  responsible
for  expansion of Paramount Foods plc, purchased by Greencore  in  1998,  and
Patrick  Kennedy,  Greencore's Development Manager.  Both Peter  Woodall  and
Patrick  Kennedy will become executive directors of Greencore. It is intended
that Neil Chalk will continue with Hazlewood following the Acquisition.

It  is  intended  that  Peter Barr will step down as  Executive  Chairman  of
Hazlewood and will become a non-executive Director of Greencore.

It  is the intention of the Board of Greencore that the employment rights  of
Hazlewood's employees, including pension rights, will be safeguarded.

12. Hazlewood Share Option Schemes

The  Offer  will  extend  to any Hazlewood Shares which  are  unconditionally
allotted or issued under the Hazlewood Share Option Schemes before the  Offer
closes  (or  such earlier date as the Offeror may, subject to the City  Code,
decide).   Appropriate proposals will be made in due course  to  participants
holding  options under the Hazlewood Share Option Schemes, to be  implemented
only if the Offer becomes or is declared unconditional in all respects.

13. Hazlewood Preference Shares

Greencore intends to make proposals to holders of Hazlewood Preference Shares
in  due  course, to be implemented only if the Offer becomes or  is  declared
unconditional in all respects.

14. Inducement arrangement

Hazlewood has agreed to pay Greencore an inducement fee of an amount equal to
one  per  cent.  of  the total value of the Offer in the  event  that,  after
Greencore  has announced a firm intention to make an offer for  Hazlewood,  a
firm  intention to make a competing offer for the acquisition of  Hazlewood's
issued  ordinary  share capital is announced and the Offer  is  withdrawn  or
lapses  or  the competing offer becomes or is declared unconditional  in  all
respects.

15. Financial and other information

Financial  and other information relating to each of Hazlewood and  Greencore
will be set out in Appendices to the Offer Document.

16. General

The conditions to which the Offer will be subject are set out or referred  to
in  Appendix  I of this Announcement and will set out in full  in  the  Offer
Document.  Appendix  II contains definitions of certain terms  used  in  this
Announcement. The Offer Document will be despatched to Hazlewood Shareholders
shortly.

The  Offer  will  be  conditional on, inter alia, its approval  by  Greencore
Shareholders.   Such  approval  will be sought at  an  extraordinary  general
meeting  of  Greencore  to  be convened in due course.  A  circular  will  be
despatched to Greencore Shareholders shortly.

Save  as  disclosed in this Announcement, neither Greencore nor,  as  far  as
Greencore  is  aware, any person acting in concert with  Greencore,  owns  or
controls  any Hazlewood Shares or has any option to acquire Hazlewood  Shares
or  has  entered  into  any derivative referenced to Hazlewood  Shares  which
remains outstanding.

10 November 2000



Enquiries

Greencore                              [phone]
David Dilger
Kevin O'Sullivan


Schroder Salomon Smith Barney          [phone]
Peter Smart
Mike Wood
Tim Owen
David James (Corporate Broking)
Mark Todd

Drury Communications                   [phone]
Trish Morrisey

Financial Dynamics                     [phone]
Charles Watson

Hazlewood                              Today [phone]
Kevin Higginson                        Thereafter [phone]
Neil Chalk

Chase                                  [phone]
Anthony McGrath
Robert Davis

Hogarth Partnership                    [phone]
Andrew Jaques
Rachel Hirst

This  Announcement does not constitute an offer or an invitation  to  acquire
shares or securities.

The  Offer  will  be  on the terms and will be subject, inter  alia,  to  the
conditions  which  are set out above and in Appendix I hereto  and  to  those
terms  which  will be set out or referred to in the Offer Document  and  such
further  terms  as may be required to comply with the Listing  Rules  of  the
Irish  Stock Exchange and the UK Listing Authority and the provisions of  the
City Code.

The  availability of the Offer to persons who are not resident in Ireland  or
the   United  Kingdom  may  be  affected  by  the  laws  of  their   relevant
jurisdiction.   Persons  who are not resident in Ireland  or  in  the  United
Kingdom   should   inform  themselves  about  and  observe   any   applicable
requirements.

Unless  otherwise  determined by the Offeror, the  Offer  will  not  be  made
directly  or  indirectly in or into the United States, Australia,  Canada  or
Japan and, unless otherwise determined by the Offeror, the Offer will not  be
capable  of acceptance within the United States, Australia, Canada or  Japan.
Accordingly,  copies of this Announcement are not being,  and  must  not  be,
mailed  or  otherwise forwarded, distributed or sent in or into or  from  the
United  States,   Australia,  Canada  or Japan  and  persons  receiving  this
Announcement (including custodians, nominees and trustees) must not  mail  or
otherwise  forward,  distribute or send it in or  into  or  from  the  United
States,  Australia, Canada or Japan.  Doing so may invalidate  any  purported
acceptance of the Offer.

Greencore  has equity securities traded on the Irish Stock Exchange  and  the
London  Stock  Exchange.  The attention of member firms of  the  Irish  Stock
Exchange  is drawn to certain UK dealing disclosure requirements  during  the
'offer period'.  The offer period (in accordance with the City Code, which is
published  and  administered by the Panel) commences  at  the  time  when  an
announcement is made of a proposed or possible Offer, with or without  terms,
and finishes on the first closing date of the Offer or, if this is later, the
date when the Offer becomes or is declared unconditional as to acceptances or
lapses.

The  disclosure requirements are set out in more detail in Rule  8.3  of  the
City  Code.   In particular, Rule 8.3 requires public disclosure of  dealings
during  the offer period by persons who own or control, or would as a  result
of  any  transaction  own or control, 1 per cent. or more  of  any  class  of
relevant  securities.  Relevant securities for these purposes include  shares
in  Greencore  and  Hazlewood  and instruments  convertible  into  shares  in
Greencore and Hazlewood respectively.  This requirement will apply until  the
end of the offer period.  Disclosure should be made on an appropriate form no
later than 12 noon London time on the business day following the date of  the
dealing  transaction.   These  disclosures should  be  sent  to  the  Company
Announcements Office of the London Stock Exchange (fax number: 44 (0) 20 7588
6057).   The  Panel requests that member firms advise those of their  clients
who  wish  to deal in the relevant securities of Hazlewood and/or  Greencore,
whether  in  Ireland  or  elsewhere, that  they  may  be  affected  by  these
requirements.   If  there  is any doubt as to their  application,  the  Panel
should  be consulted (telephone number: 44 (0) 20 7638 0129), fax number:  44
(0) 20 7256 9386).

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 to anyone other than Greencore and the Offeror  for
providing  the  protections afforded to customers of Schroder  Salomon  Smith
Barney  or  for  providing advice in relation to the  Offer.   Salomon  Smith
Barney  is  a  service  mark  of Salomon Smith Barney  Inc.   Schroder  is  a
trademark of Schroders Holdings plc and is used under licence.

Chase  Manhattan plc ('Chase'), which is regulated in the United  Kingdom  by
The Securities and Futures Authority Limited, is acting for Hazlewood and  no
one  else in connection with the Offer, and will not be responsible to anyone
other  than Hazlewood for providing the protections afforded to customers  of
Chase or for providing advice in relation to the Offer.

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