Disposal

Greencore Group PLC
02 April 2004

GREENCORE GROUP PLC


CONTACT MR. P.T. KENNEDY     TELEPHONE:  [phone]
                             FAX:  [phone]


Greencore disposes of Rathbones for a total consideration of €30m

Greencore Group plc ('Greencore') announces that it has today sold its UK bread
activities, which trade as Rathbones Bakeries Limited ('Rathbones'), to Finedon
Mill Limited for a total consideration of €30m.

Rathbones is a private label bakery supplier operating eight bakeries in England
and Wales.

Under the terms of the deal Greencore will receive total consideration of €30m,
which will be satisfied as follows:

•    €18.5m paid at completion; and



•    Deferred consideration payable of €11.5m. €4.6m of the deferred
     consideration is payable in monthly instalments of €150,000 commencing in
     September 2004 with the balance of €6.9m due on 1 April 2009. The latter 
     element of the deferred consideration bears a commercial rate of interest.

The transaction is the culmination of Greencore's objective to realise the
capital employed from its UK bread business. Previously Greencore generated net
proceeds of €17m from the sale of the Milton Keynes bakery in May 2002 and the
non-reinvestment of the majority of the insurance proceeds following the fire at
the Trafford Park bakery in September 2003. In total, therefore, Greencore will
have realised €47m from the exit from its UK bread business, which lost €0.4m
before taxation and goodwill amortisation in the year ended 26 September 2003 on
turnover of €102.8m.

The value of the net assets disposed of, excluding goodwill, was approximately
€27m. In addition, goodwill of €12.8m relating to Rathbones is included on the
consolidated balance sheet of Greencore. A further €36.4m of goodwill was
written off to reserves on consolidation at the date of acquisition and, while
it will be included in the calculation of the loss on disposal to be shown in
the consolidated results of Greencore for the year ended 25 September 2004, the
Group's consolidated net asset position will not be impacted by this.

Greencore will use the proceeds from this transaction to reduce its indebtedness
and to support further investment in its growing convenience food categories.

Greencore's Chief Executive, David Dilger, said 'The disposal of Rathbones
completes the exit from the bread market in the UK, a positive development for
the Group both commercially and financially.   This further sharpens the focus
of resources on our convenience food categories which have strong growth
prospects and leading market positions'


Patrick Kennedy
Chief Financial Officer
Greencore Group plc
St Stephen's Green House
Earlsfort Terrace
Dublin 2.


Telephone [phone]
Fax       [phone]

2 April 2004.


   An exchange rate of €1 = Stg£0.6670 has been used for the purposes of this
                                   announcement.


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