Admission of New Ordinary Shares

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To allow you to view the information contained in this Site, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information contained in this Site. If you access these materials on this Site, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this Site or view any of these materials.

Important Additional Information

Electronic versions of the material you are seeking access to are being made available on this Site by Greencore in good faith and for information purposes only.

ANY FORWARDING, DISTRIBUTION, REPRODUCTION OR PUBLICATION OF THE CONTENTS OF THIS SITE IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS SITE CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. UNLESS THE COMPANY OTHERWISE ELECTS IN THE EVENT OF A TAKEOVER OFFER, THE SHARES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED, DISTRIBUTED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THE CONTENTS OF THIS SITE OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY RESTRICTIONS IN SUCH LAWS OR REGULATIONS.

This Site contains information which has been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

No Offer of Securities

The contents of this Site do not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any shares in Greencore.

Forward-Looking Statements

Certain statements included within the contents of this Site that are not historical in nature may be considered “forward-looking statements”, including any statements regarding the effects of the acquisition (the “Acquisition”) of Bakkavor Group plc (“Bakkavor”) by Greencore on the parties thereto or assuming completion of the Acquisition, the combined group of Greencore and Bakkavor (the “Combined Goup”).

Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Greencore about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

Forward-looking statements include, without limitation, statements with respect to the financial condition, dividend policy and industry trends of Greencore and its group (being Greencore and its subsidiaries and subsidiary undertakings, together the “Greencore Group”) and Bakkavor and its group (being Bakkavor and its subsidiaries and subsidiary undertakings, together the “Bakkavor Group”) and, following Completion, the Combined Group. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use forward-looking words, phrases and expressions such as “anticipate”, “target”, “expect”, “believe”, “intend”, “foresee”, “predict”, “project”, “estimate”, “forecast”, “plan”, “budget”, “scheduled”, “goal”, “hope”, “aim”, “continue”, “likely”, “will”, “may”, “might”, “should”, “would”, “could”, “seek”, “possible”, “potential”, “outlook” or other similar or comparable words, phrases, and expressions and the negatives of such words, phrases and expressions; provided that the absence thereof does not mean that a statement is not forward-looking. Similarly, statements that describe objectives, plans or goals are or may be forward-looking statements. These statements are based on assumptions and assessments made by Greencore in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes appropriate.

These forward-looking statements appear in a number of places throughout the contents of this site and include statements regarding the intentions, beliefs or current expectations of Greencore and Bakkavor, concerning, among other things, the operating results, financial condition, prospects, growth, strategies and dividend policy of the Greencore Group, the Bakkavor Group and, following completion of the Acquisition, the Combined Group, and the industry in which they operate.

By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance, actions, achievements or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond Greencore’s or Bakkavor’s ability to control or predict. Forward-looking statements are not guarantees of future performance. Although Greencore believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements.

 

No Profit Forecasts or Estimates

Except where otherwise expressly stated, nothing in this Site should be construed as a profit estimate or profit forecast. Except where otherwise expressly stated, no statement in this Site, or the information within it, including statements regarding the potential effect of the Acquisition on cash flows and capital returns should be interpreted to mean that cash flows or capital returns of Greencore for the current or future financial years will necessarily match or exceed the historical cash flows or capital returns of Greencore or Bakkavor.

Miscellaneous

The contents of this Site are not to be construed as legal, business or tax advice. Each shareholder should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Certain figures contained in the information in this Site, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in the information in this Site may not conform precisely with the total figure given. Except as explicitly stated in this Site, none of the contents of other sections of Greencore’s website, nor any website accessible by hyperlinks on Greencore’s website, is incorporated in or forms part of, this Site or its contents.

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