Greencore Regulatory News (GNC)

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

23 November 2020

Greencore Group plc

Proposed Placing of New Ordinary Shares

Greencore Group plc ("Greencore" or the "Company", and together with its subsidiaries, the "Group") a leading manufacturer of convenience foods in the UK, today announces its intention to conduct a non-pre-emptive placing of new ordinary shares of £0.01 each in the capital of the Company (the "Placing Shares") at the Placing Price (as defined below) (the "Placing"). In conjunction with the proposed Placing, certain members of the Board and the leadership team (the "Group Leadership Team") intend to subscribe for new ordinary shares of £0.01 each in the capital of the Company (the "Subscription Shares") at the Placing Price (as defined below) (the "Subscription").

It is intended that the proposed Placing and Subscription will result in the Group raising gross proceeds of up to £90m. The proposed Placing, which is being conducted by way of an accelerated bookbuild process (the "Bookbuild"), available to qualifying new and existing investors, will be launched immediately following this announcement and is subject to the terms and conditions set out in Appendix 1 to this announcement (this announcement and its appendices, together the "Announcement"). The price at which the Placing Shares and Subscription Shares will be placed (the "Placing Price") will be determined at the close of the Bookbuild.

HSBC Bank plc ("HSBC"), Goodbody Stockbrokers UC ("Goodbody") and Shore Capital Stockbrokers Limited ("Shore Capital") are acting as Joint Global Co-ordinators and Joint Bookrunners (together, the "Joint Global Co-ordinators"), with Coöperatieve Rabobank U.A. ("Rabobank") in cooperation with Kepler Cheuvreux S.A. acting as Joint Bookrunner (Rabobank, together with the Joint Global Co-ordinators, the "Banks"), in connection with the proposed Placing.

Greencore has separately today announced its full year results for the year ended 25 September 2020 (the "FY20 Full Year Results Announcement"). This Announcement should be read in conjunction with the FY20 Full Year Results Announcement.

Highlights

· FY20 performance was materially impacted by COVID-19, with trading in the second half of the year seeing a significant demand reduction in food to go categories following the introduction of the initial COVID-19 restrictions

· The Group quickly implemented a proactive set of operational and financial measures to protect the business from the outset of the pandemic

· The recovery in revenue momentum during the summer in the Group's food to go categories was halted by the introduction of tiered regional UK restrictions in October 2020 in response to the resurgence of COVID-19

· Additional mobility restrictions introduced in early November 2020 with the four-week national UK lockdown has further impacted demand and the Group anticipates that the pandemic will continue to have an uncertain impact on its trading environment in FY21

· In this context, the proposed Placing allows the Group to:

o Proactively manage debt levels to ensure appropriate liquidity and leverage headroom

o Avoid a set of further cost and capital reduction actions, which would compromise the Group's ability to build back effectively post-COVID-19

o Enable the Group to fully capture multiple new business opportunities that can be absorbed into its production and distribution network and support the commercialisation of confirmed new food to go business wins, secured following the closure of a traditional competitor last summer

o Continue appropriate levels of investment to drive forward its productivity enhancement initiatives, including in automation

· The Group today also announces revised financing agreements and amendments on near term covenant conditions secured with the Group's bank lending syndicate and Private Placement Note Holders

Patrick Coveney, Chief Executive Officer commented:

"This has been an exceptionally challenging year for Greencore, and I am enormously proud of the resilience and adaptability that our colleagues have shown in helping to navigate the business through the toughest trading conditions it has ever seen. Having been designated as 'key workers', Greencore colleagues have played an instrumental role in helping to feed the UK, and their health and wellbeing remains our number one priority.

There is a direct correlation between the performance of food to go and the nation's ability to move around freely. As a result, that part of our business has been significantly impacted by the social restrictions that have been put in place as a result of COVID-19. However, we remain confident that demand for our food to go categories will recover strongly as the effect of COVID-19 recedes, and were encouraged by the uplift in demand that we saw in Q4 as the UK economy slowly reopened.

Throughout the year we have acted quickly and decisively to put in place comprehensive sets of measures to mitigate the impact of COVID-19 on our business. However, in light of the ongoing uncertainty that is being caused by the current lockdown measures, there is a strong rationale in further strengthening our balance sheet. Today's proposed Placing achieves this.

Despite the ongoing uncertainty, we have still been able to secure new business and extend our product range during FY20, and our other convenience categories have delivered a solid performance. Furthermore, our relationships with our customers are stronger than ever before, having worked in close collaboration with them throughout the pandemic, and they remain firmly committed to the categories in which we operate. As such, notwithstanding the near-term challenges, we are optimistic about the medium-term prospects for Greencore."

FY20 Business Performance and COVID-19 Mitigating Actions

FY20 performance was materially impacted by COVID-19. Trading in the first half of the year, prior to the impact of the pandemic, was in-line with plan. However, following the introduction of the initial COVID-19 restrictions, the Group saw a significant reduction in demand in food to go categories which was only partially offset by an increase in other convenience categories. Q3 saw the greatest impact with pro forma revenue in food to go categories 53% below prior year levels. However, as lockdown restrictions eased, demand for food to go categories recovered with pro forma Group revenue for Q4 at 29% below prior year levels.

The Group took proactive action in FY20 to protect the business following the onset of the pandemic. To adjust to demand changes, the Group tightened its food to go production network by temporarily suspending production at multiple locations. Additionally, in order to maintain efficient production, the Group moved rapidly to rationalise its product ranges with its customers. The Group was able to manage its labour force effectively by furloughing a substantial proportion of colleagues using the UK Government's Coronavirus Job Retention Scheme, reducing its use of agency workers and agreeing temporary voluntary reductions in compensation for the Board, members of the Group Leadership Team and the wider senior management team. The Group also deferred a substantial portion of planned capital expenditure. The impact from the full suite of mitigating actions taken since the pandemic began enabled the Group to generate modestly positive Adjusted EBITDA in Q3 and a further improvement in Q4.

In addition to the suite of operational measures taken, the Group implemented a number of financial measures in FY20, including the suspension of dividend payments (FY20 and interim FY21) and the deferral of cash contributions to defined benefit pension schemes.

The Group also strengthened its balance sheet by securing the support of its banking syndicate and its Private Placement Note Holders. Greencore secured agreement with its bank lending syndicate in May 2020 and its Private Placement Note Holders in July 2020 to waive the Net Debt: EBITDA covenant condition for the September 2020 and March 2021 test periods. In March 2020, the Group also entered into a new revolving credit bank facility of £75m and in May 2020, confirmed its eligibility under the Covid Corporate Financing Facility (the "CCFF") scheme.

Current Trading

The recent resurgence of COVID-19 cases across the UK led to the introduction of tiered regional restrictions in October 2020 and this hampered the recovery in demand in food to go categories that had been evident at the end of FY20. In the first five weeks of FY21 (to 30 October 2020), the Group's food to go pro forma revenue was approximately 22% below prior year levels.

Further mobility restrictions were reintroduced in early November 2020 for a planned four-week period of UK nationwide lockdown. In the first two weeks affected by the nationwide lockdown, demand in the Group's food to go categories reduced to approximately 26% below prior year levels.

The recent COVID-19 resurgence and evolving policy response has increased uncertainty in the Group's trading environment for the remainder of FY21.

Reasons for the Placing

In light of current lockdown restrictions and uncertain future trading conditions, the Group has stress-tested planning and modelling assumptions and modelled multiple scenarios, incorporating different projections on post lockdown recovery, potential further lockdown(s) and further operational disruption. The Board is in agreement that, given the near-term uncertainty, the Group's balance sheet would now benefit from strengthening by way of additional financing and is therefore proposing to raise up to £90m of new equity as part of a suite of operational and financing measures to further strengthen liquidity and leverage, better position the Group to rebound strongly from the pandemic and secure further growth opportunities.

Operational Measures

The Group has already adopted a number of mitigating actions to protect the business, which include optimisation of production shifts, with immediate use of new UK Government furlough arrangements across the network, the elimination of any discretionary spending, continuation of pay freezes and a c.£10m reduction in planned capital expenditure in FY21. The Board believes that if further actions, beyond those outlined, were implemented it would inhibit the speed and ability of the Group to recover from the pandemic and the potential to generate long-term shareholder value.

Financing Measures

The Group announces today that it has secured further support from its bank lending syndicate and its Private Placement Note Holders, including an amendment to the June 2021 Net Debt: EBITDA covenant test and a reduction in the minimum liquidity requirement for FY21. The Group has:

· Extended the maturity of its £75m revolving credit bank facility by two years to March 2023

· Refinanced the Group's £50m bilateral loan for a new three-year term maturing in January 2024

· Amended the EBITDA: Interest covenant condition for the March 2021 test period from 3.0x to 2.0x

· Amended the Net Debt: EBITDA covenant test at June 2021 from 4.25x to 5.0x

· Reduced the minimum liquidity requirement on cash and undrawn facilities to £70m for FY21, from a range of £100-125m

· Increased the maximum net debt requirement to £550m to May 2021, and £500m to September 2021, from a range of £450-550m

The agreement with the bank lending syndicate and the Private Placement Note Holders is not conditional on the proposed Placing.

The CCFF remains a potential source of liquidity for the Group, however, since year end the scheme is now subject to additional qualifying conditions and review prior to any prospective issuance. The Group has not reconfirmed its continued eligibility for the scheme under these new qualifying conditions. The scheme has a closing date for issuing commercial paper of 22 March 2021.

Proposed Placing

Greencore intends to use a significant portion of the proceeds of the proposed Placing to repay sums owing on its revolving credit bank facility and the remainder for general corporate purposes. The proposed Placing is expected to enable the Group to: proactively manage debt levels to ensure appropriate liquidity and leverage headroom; avoid a set of further cost and capital reduction actions now which would compromise its ability to rebound effectively post COVID-19; enable the Group to fully deliver new business already landed and pursue incremental opportunities in negotiation for FY21; and to continue appropriate levels of investment to drive forward its productivity enhancement initiatives, including in automation.

Medium-Term Recovery

The Group's agile business model, deep customer relationships and the strength of its product ranges mean it is well positioned to take advantage of recovering trading conditions as they occur. In particular, this will be supported by increased demand in food to go categories as mobility and other restrictions are eased. The Board believes that Greencore is well positioned in more attractive food to go categories and will be supported by continued growth in its other convenience categories.

New food to go business wins already secured following the exit of Adelie Foods from the market earlier this year and multiple other new business opportunities will help underpin the build back in Group revenue. These include further expansion with new and existing sandwich customers in a consolidating supply market, and continued category extension with multiple existing customers in salads and snacking. Additionally, the Group will target further category and channel expansion across multiple existing and new customers.

Shareholder Consultation

Greencore acknowledges that it is seeking to issue Placing Shares and Subscription Shares amounting to more than 5% of its existing issued ordinary share capital (but less than 19.96%) on a non-pre-emptive basis and therefore has consulted with the Company's major institutional shareholders ahead of the release of this Announcement. The Placing and Subscription structure, which is in-line with the latest recommendations of the Pre-emption Group, has been chosen as it minimises cost, time to completion and management distraction during a time of unprecedented challenges for the Group. The consultation has confirmed the Board's unanimous view that given the current market environment, the Placing and Subscription structure is in the best interest of shareholders, as well as wider stakeholders in Greencore.

Details of the Placing

Together, the total number of Placing Shares and the Subscription Shares will not exceed 89,036,160 ordinary shares, representing approximately 19.96% of the Company's existing issued share capital.

The proposed Placing will be conducted through the Bookbuild, which will be launched immediately following the release of this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. The price per ordinary share at which the Placing Shares are to be placed will be the Placing Price and will be determined at the close of the Bookbuild.

The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Banks and the Company. Details of the Placing Price and the number of Placing Shares and Subscription Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares and the Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications will be made (i) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares and the Subscription Shares to the premium listing segment of the Official List of the FCA; and (ii) to London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission").

Settlement for the Placing Shares and the Subscription Shares and Admission are expected to take place on or before 8:00am on 26 November 2020. The Placing and the Subscription is conditional upon, among other things, Admission becoming effective. The Placing and the Subscription are also conditional upon the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire the Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, indemnities, acknowledgments and undertakings contained in the Appendix.

For further information, please contact:

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This Announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information relating to the Company and its securities, as permitted by MAR. That inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities. The person responsible for arranging release of this Announcement on behalf of Greencore is Jolene Gacquin, Company Secretary of Greencore. The date and time of this Announcement are the same as the date and time it has been communicated to the media. This Announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States or the district of Columbia (collectively, the "United States", Australia, Canada, Japan or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute or form part of an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold by the Company (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S"), or (b) in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in transactions not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act pursuant to a transaction exempt from the registration requirements of the Securities Act and/or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. A potential Placee (as defined below) and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB and (b) acquiring the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. In addition, the Subscription Shares are being offered and sold by the Company only outside the United States in offshore transactions as defined in, and pursuant to, Regulation S. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

Neither the Placing Shares or the Subscription Shares have been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, the Subscription or the Placing Shares or the Subscription Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, or South Africa.  

No public offering of the Placing Shares or Subscription Shares is being made in Ireland, the European Economic Area, the United Kingdom, any Restricted Territory or elsewhere. All offers of the Placing Shares and Subscription Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.  

Members of the public are not eligible to take part in the Placing. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (c) persons to whom it may otherwise be lawfully communicated; (all such persons referred to in (a), (b) and (c), together being referred to as "Relevant Persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.  

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

This Announcement is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of any securities referred to herein in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or similar regulatory authority in respect of the securities referred to herein. No such securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of any proposed offering of the securities referred to herein and any representation to the contrary is an offence.

The offering of any securities in Canada will be made on a private placement basis only in the provinces of Alberta, Ontario and Québec (the "Canadian Jurisdictions") to persons permitted to purchase such securities as identified and selected by the Banks. In Canada, this Announcement may be delivered, and securities referred to herein may be offered or sold, only to persons that are in the Canadian Jurisdictions and are (a) "accredited investors" as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, subsection 73.3(1) of the Securities Act (Ontario), and (b) "permitted clients" as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any other person who receives this Announcement should not rely or act upon it.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks and by Greenhill & Co. International LLP ("Greenhill") and/or by any of their respective directors, officers, employees, affiliates and/or agents, or any person acting on its or their behalf, as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.  

HSBC is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Goodbody is authorised and regulated in Ireland by the Central Bank of Ireland and is also subject to limited regulation by the FCA. Shore Capital is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA. Rabobank is authorised by the Dutch Central Bank (De Nederlandsche Bank), regulated by the Netherlands Authority for the Financial Markets (Authoriteit Financiële Markten, AFM) and subject to limited regulation in the United Kingdom by the FCA and PRA in respect of its UK activities. Greenhill is authorised and regulated in the United Kingdom by the FCA. Each of the Banks and Greenhill is acting solely for the Company and no one else in connection with this Announcement and the Placing and will not regard any other person as their respective client, nor be responsible to anyone (including any Placees (as defined below)) other than the Company for providing the protections afforded to their respective clients nor for providing advice, in relation to the Placing, the contents of this Announcement and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks and/or Greenhill by FSMA or by the regulatory regime established under it, none of the Banks nor Greenhill nor any of their respective directors, officers, employees, affiliates and/or agents accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Banks and/or Greenhill and/or any of their respective directors, officers, employees, affiliates and/or agents in connection with the Company, the Placing Shares or the Placing. The Banks, Greenhill and each of their respective directors, officers, employees, affiliates and/or agents accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Banks, Greenhill and/or any of their respective directors, officers, employees, affiliates and/or agents as to the accuracy, completeness or sufficiency of the information contained in this Announcement.  None of the Banks nor Greenhill are acting for the Company with respect to the Subscription.

The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks, Greenhill and/or any of their respective directors, officers, employees, affiliates and/or agents, or any person acting on its or their behalf, that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, the Banks and Greenhill to inform themselves about, and to observe, such restrictions.  

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.  The Company, its directors, the Banks, Greenhill, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the DTRs, the rules of the London Stock Exchange or the FCA.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Company, the Banks and/or Greenhill.

The information in this Announcement may not be forwarded or distributed to any other person(s) and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.  

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information, and consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. The price and value of securities, and any income expected from them, can go down as well as up. Past performance is not a guide to future performance. 

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Banks, and any of their respective affiliates or any person acting on its or their behalf, may take up a portion of the shares of the Company in the Placing in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective affiliates or any person acting on its or their behalf. In addition, any Bank or any of their respective affiliates or any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such Bank(s) or any of their respective affiliates or any person acting on its or their behalf may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks, nor any of their respective affiliates nor any person acting on its or their behalf intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

The most recent Annual Report and other information relating to the Company are available on the Greencore website at www.Greencore.com. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.  

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. 

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.  

This Announcement references Pro Forma Revenue Growth, Adjusted EBITDA and Net Debt, which are non-IFRS measures. Greencore believes these non-IFRS measures provide useful historical information to help investors evaluate the performance of the underlying business and are measures commonly used by certain investors and security analysts for evaluating the performance of the Group. Although Greencore believes these financial measures are important in evaluating the Group, they are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS. They are not recognised measures under IFRS and do not have standardised meanings prescribed by IFRS. These measures may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes. Moreover, presentation of these measures may be provided for year-over-year comparison purposes, and investors should be cautioned that the effect of the adjustments thereto provided herein have an actual effect on the operating results of the Group. Further information on each of these non-IFRS measures, including applicable definitions, reconciliations and comparisons against prior periods is available in the Full Year Results Announcement.

 Appendix 1 - Terms and Conditions of the Placing for invited placees only

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY "PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND/OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or any other Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction in which such publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks nor any of its or their respective Affiliates nor any person acting on its or their behalf which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Bank or any of their respective Affiliates or any person acting on its or their behalf as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

The Banks are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company, the Banks nor any of its or their respective Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b) it is and, at the time the Placing Shares are acquired, will be, (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, a US Investor Letter, and (b) acquiring the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States; if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account; and

(c) if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Defined terms used in this Appendix are set out in Appendix 2.

Bookbuild

Following this Announcement, the Banks will commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Details of the Placing Agreement and of the Placing Shares

HSBC, Goodbody and Shore Capital are acting as joint global co-ordinators and joint bookrunners, and Rabobank is acting as joint bookrunner, in each case in connection with the Placing. The Banks have today entered an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each of the Banks, each as agent for and on behalf of the Company, will agree to use its respective reasonable endeavours to procure Placees for the Placing Shares at a price determined following completion of the Bookbuild, and, subject to agreement with the Company as to the number and price of the Placing Shares to be placed with the Placees, to the extent that such Placees fail to pay for any of the Placing Shares, to acquire those Placing Shares which Placees fail to pay for.

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of an agreement between the Company and the Banks recording the final details of the Placing (the "Pricing Agreement"). The timing of the closing of the book and allocations are at the discretion of the Company and the Joint Global Co-ordinators. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The total number of shares to be issued pursuant to the Placing and the Subscription together shall not exceed 89,036,160 Ordinary Shares, representing approximately 19.96% of the Company's existing issued Ordinary Share capital.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Goodbody will subscribe for redeemable preference shares in Grappa Finance Limited ("JerseyCo"), a wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the redeemable A preference share in JerseyCo that will be issued to Goodbody and the issue, at Goodbody's direction, of certain preference shares to the Company.

Application for admission to trading

The Company will apply to the FCA for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 26 November 2020 (or such later date as may be agreed between the Company and the Joint Global Co-ordinators).

Participation in, and principal terms of, the Placing

1. HSBC, Goodbody and Shore Capital are acting as joint global co-ordinators and joint bookrunners, and Rabobank is acting as joint bookrunner, on the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Banks. Each of the Banks, their respective Affiliates and any person acting on its or their behalf are entitled to enter bids as principal in the Bookbuild.

2. The Bookbuild, if successful, will establish the Placing Price payable to the Banks by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Banks and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

3. To participate in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 6 below. Each of the Banks reserves the right not to accept bids or to accept bids in part rather than in whole.

4. The Bookbuild is expected to close no later than 7:00 a.m. (London time) on 24 November 2020 but may be closed earlier or later, at the discretion of the Joint Global Co-ordinators and the Company. The Joint Global Co-ordinators may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5. Each Placee's allocation will be agreed between the Joint Global Co-ordinators (in consultation with Rabobank) and the Company and will be confirmed to Placees orally or in writing by the relevant Bank, acting as agent of the Company, following the close of the Bookbuild, and a contract note will be dispatched as soon as possible thereafter. Subject to paragraph 8 below, the relevant Bank's oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.

6. Subject to paragraphs 2 and 3 above, the Joint Global Co-ordinators (in consultation with Rabobank) will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as it may determine. The Joint Global Co-ordinators (in consultation with Rabobank) may also, notwithstanding paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Global Co-ordinators (in consultation with Rabobank), subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Banks have not received such satisfactory evidence, the Banks may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Banks will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited.

7. The Placing Shares are being offered and sold by the Company (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act; and (b) in the United States only to persons reasonably believed to be QIBs in transactions not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act pursuant to an exemption from the registration requirements of the Securities Act, or in a transaction not subject to, the registration requirements of the Securities Act. A potential placee and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, either: (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S under the Securities Act; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, a US Investor Letter, and (b) acquiring the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States. With respect to (ii) above, it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States, and it has full power to make the representations, warranties, indemnities, acknowledgements, undertakings and agreements herein on behalf of each such account.

8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the relevant Bank. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the relevant Bank of such amount.

9. Except as required by law or regulation, no press release or other announcement will be made by any of the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

11. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Bank.

13. To the fullest extent permissible by law, none of the Banks, the Company nor any of their respective Affiliates, nor any person acting on its or their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, nor the Company nor any of their respective Affiliates, nor any person acting on its or their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on certain conditions, including:

1. the Pricing Agreement having been executed by the Company and the Banks;

2. the release by the Company of the Placing Results Announcement;

3. the Company having allotted the Placing Shares, subject only to Admission and the Placing Agreement not having been terminated prior to Admission, to the Placees;

4. the delivery to the Banks of customary documentation in connection with the Placing;

5. none of the warranties on the part of the Company in the Placing Agreement being untrue, inaccurate or misleading (i) as at the date of the Placing Agreement; (ii) as at the time the Pricing Agreement is executed; and (iii) immediately prior to Admission, in each case by reference to the facts and circumstances then subsisting;

6. the Subscription and Transfer Agreement having been executed by the parties thereto and not having been breached by the Company or JerseyCo;

7. the Company having performed all of its obligations under the Placing Agreement to be performed prior to Admission and not being in breach of the Placing Agreement;

8. there not having occurred a material adverse change in relation to the Company or the Group at any time prior to Admission; and

9. Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 26 November 2020, or such later time and/or date (being not later than 3:00 p.m. on 3 December 2020) as the Company and the Joint Global Co-ordinators may agree in writing.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Global Co-ordinators by the relevant time or date specified (or such later time or date as the Company and the Joint Global Co-ordinators may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Global Co-ordinators may, at their discretion and upon such terms as they think fit, extend the time for the satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (other than those conditions described in points 1 to 3 (inclusive) and 9 above, which may not be waived). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks, their respective Affiliates nor any person acting on its or their behalf shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Joint Global Co-ordinators.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

Each Joint Global Co-ordinator is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if: (i) there has been a breach by the Company of any of the warranties or any failure by the Company to perform any of its obligations contained in the Placing Agreement; (ii) there has been a material adverse change in relation to the Company or the Group; (iii) the application for Admission is withdrawn or refused by the FCA or the London Stock Exchange; or (iv) upon the occurrence of certain force majeure events.

If circumstances arise that would allow a Joint Global Co-ordinator to terminate the Placing Agreement, they may nevertheless determine to allow Admission to proceed. In addition, if not all Joint Global Co-ordinators give notice to terminate the Placing Agreement in circumstances where they are able, the Joint Global Co-ordinators who do not give such notice, and Rabobank, may allow Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the Joint Global Co-ordinator who has given notice to terminate.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral or written confirmation by the Banks following the close of the Bookbuild.

By participating in the Placing, Placees agree that the exercise or non-exercise by any Joint Global Co-ordinator of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Global Co-ordinator or for agreement between the Company and the Joint Global Co-ordinators (as the case may be) and that neither the Company nor the Banks need make any reference to, or consultation with, Placees and that neither they nor any of their respective Affiliates nor any person acting on its or their behalf shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise.

No prospectus

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Central Bank of Ireland or the FCA (or any other authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or any of the Banks or their respective Affiliates or any person acting on its or their behalf. None of the Banks, the Company, their respective Affiliates or any person acting on its or their behalf will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 180 calendar days after (but including) the date of Admission, it will not, without the prior written consent of the Joint Global Co-ordinators, directly or indirectly issue or allot Ordinary Shares, subject to customary exceptions and waiver by the Joint Global Co-ordinators.

By participating in the Placing, Placees agree that the exercise by the Joint Global Co-ordinators of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Joint Global Co-ordinators and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: IE0003864109) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. Placees should settle against CREST ID: 432. It is expected that such contract note will be despatched on or around 24 November 2020 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.

The Company will deliver the Placing Shares to a CREST account operated by Goodbody as agent for the Company and Goodbody will enter its delivery (DEL) instruction into the CREST system. Goodbody will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 26 November 2020 on a T+2 basis in accordance with the instructions given to the Banks.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Banks.

Each Placee agrees that, if it does not comply with these obligations, the Banks may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Group's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to Irish stamp duty. If there are any circumstances in which any other stamp duty or, stamp duty reserve tax or any other tax of a similar nature (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any Irish stamp duty is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Banks nor the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Placee) with the Banks (in their capacity as joint global co-ordinators and/or joint bookrunners (as applicable), as placing agents of the Company in respect of the Placing and as underwriters of the Placing Shares) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

1. it has read and understood this Announcement, in its entirety and that its acquisition and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2. that no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3. that the Ordinary Shares are listed on the Official List of the FCA and are admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes the Results Announcement and a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;

4. that none of the Banks, nor the Company nor any of their respective Affiliates nor any person acting on its or their behalf has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement and the Results Announcement, such information being all that it deems necessary to make any investment decision in respect of the Placing Shares, nor has it requested any of the Banks, the Company, nor any of their respective Affiliates nor any person acting on its or their behalf to provide it with any such material or information;

5. unless otherwise specifically agreed with the Banks, that they are not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares; and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

6. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

7. that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, that it received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Banks or the Company and none of the Banks, the Company nor any of their respective Affiliates nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Banks nor any of their Affiliates nor any person acting on its or their behalf have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof;

8. that it has not relied on any information relating to the Company contained in any research reports prepared by any of the Banks, their respective Affiliates or any person acting on its or their behalf and understands that (i) none of the Banks, their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for public information or any representation; (ii) none of the Banks, their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Banks, their respective Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

9. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

10. it acknowledges that no action has been or will be taken by the Company, the Banks, their respective Affiliates or any person acting on its or their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction;

11. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective Affiliates or any person acting on its or their behalf acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

12. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

13. that it has complied with its obligations under the Criminal Justice Act 1993, the EU Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

14. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Banks and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

15. if in a member state of the EEA (including, for these purposes, the United Kingdom), that it is a Qualified Investor;

16. if in the United Kingdom, that it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business only;

17. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

18. that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

19. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

20. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

21. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that the Placing Shares acquired for by it in the Placing will not be acquired for on a non-discretionary basis on behalf of, nor will they be acquired for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;

22. that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

23. that any offer of Placing Shares may only be directed at persons in member states of the EEA (including, for these purposes, the United Kingdom) who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

24. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by any of the Banks in their respective capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

25. that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA in the UK) with respect to anything done by it in relation to the Placing Shares;

26. if it has received any inside information (as defined under MAR) about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the MAR, prior to the information being made publicly available;

27. that (i) it (and any person acting on its behalf) has the funds available to pay for, and has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Banks, any of their respective Affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the acquisition and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

28. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Banks may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty, stamp duty reserve tax or any other tax of a similar nature (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

29. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Banks or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

30. that none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Company, the Banks nor any of their respective Affiliates nor any person acting on its or their behalf will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Company, the Banks, their respective Affiliates and any person acting on its or their behalf in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Goodbody who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

32. that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it subjects (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Banks or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

33. that each of the Banks, the Company, their respective Affiliates and any person acting on its or their behalf will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Banks and the Company to produce this Announcement and the Results Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

34. that it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective Affiliates and any person acting on its or their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

35. it acknowledges that it irrevocably appoints any director or authorised signatories of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

36. that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing;

37. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for, acquiring or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and (vi) it will not look to the Company, the Banks, any of their respective Affiliates or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;

38. it acknowledges and agrees that none of the Banks or the Company, nor any of their respective Affiliates nor any person acting on its or their behalf, owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

39. understands and agrees that it may not rely on any investigation that any of the Banks, their respective Affiliates or any person acting on its or their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and each of the Banks has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase or acquisition of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, any of the Banks, their respective Affiliates or any person acting on its or their behalf for the purposes of this Placing;

40. it acknowledges and agrees that it will not hold any of the Banks, any of their respective Affiliates or any person acting on its or their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group and that no such person makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information;

41. that in connection with the Placing, each of the Banks and any of their respective Affiliates and any person acting on its or their behalf may acquire a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for its own account such shares in the Company and any other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates or any person acting on its or their behalf, in each case, acting in such capacity. In addition certain of the Banks, any of their respective Affiliates and any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such person(s) may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

42. that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Bank(s). The Bank(s) reserve(s) the right to take up a portion of the securities in the Placing in a principal position at any stage at their sole discretion and will, inter alia, take account of the Company's objectives, MiFID II requirements and/or their allocation policies;

43. it acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be prepared in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of the United States, Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any action for that purpose is required;

44. it understands and acknowledges that the Placing Shares are being offered and sold by the Company (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S; and (b) in the United States only to persons reasonably believed to be QIBs in transactions not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act pursuant to an exemption from the registration requirements of the Securities Act, or in a transaction not subject to, the registration requirements of the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, either: (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S; or (ii) (a) a QIB that has executed and delivered, or will execute or deliver, and agrees to be bound to the terms of, the US Investor Letter, and (b) acquiring the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States. With respect to (ii) above, a potential Placee is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States, and it has full power to make the representations, warranties, indemnities, acknowledgements, agreements and undertakings herein on behalf of each such account;

45. that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit such shares in any unrestricted depositary facility established or maintained by any depositary bank and it agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

46. it will not directly or indirectly offer, reoffer, resell, transfer, assign, pledge or otherwise dispose of any Placing Shares except: (a) outside the United States in "offshore transactions" defined in, and in accordance with, Regulation S; (b) in the United States to a person that it and any person acting on its behalf reasonably believes is a QIB who is purchasing for its own account or for the account of another person who is a QIB pursuant to Rule 144A under the Securities Act (it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising); (c) pursuant to Rule 144 under the Securities Act (if available); or (d) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, if the Company shall so require, subject to delivery to the Company of an opinion of counsel (and such other evidence as the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and that that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer; and

47. that no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on its or their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Banks or the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these Terms and Conditions.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of Irish stamp duty relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. None of the Company, the Banks nor their respective Affiliates nor any person acting on its or their behalf will be responsible for any Irish stamp duty or other similar taxes (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Banks, the Company, nor their respective Affiliates nor any person acting on its or their behalf will be liable to bear any stamp duty (including, or the avoidance of doubt, Irish stamp duty), stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of Ireland. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Banks and/or the Company (as the case may be) and their respective Affiliates and any person acting on its or their behalf harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Miscellaneous

Each Placee acknowledges and is aware that the Banks are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of the Banks, any money held in an account with any of the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bank's money in accordance with the client money rules and will be used by each of the Banks in the course of its own business; and the Placee will rank only as a general creditor of the relevant Bank.

All times and dates in this Announcement may be subject to amendment by the Joint Global Co-ordinators and the Company (in their absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Banks.

This Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire or subscribe for shares pursuant to the Bookbuild and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

Each Placee may be asked to disclose in writing or orally to the Banks:

1. if he or she is an individual, his or her nationality; or

2. if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Appendix 2 - Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK.

"US$", "$" or "dollars" are to the lawful currency of the United States of America;

"Admission" means admission of the Placing Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities;

"Affiliate" of any person means any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person and specifically includes subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and the term "person" is deemed to include a partnership, and this definition also includes the respective directors, officers, employees, agents or advisers of all such persons;

"Announcement" means this announcement and its appendices;

"Banks" means HSBC, Goodbody, Shore Capital and Rabobank;

"Bookbuild" means the bookbuilding process to be commenced by the Banks to use reasonable endeavours to procure placees for the Placing Shares and set the Placing Price, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;

"Company" means Greencore Group plc;

"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;

"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA pursuant to Part VI of FSMA;

"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;

"FCA" or "Financial Conduct Authority" means the UK Financial Conduct Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as amended);

"Goodbody" means Goodbody Stockbrokers Unlimited Company;

"Group" means the Company and its subsidiary undertakings;

"HSBC" means HSBC Bank plc;

"JerseyCo" means Grappa Finance Limited;

"Joint Global Co-ordinators" means HSBC, Goodbody and Shore Capital;

"Listing Rules" means the rules and regulations made by the FCA under FSMA;

"LSE" or "London Stock Exchange" means London Stock Exchange plc;

"MAR" or "Market Abuse Regulation" means the Market Abuse Regulation (EU) No.596/2014;

"Ordinary Share" means an ordinary share of £0.01 each in the capital of the Company;

"Placee" means a person procured by a Bank to acquire Placing Shares;

"Placing" has the meaning given in paragraph 1 of this Announcement;

"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;

"Placing Price" means the price per Placing Share as may be agreed between the Banks and the Company and as may be specified in the executed Pricing Agreement;

"Placing Results Announcement" means the announcement published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Pricing Agreement;

"Placing Shares" has the meaning given in paragraph 1 of this Announcement;

"PRA or Prudential Regulation Authority" means the UK Prudential Regulation Authority;

"Pricing Agreement" has the meaning given to it in Appendix 1 to this Announcement;

"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;

"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the Securities Act;

"Rabobank" means Coöperatieve Rabobank U.A.;

"Regulation S" means Regulation S promulgated under the Securities Act;

"Regulatory Information Service" means any of the services set out in Appendix 3 of the Listing Rules;

"Relevant Person" has the meaning given to it in Appendix 1 to this Announcement;

"Restricted Territory" has the meaning given to it in Appendix 1 to this Announcement;

"Results Announcement" means the announcement entitled "Full Year Results Statement for the year ended 25 September 2020" to be published by the Company in connection with the Group's results for the year ended 25 September 2020 on a Regulatory Information Service on the business day after the date of the execution of the Placing Agreement;

"Securities Act" means the U.S. Securities Act of 1933, as amended;

"Shore Capital" means Shore Capital Stockbrokers Limited;

"Subscription" means the subscription by certain directors and/or senior managers of the Company at the Placing Price to be made concurrently with the Placing;

"Subscription and Transfer Agreement" means the subscription and transfer agreement entered into between the Company, Goodbody and JerseyCo on or about the date hereof;

"subsidiary" or "subsidiary undertaking" each have the meaning given to such term in the Companies Act 2006;

"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;

"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; and

"US Investor Letter" means the investor representation letter in the form provided by the Banks to QIBs in the United States.