Greencore Regulatory News (GNC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

24 August 2011

Greencore Group PLC

Results of Rights Issue

Greencore Group PLC ("Greencore" or the "Company") announces that it has received valid acceptances in respect of 157,972,765 New Greencore Shares representing approximately 90.65 per cent. of the total number of New Greencore Shares offered to Qualifying Shareholders pursuant to the 5 for 6 Rights Issue announced by Greencore on 12 July 2011 and which closed at 11.00 a.m. on 23 August 2011.

It is expected that the New Greencore Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 24 August 2011, and definitive share certificates in respect of the New Greencore Shares in certificated form will be dispatched to Shareholders by 2 September 2011. It is expected that the New Greencore Shares taken up will commence trading fully paid on the London Stock Exchange and Irish Stock Exchange today, 24 August 2011.

In accordance with the Underwriting Agreement as summarised in Part XII of the Prospectus dated 15 July 2011, Barclays Bank PLC (acting through its investment banking division Barclays Capital), HSBC Bank Plc and RBS Hoare Govett Limited (together acting as Joint Underwriters) will use reasonable endeavours to procure subscribers for the remaining New Greencore Shares, net of fractional entitlements, for which valid acceptances were not received. This amounts to 16,303,248 New Greencore Shares.

The net proceeds from the placing of these New Greencore Shares, after the deduction of the Rights Issue Price of €0.46 per New Greencore Share and the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax) will be paid to those Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue pro rata to their lapsed provisional allotments, save that amounts of less than €5.00 per holding will not be paid to such persons but will be aggregated and retained by Computershare for the benefit of Greencore.

This announcement should be read in conjunction with the full text of the Prospectus published on 15 July 2011. Terms used in this announcement shall have the same meanings as set out in the Prospectus.

For further information, please contact:

Greencore

Eoin Tonge +353 (0) 1605 1017

Patrick Coveney +353 (0) 1605 1045

Alan Williams +353 (0) 1605 1018

Barclays Capital (financial adviser, sole sponsor and joint broker to Greencore and sole global co-ordinator and bookrunner for the Rights Issue)

Mark Todd +44 (0) 20 7623 2323

Jon Bathard-Smith

Goodbody Stockbrokers (Joint broker to Greencore)

Linda C. Hickey +353 (0) 1641 6017

Important notice:

THE NEW GREENCORE SHARES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA OR JAPAN. ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OR IN CANADA, AUSTRALIA OR JAPAN, EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY SUCH JURISDICTION. THE ISSUER DOES NOT INTEND TO REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

This announcement has been issued by and is the sole responsibility of Greencore.

Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Greencore and no-one else in connection with the Rights Issue and will not be responsible to any person other than Greencore for providing the protections afforded to customers of Barclays Capital or for providing advice in relation to the Rights Issue or any other matter referred to in this announcement.

Goodbody Stockbrokers, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Greencore and no one else as corporate broker in connection with the Rights Issue and will not be responsible to anyone other than Greencore for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any other matter referred to in this announcement.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No relevance may or should be placed by any person whatsoever on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any New Greencore Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. The Prospectus is available to view on Greencore's website and is also available for inspection at the offices of the Company at No.2 Northwood Avenue, Northwood Business Park, Santry, Dublin 9, Ireland and at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS, United Kingdom and of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire or dispose of any securities or to take up entitlements to nil paid rights in any jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the Excluded Territories.

The information in this announcement may not be forwarded or distributed to any other person 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 restriction may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

Neither the content of the Company's website nor any website accessible by hyperlink on the Company's website is incorporated in, or forms part of, this announcement.