Boparan Offer for Northern Foods Declared Unconditional

In aggregate, Boparan has acquired, agreed to acquire or received valid acceptances in respect of 372,706,308 Northern Foods Shares, representing approximately 79.52 per cent. of the existing issued ordinary share capital of Northern Foods.

3/24/2011 --- Poultry entrepreneur now Ranjit Boparan has the backing of almost 80% of Northern Foods' shareholders for his £342m bid for the business. The offer from Boparan Holdings has now been declared unconditional.

On 21 January 2011, Boparan and Northern Foods announced that they had reached agreement on the terms of a recommended cash offer to be made by Boparan for the entire issued and to be issued ordinary share capital (excluding any treasury shares) of Northern Foods (not already owned by Boparan or any of its associates).

On 9 March 2011, Greencore Group plc announced that it does not intend to make a revised offer for Northern Foods.

As at 1.00 p.m. (London time) on 23 March 2011, Boparan had received valid acceptances from Northern Foods Shareholders in respect of a total of 255,587,641 Northern Foods Shares, representing approximately 54.53 per cent. of the existing issued ordinary share capital of Northern Foods (excluding any treasury shares).

Furthermore, on 9 March 2011, Boparan acquired an additional 63,794,202 Northern Foods Shares, which Boparan may count towards satisfaction of the Acceptance Condition to the Offer.

In aggregate, Boparan may therefore count a total of 319,381,843 Northern Foods Shares, representing approximately 76.89 per cent. of the shares to which the Offer relates, towards satisfaction of the Acceptance Condition to the Offer.

Additionally, as at the date of this announcement, Boparan holds a further 22,400,000 Northern Foods Shares and Boparan has agreed to acquire 30,924,465 Northern Foods Shares held by Saerimner Limited conditional upon the Offer becoming or being declared unconditional in all respects. Of the above valid acceptances, acceptances in respect of two shares have been received to date from other persons acting in concert with Boparan.

In aggregate, therefore, Boparan has acquired, agreed to acquire or received valid acceptances in respect of 372,706,308 Northern Foods Shares, representing approximately 79.52 per cent. of the existing issued ordinary share capital of Northern Foods (excluding any treasury shares).

In accordance with the level of acceptances set out above, Boparan announces that the Offer is declared unconditional as to acceptances. The Offer will remain open for acceptance until further notice. All other terms and conditions as outlined in the Offer Document still apply.