Associated British Foods PLC Recommended Cash Acquisition of NMR plc (7308B)

TIDMABF TIDMNMRP

RNS Number : 7308B

Associated British Foods PLC

06 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

06 June 2023

RECOMMED CASH ACQUISITION

NATIONAL MILK RECORDS PLC

ASSOCIATED BRITISH FOODS PLC

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

 
 --   The boards of Associated British Foods plc ("ABF") and 
       National Milk Records plc ("NMR") are pleased to announce 
       that they have reached agreement on the terms of a recommended 
       cash acquisition to be made by ABF, pursuant to which 
       AB Agri Limited (an indirect wholly-owned subsidiary of 
       ABF) will acquire the entire issued and to be issued ordinary 
       share capital of NMR (the "Acquisition"). It is intended 
       that the Offer be implemented by means of a Court-sanctioned 
       scheme of arrangement under Part 26 of the Companies Act 
       (or, if ABF so elects, with the consent of the Panel, 
       a Takeover Offer) between NMR and NMR Shareholders. 
 
 --   Under the terms of the Acquisition, each NMR Shareholder 
       will be entitled to receive:

215 pence in cash per NMR Share

 
 --   The Acquisition values the entire issued and to be issued ordinary 
       share capital of NMR at approximately GBP48.0 million on a fully 
       diluted basis. 
 
 --   The Acquisition represents a premium of approximately 
 
      --    87.0% to the Closing Price of an NMR Share of 115.0 pence 
             on 05 June 2023, being the Last Practicable Date; 
 
      --    94.6% to the volume weighted average share price ("VWAP") 
             of an NMR Share of 110.5 pence for the three month period 
             ended on the Last Practicable Date; and 
 
      --    85.6% to the VWAP of an NMR Share of 115.9 pence for the 
             six month period ended on the Last Practicable Date.

Overview of ABF

 
 --   The ABF Group is a diversified international food, ingredients 
       and retail group with 132,000 employees in 53 countries. 
       ABF has a premium listing on the Main Market of the London 
       Stock Exchange and has a market capitalisation of some 
       GBP14 billion with a net cash position of circa GBP0.6 
       billion. 
 
 --   AB Agri is ABF's international agri-food business and 
       a leader in the UK agricultural sector. AB Agri occupies 
       a key position in the food supply chain, with a presence 
       in more than 80 countries, employing over 3,000 people 
       internationally. AB Agri supplies a wide range of animal 
       feed, supplements and specialist ingredients, and provides 
       value-added services and expertise to farmers, feed and 
       food manufacturers and retailers. It operates at the heart 
       of the agricultural industry and its vision centres around 
       working with its customers to produce high-quality, affordable, 
       safe and responsibly sourced food products. AB Agri has 
       an established position in the UK dairy industry, working 
       with over 2,000 UK dairy farms.

Background to and reasons for the Acquisition

 
 --   AB Agri actively looks to add new, complementary capabilities 
       through M&A and has a track record of successfully acquiring 
       businesses. NMR's business is well aligned with AB Agri's objective 
       of supporting customers across the dairy industry, helping to 
       drive efficiency and increase productivity. NMR provides complementary 
       services and technology offerings to AB Agri's existing operations 
       across the dairy supply chain, and AB Agri believes that a combination 
       will enable a better service to the dairy industry, initially 
       in the UK, offering products that deliver increased value, efficiency 
       and ultimately profitability for farmers. AB Agri is excited 
       about NMR becoming part of the broader group and believes that 
       the Acquisition will allow NMR to accelerate and de-risk the 
       delivery of its strategy, as well as creating greater opportunities 
       for NMR's customers, employees and wider stakeholders.

NMR recommendation

 
 --   The NMR Directors, who have been so advised by Canaccord Genuity 
       as to the financial terms of the Acquisition, consider the terms 
       of the Acquisition to be fair and reasonable. In providing its 
       advice to the NMR Directors, Canaccord Genuity has taken into 
       account the commercial assessments of the NMR Directors. Canaccord 
       Genuity is providing independent financial advice to the NMR 
       Directors for the purpose of Rule 3 of the Code. 
 
 --   Accordingly, the NMR Directors believe that the Acquisition is 
       in the best interests of NMR Shareholders as a whole and intend 
       to recommend unanimously that NMR Shareholders vote or procure 
       votes in favour of the Scheme at the Court Meeting and the Resolutions 
       to be proposed at the General Meeting (or, in the event that 
       the Acquisition is implemented by way of a Takeover Offer, to 
       accept or procure acceptance of the Takeover Offer), as all the 
       NMR Directors holding NMR Shares have irrevocably undertaken 
       to do in respect of their own beneficial holdings of 284,792 
       NMR Shares (representing, in aggregate, approximately 1.34% of 
       the NMR Shares in issue on the Last Practicable Date).

Irrevocable Undertakings

 
 --   In addition to the irrevocable undertakings noted above, ABF 
       has received irrevocable undertakings to vote in favour of the 
       Scheme at the Court Meeting and the Resolutions to be proposed 
       at the General Meeting (or, in the event that the Acquisition 
       is implemented by way of a Takeover Offer, to accept or procure 
       acceptance of the Takeover Offer) in respect of 14,072,334 NMR 
       Shares, representing approximately 66.25% of the NMR Shares in 
       issue on the Last Practicable Date. 
 
 --   In addition, ABF has received an undertaking to act on a reasonable 
       endeavours basis to vote in favour of the Scheme at the Court 
       Meeting and the Resolutions to be proposed at the General Meeting 
       (or, in the event that the Acquisition is implemented by way 
       of a Takeover Offer, to accept or procure acceptance of the Takeover 
       Offer) in respect of 194,880 NMR shares (representing, in aggregate, 
       approximately 0.92% of the NMR Shares in issue on the Last Practicable 
       Date). 
 
 --   Therefore, as at the date of this announcement, ABF has received 
       irrevocable undertakings and reasonable endeavours undertakings 
       in respect of a total of 14,552,006 NMR Shares (representing 
       approximately 68.51% of the NMR Shares in issue on the Last Practicable 
       Date). 
 
 --   Full details of the irrevocable undertakings received by ABF 
       are set out in Appendix 3 to this announcement.

Timetable and Conditions

 
 --   It is intended that the Acquisition be implemented by 
       way of a Court-sanctioned scheme of arrangement under 
       Part 26 of the Companies Act (or, if ABF so elects and 
       with the consent of the Panel, a Takeover Offer). The 
       purpose of the Scheme is to provide for AB Agri to become 
       the owner of the entire issued and to be issued ordinary 
       share capital of NMR. The Scheme will be put to Scheme 
       Shareholders at the Court Meeting and to the NMR Shareholders 
       at the General Meeting. In order to become Effective, 
       the Scheme must be approved by a majority in number of 
       the Scheme Shareholders voting at the Court Meeting, either 
       in person or by proxy, representing at least 75% in value 
       of the Scheme Shares voted. In addition, the implementation 
       of the Scheme must also be approved by NMR Shareholders 
       at the General Meeting. 
 
 --   The Acquisition will be on the terms and subject to the 
       Conditions and certain further terms set out in Appendix 
       1 to this announcement, including, among other things: 
       (a) the approval of Scheme Shareholders at the Court Meeting 
       and the passing of the Resolutions to be proposed at the 
       General Meeting; (b) the CMA confirming in response to 
       a briefing note that it has no further questions or, alternatively, 
       CMA approval; (c) the sanction of the Scheme by the Court; 
       and (d) the Scheme becoming Effective no later than the 
       Long Stop Date. The Acquisition does not require the approval 
       of ABF shareholders. 
 
 --   The Scheme Document will include full details of the Scheme, 
       together with an explanatory statement providing details 
       of the Acquisition, and the notices convening the Court 
       Meeting and the General Meeting. The Scheme Document will 
       also contain the expected timetable of the Acquisition 
       and will specify the necessary actions to be taken by 
       NMR Shareholders. The Scheme Document will be sent to 
       NMR Shareholders within 28 days of the date of this announcement 
       (or such later date as NMR, ABF and the Panel agree). 
 
 --   If any dividend or other distribution in respect of the 
       NMR Shares is declared, paid or made on or after the date 
       of this announcement, ABF reserves the right to reduce 
       the consideration payable for each NMR Share under the

       terms of the Acquisition by the amount per NMR Share of 
       such dividend or distribution. If ABF exercises this right 
       or makes such a reduction in respect of a dividend or 
       distribution, NMR Shareholders will be entitled to receive 
       and retain that dividend or distribution. 
 
 --   The Acquisition is currently expected to become Effective 
       during Q3 2023, subject to the satisfaction or waiver 
       of the Conditions and certain further terms set out in 
       Appendix 1 to this announcement and to the full terms 
       and conditions of the Acquisition which will be set out 
       in the Scheme Document 
 
 --   The NMR Directors are responsible for arranging this announcement 
       on behalf of NMR. The ABF Directors are responsible for 
       arranging this announcement on behalf of ABF. The LEI 
       of NMR is 213800WRKB3WOUGNGN83.

Commenting on today's announcement, Trevor Lloyd, Chairman of NMR, said:

 
 "I am pleased to announce ABF's intention to acquire NMR. 
  ABF's and AB Agri's status within the UK agricultural sector 
  and expertise in the dairy industry will provide a significant 
  benefit to NMR's customers. As the UK dairy supply chain continues 
  its drive to carbon neutrality, NMR's work with GenoCells and 
  milk data, and our pivotal role in payment testing, will contribute 
  important information to aid in this transition. The backing 
  of ABF will accelerate and de-risk NMR's ability to deliver 
  its strategic objectives, streamlining industry processes by 
  creating a holistic business that can provide end-to-end data 
  and analysis to ensure the long term sustainability, efficiency 
  and profitability of UK dairy. 
  The NMR team looks forward to working as part of ABF and AB 
  Agri to further position NMR as a leading player at the centre 
  of the UK dairy industry."

Commenting on today's announcement, José Nobre, Chief Executive of AB Agri, said:

 
 "I am delighted to be announcing AB Agri's intention to acquire 
  NMR. NMR is a high-quality business which is extremely complementary 
  and additive to our dairy strategy and offering to the dairy 
  industry. We have supported dairy farmers for more than 30 
  years with nutrition and specialty feed products, and more 
  recently with data and technology platforms which deliver insights 
  that create continuous improvement in agricultural supply chains. 
  Acquiring NMR is an extension of this strategy and will enable 
  us to service the industry better, offering products that deliver 
  increased value, efficiency and ultimately profitability for 
  dairy farmers. NMR has assembled a strong team and we are excited 
  by the prospect of working together with them to accelerate 
  the development of the business."

This summary should be read in conjunction with, and is subject to, the following full text of this announcement and the Appendices. The Scheme will be subject to the further terms and conditions set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by ABF are set out in Appendix 3 . Certain terms used in this announcement are defined in Appendix 4 .

A copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on ABF's website at www.abf.co.uk/investors and NMR's website at www.nmr.co.uk/investors. For the avoidance of doubt, the contents of these websites and of any other website accessible by hyperlinks on this website, are not incorporated by reference into, and do not form part of, this announcement.

Enquiries:

 
 Associated British Foods Plc                    +44 (0)20 7399 6545 
 Eoin Tonge, Group Finance Director 
 Chris Barrie, Corporate Affairs Director 
 
 Rothschild & Co (Financial Adviser to 
  ABF)                                           +44 (0)20 7280 5000 
 Stuart Vincent 
 Simon Cope-Thompson 
 
 Citigate Dewe Rogerson (Financial PR 
  Adviser to ABF)                                +44 (0)20 7638 9571 
 Holly Gillis           Tel: 07940 797560 
 Angharad Couch         Tel: 07507 643004 
 
 National Milk Records Plc                       +44 (0)3330 043 043 
 Mark Frankcom, Finance Director 
 
 Canaccord Genuity Limited (AQSE Corporate 
  Adviser, Broker and Rule 3 Adviser to 
  NMR)                                           +44 (0)20 7523 8000 
 Adam James 
 Harry Rees 
 
 BlytheRay (Financial PR adviser to NMR)         +44 (0)20 7138 3204 
 Megan Ray 
 Rachael Brooks

Addleshaw Goddard LLP is providing legal advice to ABF. Gowling WLG (UK) LLP is providing legal advice to NMR.

IMPORTANT NOTICES

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation or the solicitation of an offer to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition, together with the accompanying forms of proxy. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their NMR Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law and the Code 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 of jurisdictions outside the United Kingdom. This announcement does not constitute a prospectus or prospectus equivalent document.

The Scheme Document (including notices of the Court Meeting and the General Meeting), together with the relevant Forms of Proxy, will be published as soon as practicable and in any event within 28 days of this announcement (unless otherwise agreed with the Panel).

ABF and NMR encourage NMR Shareholders to read the Scheme Document (or any further documentation published in connection with the Acquisition) carefully when it becomes available because it will contain important information in relation to the Acquisition. Any decision by NMR Shareholders in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The Acquisition relates to securities in a non-US company registered in England and Wales trading on the AQSE Growth Market, and is subject to the disclosure requirements, rules and practices applicable to companies trading in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales, the Code and the Aquis Rules. US shareholders should read this entire document. Accordingly, the Acquisition will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures. US shareholders should note that NMR is not listed on an American securities exchange, subject to the periodic reporting requirements of the US Exchange Act or required to, and does not, file any reports with the SEC thereunder.

It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Acquisition under US federal securities laws since NMR is located outside the United States and its officers and most of its directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice, ABF or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase NMR Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at www.nmr.co.uk/investors and www.abf.co.uk/investors by no later than 12 noon (London time) on 07 June 2023 (being the Business Day following the date of this announcement). The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Requesting Hard Copy Documents

In accordance with Rule 30.3 of the Code, NMR Shareholders and persons with information rights may request a hard copy of this announcement by contacting NMR's registrars, Equiniti Limited on +44 (0)371 384 2050 or by submitting a request in writing at Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA . Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except English and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, NMR confirms that, as at the close of business on 05 June 2023 (being the last Business Day prior to the date of this announcement), it had in issue 21,239,702 NMR Shares, which are in issue and admitted to trading on the AQSE Growth Market. The International Securities Identification Number (ISIN) of the NMR Shares is GB00B5TWCQ18.

No Profit Forecasts or Estimates

No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate, or quantified financial benefits statement or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for NMR for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for NMR.

Other Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period. Relevant persons who deal in the relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Disclaimers

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for NMR and no one else in connection with the Acquisition and will not be responsible to anyone other than NMR for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this announcement, any statement contained herein or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for ABF and no one else in connection with the Acquisition and will not be responsible to anyone other than ABF for providing the protections afforded to clients of Rothschild & Co nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Forward-looking Statements

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by ABF and NMR may contain certain forward-looking statements with respect to the financial condition, results of operations and business of ABF and/or NMR and certain plans and objectives of ABF and/or NMR with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by ABF and/or NMR in the light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither ABF nor NMR assumes any obligation to update or correct the information contained in this

announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

FOR IMMEDIATE RELEASE

06 June 2023

RECOMMED CASH ACQUISITION

NATIONAL MILK RECORDS PLC

ASSOCIATED BRITISH FOODS PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1              Introduction

The boards of Associated British Foods plc ("ABF") and National Milk Records plc ("NMR") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition to be made by ABF, pursuant to which AB Agri Limited (an indirect wholly-owned subsidiary of ABF) will acquire the entire issued and to be issued ordinary share capital of NMR (the "Acquisition").

It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. ABF reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

   2              The Acquisition

Under the terms of the Acquisition, each NMR Shareholder will be entitled to receive:

215 pence in cash per NMR Share

The Acquisition values the entire issued and to be issued ordinary share capital of NMR at approximately GBP48.0 million on a fully diluted basis.

The Acquisition represents a premium of approximately:

 
   --   87.0% to the Closing Price of an NMR Share of 115.0 
         pence on 05 June 2023, being the Last Practicable Date; 
 
   --   94.6% to the volume weighted average share price ("VWAP") 
         of an NMR Share of 110.5 pence for the three month period 
         ended on the Last Practicable Date; and 
 
   --   85.6% to the VWAP of an NMR Share of 115.9 pence for 
         the six month period ended on the Last Practicable Date.

Subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in full in the Scheme Document, the Scheme Shares will be acquired by AB Agri fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement in respect of the NMR Shares.

If any dividend or other distribution in respect of the NMR Shares is declared, paid or made on or after the date of this announcement, ABF reserves the right to reduce the consideration payable for each NMR Share under the terms of the Acquisition by the amount per NMR Share of such dividend or distribution. To the extent that any such dividend or other distribution and/or other return of capital announced, declared, paid or made is: (a) transferred pursuant to the Acquisition on a basis which entitles ABF to receive the dividend or other distribution and to retain it; or (b) cancelled, then in either case the consideration payable in respect of the Acquisition will not be subject to change in accordance with this paragraph. If ABF exercises this right or makes such a reduction in respect of a dividend or distribution, NMR Shareholders will be entitled to receive and retain that dividend or distribution. Any exercise by ABF of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision of variation of the terms of the Acquisition.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement, including, among other things: (a) the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolutions to be proposed at the General Meeting; (b) the CMA confirming in response to a briefing note that it has no further questions or, alternatively, CMA approval; (c) the sanction of the Scheme by the Court; and (d) the Scheme becoming Effective no later than the Long Stop Date. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting representing at least 75% in value of the Scheme Shares voted by such holders.

The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details of the Acquisition, and the notices convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable of the Acquisition and will specify the necessary actions to be taken by NMR Shareholders. The Scheme Document will be sent to NMR Shareholders within 28 days of the date of this announcement (or such later date as NMR, ABF and the Panel agree).

   3              Background to and reasons for the Acquisition

AB Agri actively looks to add new, complementary capabilities through M&A and has a track record of successfully acquiring businesses. NMR's business is well aligned with AB Agri's objective of supporting customers across the dairy industry, helping to drive efficiency and increase productivity. NMR provides complementary services and technology offerings to AB Agri's existing operations across the dairy supply chain, and AB Agri believes that a combination will enable a better service to the dairy industry, initially in the UK, offering products that deliver increased value, efficiency and ultimately profitability for farmers. AB Agri is excited about NMR becoming part of the broader group and believes that the Acquisition will allow NMR to accelerate and de-risk the delivery of its strategy, as well as creating greater opportunities for NMR's customers, employees and wider stakeholders.

   4              Background to and reasons for the recommendation of the Acquisition

The NMR Directors believe that NMR is the leading agri-tech supplier of management information and testing services to the UK dairy supply chain. NMR has, in recent years, implemented several significant initiatives which streamlined its business to allow it to focus on the services required by both the milk production supply base and the milk processing sector of the UK dairy industry. NMR now has a highly respected and unique position as the only business carrying out Payment Testing within the industry. This current footprint and lean infrastructure have resulted in significant cash-generation and delivery of good profit levels.

NMR's success has largely been driven by working collaboratively with the key players in each sector, such as milk processors, retailers, vets and third-party suppliers to UK dairy farmers. NMR demonstrated its versatility and robustness with a swift recovery from the impact of the Covid-19 pandemic, and more recently has developed a leading genomics laboratory which enables the launch of the novel GenoCells testing service. This exclusive technology is a significant step forward in testing individual cows for somatic cells, an early indication of mastitis infection.

NMR's business continues to differentiate itself by developing new products and making investments into alternative technologies to align itself with the growing emphasis in the dairy market on sustainability and the mitigation of the environmental impact of dairy food production. The UK dairy supply chain is currently stepping very much onto the front foot in an extremely proactive drive to prove its credentials in terms of carbon reduction and ultimately carbon neutrality. NMR's services and data are central to the achievement of that aim.

NMR's unaudited results for the six-month period ended 31 December 2022 show the continued strategic progress that has been made and, accordingly, the NMR Board remains confident in NMR's future prospects as an independent listed company and its ability to deliver sustainable value for all stakeholders over the medium to long-term. However, these prospects, by their forward-looking nature, involve future risk and uncertainty and the NMR Board has therefore taken into account the offer from ABF which would provide NMR Shareholders with an immediate realisation of this future value in cash.

In that context, the NMR Board did not solicit an offer for NMR from ABF. Following a period of dialogue, the NMR Board received an indicative proposal from ABF of 215 pence per share and decided to engage in discussions with ABF to facilitate its due diligence, which have resulted in this announcement of the Acquisition.

The NMR Board has also consulted with certain of NMR's significant shareholders who have demonstrated their support for the Acquisition - this is evidenced by their provision of irrevocable undertakings and reasonable endeavours undertakings to support the Acquisition in respect of, in aggregate (when added to those irrevocable undertakings given by the NMR Directors themselves), 14,552,006 NMR Shares representing approximately 68.51% of the NMR Shares in issue as the Last Practicable Date.

The NMR Directors believe that the Acquisition will provide additional resources and support to deliver scale to NMR's business, including GenoCells in the UK and the US, whilst also providing complementary expertise, technologies and actionable insights to NMR's existing and prospective customers - including UK dairy farmers, milk processors and retailers.

Having given due consideration to ABF's intentions in relation to NMR's employees, the NMR Directors also believe that NMR's workforce will benefit from enhanced future employment opportunities within the enlarged ABF Group. The NMR Directors also welcome ABF's statements that it has no current plans to make any changes to the location of NMR's places of business, headquarters and headquarter functions following the Scheme becoming Effective, and that, following the Effective Date, the existing contractual and statutory employment rights, including pensions rights, of all management and employees of NMR will be fully safeguarded, and that ABF does not intend to make any material change in their conditions of employment. The NMR Directors note and agree with ABF's other stated intentions in respect of the business, management, employees, pension schemes and other stakeholders of NMR.

In considering the financial terms of the Acquisition and determining whether they value NMR and its prospects appropriately, the NMR Board has taken into account a number of factors, including but not limited to, the following:

 
 --   the Acquisition reflects the strength of the NMR business 
       and its medium-term future prospects, and provides an 
       opportunity for NMR Shareholders to crystallise, in cash, 
       the value of their investments on fair and reasonable 
       financial terms which incorporate the potential for future 
       value creation and provide certainty when weighed against 
       the inherent uncertainty of the delivery of future value; 
 
 --   the Acquisition provides an answer to the problem of the 
       current illiquidity of NMR Shares and the relatively small 
       size of the Company as a quoted entity, both of which 
       limit attractiveness of the stock to institutional investors, 
       despite the attractions of the underlying business. The 
       alternatives, such as moving to a new trading platform 
       such as AIM, does not on its own solve this underlying 
       mismatch of scale, illiquidity and public company status; 
 
 --   the Offer Price of 215 pence per NMR Share represents 
       an attractive premium of 87.0% to the Closing Price of 
       115.0 pence per NMR Share on 05 June 2023, the Last Practicable 
       Date; and 
 
 --   the Offer Price represents a premium of 94.6% to the VWAP 
       of an NMR Share of 110.5 pence for the three month period 
       ended on the Last Practicable Date, and a premium of 85.6% 
       to the VWAP of an NMR Share of 115.9 pence for the six 
       month period ended on the Last Practicable Date.

Following careful consideration of both the financial terms of the Acquisition and ABF's plans for the NMR business under ABF's ownership, the NMR Board has determined that the Acquisition is in the best interests of NMR and NMR Shareholders as a whole.

   5              Recommendation

The NMR Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the NMR Directors, Canaccord Genuity has taken into account the commercial assessments of the NMR Directors. Canaccord Genuity is providing independent financial advice to the NMR Directors for the purpose of Rule 3 of the Code.

Accordingly, the NMR Directors unanimously intend to recommend that the NMR Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as all the NMR Directors holding NMR Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 284,792 NMR Shares (representing, in aggregate, approximately 1.34% of the Scheme Shares in issue on the Last Practicable Date).

   6              Irrevocable undertakings

In addition to the irrevocable undertakings from the NMR Directors referred to in paragraph 5 above, ABF has received irrevocable undertakings from certain other NMR Shareholders to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 14,072,334 NMR Shares, representing approximately 66.25% of the NMR Shares in issue as the Last Practicable Date.

In addition, ABF has received an undertaking to act on a reasonable endeavours basis to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 194,880 NMR shares (representing, in aggregate, approximately 0.92% of the NMR Shares in issue on the Last Practicable Date).

Consequently, ABF has received irrevocable undertakings and reasonable endeavours undertakings in respect of approximately 14,552,006 NMR Shares, representing approximately 68.51% of the NMR Shares in issue as the Last Practicable Date.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

   7              Information on ABF and AB Agri

The ABF Group is a diversified international food, ingredients and retail group with 132,000 employees in 53 countries. ABF has a premium listing on the Main Market of the London Stock Exchange and has a market capitalisation of some GBP14 billion with a net cash position of circa GBP0.6 billion.

AB Agri is ABF's international agri-food business and a leader in the UK agricultural sector. AB Agri occupies a key position in the food supply chain, with a presence in more than 80 countries, employing over 3,000 people internationally. AB Agri supplies a wide range of animal feed, supplements and specialist ingredients, and provides value-added services and expertise to farmers, feed and food manufacturers and retailers. It operates at the heart of the agricultural industry and its vision centres around working with its customers to produce high-quality, affordable, safe and responsibly sourced food products. AB Agri has an established position in the UK dairy industry, working with over 2,000 UK dairy farms.

Further details in relation to ABF and AB Agri will be contained in the Scheme Document.

   8              Information on NMR

The NMR Directors believe that NMR is the leading agri-tech supplier of management information and testing services to the UK dairy supply chain, developing technology used to inform farming efficiency and animal welfare, and quantify food provenance. NMR regularly collects a milk sample from virtually every dairy farm in Great Britain, positioning it as a highly respected and present voice across the breadth of the national dairy sector. NMR's success has been largely driven by strong collaborative relationships with key industry players, including dairy farmers, vets, milk processors, third party suppliers, and major retailers.

NMR provides milk recording and testing services, invoicing upwards of 3,000 farms every month. In addition, NMR provides milk payment testing services to the majority of the UK's milk processors. Through its laboratories, NMR also provides disease testing services for individual animals and whole herd analysis. NMR continues to differentiate itself by developing new products and services and investing in alternative technologies, notably genomics and GenoCells.

In delivering its services, NMR has been working to help reduce carbon emissions per litre of milk whilst maintaining overall milk yields. This objective aligns with the aims of the UK dairy supply chain, which continues to be proactive in its drive to prove its carbon reduction and carbon neutrality credentials. NMR's services and data are central to achieving that aim.

   9              NMR Share Schemes

Participants in the NMR Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the NMR Share Schemes and appropriate proposals in accordance with Rule 15 of the Code will be made to such participants in due course.

Details of these proposals will be set out in the Scheme Document and separate Rule 15 proposal documentation.

   10            Financing

The cash consideration payable to the NMR Shareholders under the terms of the Acquisition will be financed by existing cash resources available to ABF.

Rothschild & Co, as financial adviser to ABF, is satisfied that sufficient cash resources are available to ABF to enable it to satisfy in full the cash consideration payable to NMR Shareholders under the terms of the Acquisition.

   11            Governance, management, employees and locations of business

ABF and AB Agri's strategic plans for NMR

ABF and AB Agri have a high regard for NMR's business and intend to support the acceleration of their current strategy, with NMR benefiting from the capabilities, scale and resources of AB Agri. ABF and AB Agri's intention is for NMR to operate as part of AB Agri. The Acquisition will enable AB Agri and NMR to enhance their proposition as a value-added partner for dairy farmers and dairy processors, and to support the dairy industry, initially in the UK, to deliver high-quality, responsibly sourced products as a key part of the daily nutrition of millions of consumers.

Prior to the date of this announcement, ABF has been granted access to certain due diligence information and NMR's senior management in order to undertake customary confirmatory due diligence. Consequently, ABF has not yet had access to sufficiently granular information to allow it to formulate a detailed operational plan regarding the integration of NMR into the ABF Group. Following the Effective Date and in the first six months of ownership, ABF intends to initiate a review of the business and operations of NMR. While the parameters of the review have not yet been finalised, ABF expects that it will involve an evaluation of business expansion opportunities, development of ideas for enhancing the enlarged ABF Group's proposition as a value-added partner for dairy farmers and processors, an analysis of overlapping areas and functions (in particular in corporate and support areas) and identification of potential areas of overlap in the enlarged ABF Group's portfolio of real estate and offices.

Employees and management

ABF values the skills and experience of NMR's management and employees and believes that they will benefit from enhanced opportunities under the ownership of AB Agri, given its broader activities and capabilities. ABF confirms that, following the Effective Date, the existing contractual and statutory employment rights of all of NMR Group's management and employees will be fully safeguarded in accordance with applicable law.

ABF has not yet begun to carry out the review referred to above and accordingly has not reached any conclusions or formulated any specific intentions as to its likely outcome or made any decisions in relation to any detailed actions that may be taken as a result of this review. ABF therefore cannot be certain what impact there will be on the employment of, and the balance of skills and functions of, or terms and conditions of employment of, the management and employees of the enlarged ABF Group. However, any reduction in headcount arising from integration is expected to be mainly in respect of overlapping functions (principally corporate and support) and those functions associated with NMR's status as a public listed company and is not expected to be material. Any such reductions would be subject to appropriate consultation with employees and employee representative bodies.

In addition, it is intended that, upon completion of the Acquisition, each of the non-executive members of the NMR Board shall resign from their office as a director of NMR.

ABF has not entered into and has not discussed any form of incentivisation arrangements with members of NMR's management and will not have any such discussions prior to the Effective Date. ABF intends to put in place appropriate arrangements for NMR's management following completion of the Acquisition.

Pensions

NMR does not operate or contribute to any defined benefit pension schemes in respect of its employees. It does, however, operate certain defined contribution pension schemes. ABF does not intend to make any changes to the eligibility rules or contribution rates that currently apply under NMR's defined contribution pension plans. ABF confirms that it will comply with all applicable laws in connection with the provision of retirement benefits.

Locations of business, fixed assets, headquarters and research and development

Following the Acquisition, ABF intends that NMR will operate within AB Agri. ABF does not intend to change the locations of NMR's laboratories, and no change in the location of NMR's headquarters or headquarters function is intended to be made in the 12 months following the Effective Date. ABF does intend to assess, as part of the review referred to above, the most appropriate locations for NMR's offices, in the light of AB Agri's and ABF's existing property footprint. Where overlap or duplication are identified, locations of business (including headquarters) may, in due course, be consolidated, disposed or repurposed. No significant changes are intended by ABF with respect to the deployment of NMR's fixed asset base.

ABF recognises the importance of research and development to NMR's ability to provide industry leading solutions to its customers. ABF has no intention of materially reducing NMR's level of expenditure on research and development.

Trading facilities

NMR Shares are currently traded on the AQSE Growth Market and, as set out in paragraph 15 of this announcement, a request will be made to Aquis to cancel trading in NMR's shares on the AQSE Growth Market, to take effect from or shortly after the Effective Date. As stated in paragraph 15 of this announcement, dealings in NMR Shares will be suspended prior to the Effective Date and thereafter there will be no trading facilities in relation to NMR Shares.

No statements in this section are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

   12            Offer-related Arrangements

Confidentiality Agreement

Pursuant to the Confidentiality Agreement, AB Agri undertook to keep, and to procure that certain of their representatives keep information relating to the NMR Group and/or to the Acquisition confidential, to use such information solely for the agreed purposes in relation to the Acquisition and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force until the earlier of: (a) completion of the Acquisition by ABF or a member of the ABF Group; or (b) the date falling two years after the date of the Confidentiality Agreement.

Co-operation Agreement

Pursuant to the Co-operation Agreement: (a) ABF and NMR have agreed to co-operate to assist with the satisfaction of certain regulatory conditions; (b) ABF has agreed to provide NMR with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; and (c) ABF and NMR have agreed certain arrangements in respect of the NMR Share Schemes.

The Co-operation Agreement will terminate, among other things: (a) if the Acquisition is withdrawn or lapses; (b) if prior to the Long Stop Date any Condition becomes incapable of satisfaction; (c) if the NMR Directors withdraw their recommendation of the Acquisition or if the NMR Directors recommend a competing proposal; (d) if the Scheme does not become Effective in accordance with its terms by the Long Stop Date; or (e) otherwise as agreed in writing between ABF and NMR.

   13            Structure of and conditions to the Acquisition

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between NMR and the Scheme Shareholders under Part 26 of the Companies Act, although ABF reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

The effect of the Scheme is to provide for AB Agri to become the holder of the entire issued and to be issued ordinary share capital of NMR. This is to be achieved by the transfer of the Scheme Shares to AB Agri, in consideration for which the Scheme Shareholders will receive the cash consideration payable under the Scheme on the basis set out in paragraph 2 of this announcement.

To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting and who represent 75 per cent or more in value of the Scheme Shares voted by those Scheme Shareholders. In respect of the approval of the Scheme, Scheme Shareholders will be entitled to cast one vote for each Scheme Share held. The Scheme also requires the Resolutions to be approved by the requisite majority of NMR Shareholders at the General Meeting. It is expected that the General Meeting will be held immediately after the Court Meeting. In respect of the Resolutions to be proposed at the General Meeting, NMR Shareholders will be entitled to cast one vote for each NMR Share held.

Once the necessary approvals have been obtained at the Court Meeting and the General Meeting, and the other Conditions (save for the Condition set out at paragraph 4 of Part A of Appendix 1 ) have been satisfied or, if applicable, waived, the Scheme must be sanctioned by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to ABF and NMR). The Scheme will only become Effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies for registration.

The Acquisition is subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions that will be set out in the Scheme Document, including, among other things:

 
 (a)   the Scheme becoming Effective by 11.59 p.m. (London 
        time) on the Long Stop Date; 
 
 (b)   the approval of the Scheme by a majority in number of 
        Scheme Shareholders present and voting (and entitled 
        to vote), either in person or by proxy, at the Court 
        Meeting and who represent at least 75% in value of the 
        Scheme Shares voted by such holders; 
 
 (c)   the passing of the Resolutions by the requisite majority 
        at the General Meeting; 
 
 (d)   the CMA confirming in response to a briefing note that 
        it has no further questions or, alternatively, CMA approval; 
 
 (e)   the sanction of the Scheme by the Court (without modification 
        or with modification on terms acceptable to ABF and 
        NMR); and 
 
 (f)   a copy of the Scheme Court Order is delivered to the 
        Registrar of Companies.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting, the General Meeting (and the associated Forms of Proxy) and the expected timetable. It will also specify the action to be taken by Scheme Shareholders.

Subject to the satisfaction of the Conditions, the Scheme is expected to become effective during Q3 2023.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour) and the cash consideration payable under the Scheme will be issued and despatched to Scheme Shareholders no later than 14 days after the Effective Date. Share certificates in respect of NMR Shares will cease to be valid and entitlements to NMR Shares held within the CREST system will be cancelled.

Any NMR Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, among other matters, provide that the NMR Articles be amended to incorporate provisions requiring any NMR Shares issued after the Scheme Record Time (other than to AB Agri or its nominee(s)) to be automatically transferred to AB Agri on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the NMR Articles (as amended) will avoid any person (other than AB Agri or its nominee(s)) holding NMR Shares after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme may be waived by ABF, and the Long Stop Date may be extended by agreement between ABF and NMR.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court and the applicable requirements of the Code, the Panel, the Aquis Rules, and the FCA.

   14            Right to switch to a Takeover Offer

ABF reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition.

Further, in such circumstances, if sufficient acceptances of the Takeover Offer are received and/or sufficient NMR Shares are otherwise acquired, it is the intention of ABF to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining NMR Shares in respect of which the Takeover Offer has not been accepted.

 
            15              Cancellation of admission to trading on the AQSE Growth 
                             Market and re-registration as a private limited company

It is intended that dealings in NMR Shares will be suspended on or shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that an application will be made to Aquis for the cancellation of admission to trading of NMR Shares on the AQSE Growth Market, with effect from or shortly after the Effective Date.

The last day of dealing in NMR Shares on the AQSE Growth Market is currently expected to be the Business Day immediately prior to the Effective Date and it is currently intended that no transfers will be registered after 6.00 p.m. on that date.

Share certificates in respect of NMR Shares will cease to be valid and should be destroyed on the Effective Date. In addition, entitlements held within CREST to NMR Shares will be cancelled on the Effective Date.

It is ABF's intention that, in due course and following the cancellation of admission to trading on the AQSE Growth Market, NMR will be re-registered as a private limited company.

   15            Disclosure of Interests

As at the Last Practicable Date, neither ABF, nor any of its directors, nor, so far as ABF is aware, any person acting in concert (within the meaning of the Code) with ABF has:

 
 --   any interest in, or right to subscribe for, any NMR Shares 
       nor does any such person have any short position in any 
       NMR Shares, including any short positions under a derivative, 
       any agreement to sell, any delivery obligation or right 
       to require another person to purchase or take delivery 
       of any NMR Shares; 
 
 --   borrowed or lent any NMR Shares or entered into any financial 
       collateral arrangements of the kind referred to in Note 
       4 on Rule 4.6 of the Code relating to any NMR Shares; 
       or 
 
 --   is party to any dealing arrangement of the kind referred 
       to in Note 11 on the definition of acting in concert in 
       the Code in relation to any NMR Shares.

"Interests in securi ti es " for these purposes and within the meaning of the Code arise, in summary, when a person has long economic exposure, whether absolute or condi ti onal, to changes in the price of securi ti es (and a person who only has a short posi ti on in securi ti es is not treated as interested in those securi ti es). In par ti cular, a person will be treated as having an 'interest' by virtue of the ownership, vo ti ng rights or control of securi ti es, or by virtue of any agreement to purchase, op ti on in respect of, or deriva ti ve referenced to, securi ti es.

   16            Documents available for inspection

Copies of the following documents are available, or will be made available promptly and by no later than 12 noon (London time) on the Business Day following the date of this announcement, on www.nmr.co.uk/investors and www.abf.co.uk/investors subject to certain restrictions relating to persons resident in Restricted Jurisdictions:

 
 (a)   this announcement 
 
 (b)   the irrevocable undertakings listed in Appendix 3; 
 
 (c)   the consent letters from each of Canaccord Genuity and 
        Rothschild & Co referred to in paragraph 19 below; 
 
 (d)   the Confidentiality Agreement; and 
 
 (e)   the Co-operation Agreement.

For the avoidance of doubt, the contents of any website referred to in this announcement, and the contents of any other website accessible from hyperlinks on such websites are not incorporated into and do not form part of this announcement.

   17            Overseas shareholders

The availability of the Acquisition and the distribution of this announcement to NMR Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. NMR Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. NMR Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once they have been despatched.

Further information for NMR Shareholders resident, or located, in overseas jurisdictions will be set out in the Scheme Document.

   18            General

In deciding whether or not to vote (or procure votes) to approve the Scheme at the Court Meeting or to vote (or procure votes) in favour of the Resolutions to be proposed at the General Meeting in respect of their NMR Shares, NMR Shareholders should rely solely on the information contained, and follow the procedures described, in the Scheme Document.

It has not been practicable for ABF to make enquiries of all of their concert parties in advance of the release of this announcement. Therefore, if ABF becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of NMR, all relevant details in respect of ABF's concert parties will be included in their opening position disclosure in accordance with Rule 8 of the Code, which shall be made on or before 12 noon (London time) on the 10th Business Day following the date of this announcement.

The Acquisition will be made on the terms and subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document. The bases and sources of certain information contained in this announcement are set out in Appendix 2 . Appendix 3 contains the details of the irrevocable undertakings received by ABF in relation to the Acquisition. Certain terms used in this announcement are defined in Appendix 4 .

The NMR Directors are responsible for arranging this announcement on behalf of NMR. The ABF Directors are responsible for arranging this announcement on behalf of ABF. The LEI of NMR is 213800WRKB3WOUGNGN83 .

Each of Canaccord Genuity and Rothschild & Co has given and not withdrawn its consent to the inclusion in this announcement of references to its name in the form and context in which they appear.

IMPORTANT NOTICES

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation or the solicitation of an offer to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

ABF and NMR encourage NMR Shareholders to read the Scheme Document (or any further documentation published in connection with the Acquisition) carefully when it becomes available because it will contain important information in relation to the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Rule 26.1 Disclosure

Requesting Hard Copy Documents

Rule 2.9 Disclosure

Other Disclosure Requirements of the Code

Disclaimers

Rounding

Forward-looking Statements

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by ABF and NMR) may contain certain forward-looking statements with respect to the financial condition, results of operations and business of ABF and/or NMR and certain plans and objectives of ABF and/or NMR with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by ABF and/or NMR in the light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither ABF nor NMR assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

General

Appendix 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A

Conditions to the Scheme and the Acquisition .

 
 1   The Acquisition will be conditional upon the Scheme becoming 
      unconditional and becoming Effective, subject to the provisions 
      of the Code, on or before the Long Stop Date or such later 
      date (if any) as ABF and NMR may, with the consent of the 
      Panel, agree and (if required) the Court may approve.

Scheme approval

The Scheme will be conditional upon:

 
 2   (i) approval of the Scheme by a majority in number representing 
      not less than 75% of the voting rights attaching to the 
      Scheme Shares held by those Scheme Shareholders (or the 
      relevant class or classes thereof) who are on the register 
      of members of NMR at the Voting Record Time, present and 
      voting, either in person or by proxy, at the Court Meeting 
      and at any separate class meeting which may be required 
      by the Court or at any adjournment of any such meetings; 
      and (ii) the Court Meeting being held on or before the 
      22nd day after the expected date of the Court Meeting to 
      be set out in the Scheme Document in due course (or such 
      later date (if any) as ABF and NMR may agree with the consent 
      of the Panel (if required) and the Court may allow); 
 
 3   (i) all Resolutions necessary to approve and implement 
      the Scheme being duly passed by the requisite majority 
      at the General Meeting or at any adjournment thereof; and 
      (ii) the General Meeting being held on or before the 22nd 
      day after the expected date of the General Meeting to be 
      set out in the Scheme Document in due course (or such later 
      date (if any) as ABF and NMR may agree with the consent 
      of the Panel (if required) and the Court may allow); and 
 
 4   (i) the sanction of the Scheme by the Court (without modification, 
      or with modification on terms acceptable to ABF and NMR) 
      and the delivery of a copy of the Scheme Court Order to 
      the Registrar of Companies for registration; and (ii) the 
      Scheme Court Hearing being held on or before the 22nd day 
      after the expected date of the Scheme Court Hearing to 
      be set out in the Scheme Document in due course (or such 
      later date (if any) as ABF and NMR may agree with the consent 
      of the Panel (if required) and the Court may allow).

General conditions

In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following matters set out in this Part A of Appendix 1 and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such conditions (as amended if appropriate) have been satisfied, or, where relevant, waived:

Official authorisations, regulatory clearances and third party clearances

 
 5     one of the following having occurred: 
 
 5.1   by the time of the sanction of the Scheme by the Court, and following 
        the submission of a Briefing Paper to the CMA's Mergers Intelligence 
        Unit in connection with the Acquisition, the CMA has responded 
        to the Briefing Paper to indicate that it does not require any 
        further information, and has not commenced a Phase 1 Investigation; 
        or 
 
 5.2   where the CMA has commenced a Phase 1 Investigation following 
        the submission of the Briefing Paper: 
 
       (a)       the CMA has announced that it has decided not to make 
                  a Phase 2 Reference; or 
 
       (b)       (in accordance with section 73(2) of the Enterprise 
                  Act 2002, the CMA has formally accepted undertakings 
                  in lieu of a Phase 2 Reference. 
 
 6     the waiver (or non-exercise within any applicable time limits) 
        by any Third Party of any termination right, right of pre-emption, 
        first refusal or similar right (which is material in the context 
        of the Wider NMR Group taken as a whole) arising as a result 
        of or in connection with the Acquisition including, without limitation, 
        its implementation and financing or the proposed direct or indirect 
        acquisition of any shares or other securities in, or control 
        or management of, NMR by ABF or any member of the Wider ABF Group; 
 
 7     all necessary filings or applications having been made in connection 
        with the Acquisition and all statutory or regulatory obligations 
        in any jurisdiction having been complied with in connection with 
        the Acquisition or the acquisition by any member of the Wider 
        ABF Group of any shares or other securities in, or control of, 
        NMR and all authorisations, orders, grants, recognitions, determinations, 
        confirmations, consents, licences, clearances, permissions, exemptions 
        and approvals reasonably deemed necessary or appropriate by ABF 
        or any member of the Wider ABF Group for or in respect of the 
        Acquisition including without limitation, its implementation 
        and financing or the proposed direct or indirect acquisition 
        of any shares or other securities in, or control of, NMR or any 
        member of the Wider NMR Group by any member of the Wider ABF 
        Group having been obtained in terms and in a form satisfactory 
        to ABF from all appropriate Third Parties or persons with whom 
        any member of the Wider NMR Group has entered into contractual 
        arrangements and all such material authorisations, orders, grants, 
        recognitions, determinations, confirmations, consents, licences, 
        clearances, permissions, exemptions and approvals necessary or 
        appropriate to carry on the business of any member of the Wider 
        NMR Group which is material in the context of the ABF Group or 
        the NMR Group as a whole or of the financing of the Acquisition 
        remaining in full force and effect and all filings necessary 
        for such purpose having been made and there being no notice or 
        intimation of any intention to revoke or not to renew any of 
        the same at the time at which the Acquisition becomes otherwise 
        unconditional and all necessary statutory or regulatory obligations 
        in any jurisdiction having been complied with; 
 
 8     no Third Party having given notice of a decision to take, institute, 
        implement or threaten any action, proceeding, suit, investigation, 
        enquiry or reference (and, in each case, not having withdrawn 
        the same), or having enacted, made or proposed any statute, regulation, 
        decision or order, or change to published practice or having 
        taken any other steps, and there not continuing to be outstanding 
        any statute, regulation, decision or order, which in each case 
        would or would reasonably be expected to: 
 
       (i)       require, prevent or materially delay the divestiture, 
                  or materially alter the terms envisaged for any proposed 
                  divestiture by any member of the Wider ABF Group or 
                  any member of the Wider NMR Group of all or any portion 
                  of their respective businesses, assets or property 
                  or impose any limitation on the ability of any of them 
                  to conduct their respective businesses (or any of them) 
                  or to own any of their respective assets or properties 
                  or any part thereof which, in any such case, is material 
                  in the context of the Wider ABF Group or the Wider 
                  NMR Group in either case taken as a whole; 
 
       (ii)      require, prevent or materially delay the divestiture 
                  by any member of the Wider ABF Group of any shares 
                  or other securities in NMR; 
 
       (iii)     impose any material limitation on, or result in a material 
                  delay in, the ability of any member of the Wider ABF 
                  Group directly or indirectly to acquire or to hold 
                  or to exercise effectively any rights of ownership 
                  in respect of shares or loans or securities convertible 
                  into shares or any other securities (or the equivalent) 
                  in any member of the Wider NMR Group or the Wider ABF 
                  Group or to exercise voting or management control over 
                  any such member; 
 
       (iv)      otherwise adversely affect the business, assets, profits 
                  or prospects of any member of the Wider ABF Group or 
                  of any member of the Wider NMR Group to an extent which 
                  is material in the context of the Wider ABF Group or 
                  the Wider NMR Group in either case taken as a whole; 
 
       (v)       make the Acquisition, its implementation or the acquisition 
                  or proposed acquisition by ABF or any member of the 
                  Wider ABF Group of any shares or other securities in, 
                  or control of NMR void, illegal, and/or unenforceable 
                  under the laws of any jurisdiction, or otherwise, directly 
                  or indirectly, restrain, restrict, prohibit, delay 
                  or otherwise interfere with the same, or impose additional 
                  conditions or obligations with respect thereto; 
 
       (vi)      require any member of the Wider ABF Group or the Wider 
                  NMR Group to offer to acquire any shares or other securities 
                  (or the equivalent) or interest in any member of the 
                  Wider NMR Group or the Wider ABF Group owned by any 
                  third party; 
 
       (vii)     impose any limitation on the ability of any member 
                  of the Wider NMR Group to co-ordinate its business, 
                  or any part of it, with the businesses of any other 
                  members which is adverse to and material in the context 
                  of the Wider NMR Group taken as a whole or in the context 
                  of the Acquisition; or 
 
       (viii)    result in any member of the Wider NMR Group ceasing 
                  to be able to carry on business under any name under 
                  which it presently does so, and all applicable waiting 
                  and other time periods (including any extensions thereof) 
                  during which any such Third Party could institute, 
                  implement or threaten any action, proceeding, suit, 
                  investigation, enquiry or reference or any other step 
                  under the laws of any jurisdiction in respect of the 
                  Acquisition or the acquisition or proposed acquisition 
                  of any NMR Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

 
 9   save as Disclosed, there being no provision of any agreement, 
      arrangement, licence, permit or other instrument to which any 
      member of the Wider NMR Group is a party or by or to which any 
      such member or any of its assets may be bound, entitled or subject, 
      or any circumstance which in consequence of the Acquisition or 
      the proposed acquisition of any shares or other securities (or 
      equivalent) in NMR or because of a change in the control or management 
      of NMR or otherwise, could or would reasonably result in any 
      of the following, to an extent which is material and adverse 
      in the context of the Wider NMR Group, or the Wider ABF Group, 
      in either case taken as a whole, or in the context of the Acquisition: 
 
     (i)      any moneys borrowed by or any other indebtedness or liabilities 
               (actual or contingent) of, or grant available to any such 
               member, being or becoming repayable or capable of being declared 
               repayable immediately or earlier than their or its stated 
               maturity date or repayment date or the ability of any such 
               member to borrow moneys or incur any indebtedness being withdrawn 
               or inhibited or being capable of becoming or being withdrawn 
               or inhibited; 
 
     (ii)     any such agreement, arrangement, licence, permit or instrument 
               or the rights, liabilities, obligations or interests of any 
               such member thereunder being terminated or adversely modified 
               or affected or any obligation or liability arising or any 
               action being taken or arising thereunder; 
 
     (iii)    any asset or interest of any such member being or failing 
               to be disposed of or charged or ceasing to be available to

               any such member or any right arising under which any such 
               asset or interest could be required to be disposed of or 
               charged or could cease to be available to any such member 
               otherwise than in the ordinary course of business; 
 
     (iv)     other than in the ordinary course of business, the creation 
               or enforcement of any mortgage, charge or other security 
               interest over the whole or any part of the business, property, 
               assets or interest of any such member; 
 
     (v)      the rights, liabilities, obligations or interests of any 
               such member, or the business of any such member with, any 
               person, firm, company or body (or any arrangement or arrangements 
               relating to any such interest or business) being terminated, 
               adversely modified or affected; 
 
     (vi)     the value of any such member or its financial or trading 
               position or prospects being prejudiced or adversely affected; 
 
     (vii)    any such member ceasing to be able to carry on business under 
               any name under which it presently does so; or 
 
     (viii)   the creation or acceleration of any liability, actual or 
               contingent, by any such member (including any material tax 
               liability or any obligation to obtain or acquire any material 
               Authorisation, notice, waiver, concession, agreement or exemption 
               from any Third Party or any person) other than trade creditors 
               or other liabilities incurred in the ordinary course of business 
               or in connection with the Acquisition, 
 
     and, save as Disclosed, no event having occurred which, under 
      any provision of any agreement, arrangement, licence, permit 
      or other instrument to which any member of the Wider NMR Group 
      is a party or by or to which any such member or any of its assets 
      may be bound, entitled or subject, would or would reasonably 
      be expected to result in any of the events or circumstances as 
      are referred to in sub-paragraphs (i) to (viii) (inclusive) of 
      this Condition, in each case to the extent material in the context 
      of the Wider NMR Group taken as a whole or in the context of 
      the Acquisition;

Certain events occurring since Last Accounts Date

 
 10   save as Disclosed, there being no provision of any agreement, 
       arrangement, licence, permit or other instrument to which any 
       member of the Wider NMR Group is a party or by or to which any 
       such member or any of its assets may be bound, entitled or subject, 
       or any circumstance which in consequence of the Acquisition or 
       the proposed acquisition of any shares or other securities (or 
       equivalent) in NMR or because of a change in the control or management 
       of NMR or otherwise, could or would reasonably result in any 
       of the following, to an extent which is material and adverse 
       in the context of the Wider NMR Group, or the Wider ABF Group, 
       in either case taken as a whole, or in the context of the Acquisition: 
 
      (i)       save as between NMR and wholly-owned subsidiaries of NMR 
                 or for NMR Shares issued under or pursuant to the exercise 
                 of options and vesting of awards granted under the NMR Share 
                 Schemes, issued or agreed to issue, or authorised or proposed 
                 the issue of, additional shares of any class; 
 
      (ii)      save as between NMR and wholly-owned subsidiaries of NMR 
                 or for the grant of options and awards and other rights 
                 under the NMR Share Schemes, issued or agreed to issue, 
                 authorised or proposed the issue of securities convertible 
                 into shares of any class or rights, warrants or options 
                 to subscribe for, or acquire, any such shares or convertible 
                 securities; 
 
      (iii)     other than to another member of the NMR Group, prior to 
                 completion of the Acquisition, recommended, declared, paid 
                 or made any dividend or other distribution payable in cash 
                 or otherwise or made any bonus issue; 
 
      (iv)      save for intra-NMR Group transactions, merged or demerged 
                 with any body corporate or acquired or disposed of or transferred, 
                 mortgaged or charged or created any security interest over 
                 any assets or any right, title or interest in any asset 
                 (including shares and trade investments) or authorised or 
                 proposed or announced any intention to propose any merger, 
                 demerger, disposal, transfer, mortgage, charge or security 
                 interest, in each case, other than in the ordinary course 
                 of business and, in each case, to the extent which is material 
                 in the context of the Wider NMR Group taken as a whole; 
 
      (v)       save for intra-NMR Group transactions, made or authorised 
                 or proposed or announced an intention to propose any change 
                 in its loan capital in each case, to the extent which is 
                 material in the context of the Wider NMR Group taken as 
                 a whole; 
 
      (vi)      issued, authorised or proposed the issue of, or made any 
                 change in or to, any debentures or (save for intra-NMR Group 
                 transactions), save in the ordinary course of business, 
                 incurred or increased any indebtedness or become subject 
                 to any contingent liability; 
 
      (vii)     purchased, redeemed or repaid or announced any proposal 
                 to purchase, redeem or repay any of its own shares or other 
                 securities or reduced or, save in respect to the matters 
                 mentioned in sub-paragraphs (i) or (ii) above, made any 
                 other change to any part of its share capital in each case, 
                 to the extent which is material in the context of the Wider 
                 NMR Group taken as a whole; 
 
      (viii)    save for intra-NMR Group transactions, implemented, or authorised, 
                 proposed or announced its intention to implement, any reconstruction, 
                 merger, demerger, amalgamation, scheme, commitment or other 
                 transaction or arrangement otherwise than in the ordinary 
                 course of business; 
 
      (ix)      entered into or varied or authorised, proposed or announced 
                 its intention to enter into or vary any contract, transaction 
                 or commitment (whether in respect of capital expenditure 
                 or otherwise) which is of a long term, onerous or unusual 
                 nature or magnitude or which involves or would reasonably 
                 be expected to involve an obligation of such a nature or 
                 magnitude other than in the ordinary course of business, 
                 in each case, to the extent which is material in the context 
                 of the Wider NMR Group taken as a whole or in the context 
                 of the Acquisition; 
 
      (x)       (other than in respect of a member of the Wider NMR Group 
                 which is dormant and was solvent at the relevant time) taken 
                 any corporate action or steps or had any legal proceedings 
                 started or threatened against it in relation to the suspension 
                 of payments, a moratorium of any indebtedness, its winding-up, 
                 dissolution or reorganisation or for the appointment of 
                 a receiver, administrative receiver, administrator, manager, 
                 trustee or similar officer of all or any part of its assets 
                 or revenues or any analogous proceedings in any jurisdiction 
                 or appointed any analogous person in any jurisdiction or 
                 had any such person appointed, in each case, to the extent 
                 which is material in the context of the Wider NMR Group 
                 taken as a whole or in the context of the Acquisition; 
 
      (xi)      entered into any contract, transaction or arrangement which 
                 would be restrictive on the business of any member of the 
                 Wider NMR Group or the Wider ABF Group other than of a nature 
                 and extent which is normal in the context of the business 
                 concerned; 
 
      (xii)     waived or compromised any claim otherwise than in the ordinary 
                 course of business which is material in the context of the 
                 Wider NMR Group taken as a whole; 
 
      (xiii)    made any material alteration to its articles of association; 
 
      (xiv)     been unable, or admitted in writing that it is unable, to 
                 pay its debts or commenced negotiations with one or more 
                 of its creditors with a view to rescheduling or restructuring 
                 any of its indebtedness, or having stopped or suspended 
                 (or threatened to stop or suspend) payment of its debts 
                 generally or ceased or threatened to cease carrying on all 
                 or a substantial part of its business; 
 
      (xv)      entered into any contract, commitment, arrangement or agreement 
                 otherwise than in the ordinary course of business or passed 
                 any resolution or made any offer (which remains open for 
                 acceptance) with respect to or announced any intention to, 
                 or proposed to, effect any of the transactions, matters 
                 or events referred to in this Condition 11; 
 
      (xvi)     made or agreed or consented to any change to: 
 
                (a)    the terms of the trust deeds constituting the pension

                        scheme(s) established by any member of the Wider NMR 
                        Group for its directors, employees or their dependents, 
                        including the NMR Group Personal Pension Plan; 
 
                (b)    the contributions payable to any such scheme(s) or to 
                        the benefits which accrue or to the pensions which are 
                        payable thereunder; 
 
                (c)    the basis on which qualification for, or accrual or entitlement 
                        to, such benefits or pensions are calculated or determined; 
                        or 
 
                (d)    the basis upon which the liabilities (including pensions) 
                        of such pension schemes are funded, valued or made, 
 
                in each case, to the extent which is material in the context 
                 of the Wider NMR Group taken as a whole or in the context 
                 of the Acquisition; 
 
      (xvii)    proposed, agreed to provide or modified the terms of any 
                 of the NMR Share Schemes or other benefit constituting a 
                 material change relating to the employment or termination 
                 of employment of a material category of persons employed 
                 by the Wider NMR Group or which constitutes a material change 
                 to the terms or conditions of employment of any senior employee 
                 of the Wider NMR Group, save as agreed by the Panel (if 
                 required) and by ABF, or entered into or changed the terms 
                 of any contract with any director or senior executive; 
 
      (xviii)   taken (or agreed or proposed to take) any action which requires, 
                 or would require, the consent of the Panel or the approval 
                 of NMR Shareholders in general meeting in accordance with, 
                 or as contemplated by, Rule 21.1 of the Code; 
 
      (xix)     entered into or varied in a material way the terms of, any 
                 contracts, agreement or arrangement with any of the directors 
                 or senior executives of any members of the Wider NMR Group; 
                 or 
 
      (xx)      waived or compromised any claim which is material in the 
                 context of the Wider NMR Group taken as a whole, otherwise 
                 than in the ordinary course;

No adverse change, litigation or regulatory enquiry

 
 11   save as Disclosed, since the Last Accounts Date: 
 
      (i)     no adverse change or deterioration having occurred 
               in the business, assets, financial or trading position 
               or profits or prospects or operational performance 
               of any member of the Wider NMR Group which, in any 
               such case, is material in the context of the Wider 
               NMR Group taken as a whole and no circumstances have 
               arisen which would or would reasonably be expected 
               to result in such adverse change or deterioration; 
 
      (ii)    no litigation, arbitration proceedings, prosecution 
               or other legal proceedings to which any member of the 
               Wider NMR Group is or may become a party (whether as 
               a plaintiff, defendant or otherwise) and no enquiry, 
               review or investigation by, or complaint or reference 
               to, any Third Party or other investigative body against 
               or in respect of any member of the Wider NMR Group 
               having been instituted, announced, implemented or threatened 
               by or against or remaining outstanding in respect of 
               any member of the Wider NMR Group which in any such 
               case has had or would reasonably be expected to have 
               a material adverse effect on any member of the Wider 
               NMR Group taken as a whole or in the context of the 
               Acquisition; 
 
      (iii)   no contingent or other liability of any member of the 
               Wider NMR Group having arisen or become apparent to 
               ABF or increased which has had or would reasonably 
               be expected to have a material adverse effect on any 
               member of the Wider NMR Group taken as a whole, or 
               in the context of the Acquisition; 
 
      (iv)    no enquiry or investigation by, or complaint or reference 
               to, any Third Party having been threatened, announced, 
               implemented, instituted by or remaining outstanding 
               against or in respect of any member by or the Wider 
               NMR Group which in any case is material in the context 
               of the Wider NMR Group taken as a whole; 
 
      (v)     no member of the Wider NMR Group having conducted its 
               business in breach of any applicable laws and regulations 
               and which is material in the context of the Wider NMR 
               Group as a whole or material in the context of the 
               Acquisition; and 
 
      (vi)    no steps having been taken which are likely to result 
               in the withdrawal, cancellation, termination or modification 
               of any licence or permit held by any member of the 
               Wider NMR Group which is necessary for the proper carrying 
               on of its business and the withdrawal, cancellation, 
               termination or modification of which has had, or would 
               reasonably be expected to have, a material adverse 
               effect on the Wider NMR Group taken as a whole;

No discovery of certain matters

 
 12   save as Disclosed, ABF not having discovered: 
 
      (i)     that any financial, business or other information concerning 
               the Wider NMR Group as contained in the information publicly 
               disclosed at any time by or on behalf of any member of the 
               Wider NMR Group is materially misleading, contains a material 
               misrepresentation of fact or omits to state a fact necessary 
               to make that information not misleading and which was not 
               subsequently corrected before the date of this announcement 
               by disclosure either publicly or otherwise to ABF or its 
               professional advisers, in each case, to the extent which 
               is material in the context of the Wider NMR Group taken as 
               a whole; 
 
      (ii)    that any member of the Wider NMR Group or partnership, company 
               or other entity in which any member of the Wider NMR Group 
               has a significant economic interest and which is not a subsidiary 
               undertaking of NMR, is subject to any liability (contingent 
               or otherwise), other than in the ordinary course of business 
               and in each case, to the extent which is material in the 
               context of the Wider NMR Group taken as a whole or in the 
               context of the Acquisition; or 
 
      (iii)   any information which affects the import of any information 
               Disclosed at any time by or on behalf of any member of the 
               Wider NMR Group and which is material in the context of the 
               Wider NMR Group taken as a whole or in the context of the 
               Acquisition; 
 
 
 13   save as Disclosed, ABF not having discovered that: 
 
      (i)     any past or present member of the Wider NMR Group has failed 
               to comply with any and/or all applicable legislation or regulation, 
               of any jurisdiction with regard to the use, treatment, handling, 
               storage, carriage, disposal, spillage, release, discharge, 
               leak or emission of any waste or hazardous substance or any 
               substance likely to impair the environment or harm human 
               health or animal health or otherwise relating to environmental 
               matters or the health and safety of humans, or that there 
               has otherwise been any such use, treatment, handling, storage, 
               carriage, disposal, spillage, release, discharge, leak or 
               emission (whether or not the same constituted a non-compliance 
               by any person with any such legislation or regulations, and 
               wherever the same may have taken place) any of which storage, 
               carriage, disposal, spillage, release, discharge, leak or 
               emission would be likely to give rise to any liability (actual 
               or contingent) or cost on the part of any member of the Wider 
               NMR Group and which is material in the context of the Wider 
               NMR Group taken as a whole; 
 
      (ii)    there is, or is likely to be, for any reason whatsoever, 
               any liability (actual or contingent) of any past or present 
               member of the Wider NMR Group to make good, remediate, repair, 
               reinstate or clean up any property or any controlled waters 
               now or previously owned, occupied, operated or made use of 
               or controlled by any such past or present member of the Wider 
               NMR Group (or on its behalf) or by any person for which a 
               member of the Wider NMR Group is or has been responsible, 
               or in which any such member may have or previously have had 
               or be deemed to have had an interest, under any environmental 
               legislation, regulation, notice, circular or order of any 
               Third Party and which is material in the context of the Wider 
               NMR Group taken as a whole or the Acquisition; 
 
      (iii)   circumstances exist (whether as a result of the making of 
               the Acquisition or otherwise) which would be reasonably likely 
               to lead to any Third Party instituting, or whereby any member

               of the Wider ABF Group or any present or past member of the 
               Wider NMR Group would be likely to be required to institute, 
               an environmental audit or take any other steps which would 
               in any such case be reasonably likely to result in any liability 
               (whether actual or contingent) to improve, modify existing 
               or install new plant, machinery or equipment or carry out 
               changes in the processes currently carried out or make good, 
               remediate, repair, re-instate or clean up any land or other 
               asset currently or previously owned, occupied or made use 
               of by any past or present member of the Wider NMR Group (or 
               on its behalf) or by any person for which a member of the 
               Wider NMR Group is or has been responsible, or in which any 
               such member may have or previously have had or be deemed 
               to have had an interest which is material in the context 
               of the Wider NMR Group taken as a whole or the Acquisition; 
               or 
 
      (iv)    circumstances exist whereby a person or class of persons 
               would be likely to have any claim or claims in respect of 
               any product or process of manufacture or materials used therein 
               currently or previously manufactured, sold or carried out 
               by any past or present member of the Wider NMR Group which 
               claim or claims would be likely, materially and adversely, 
               to affect any member of the Wider NMR Group and which is 
               material in the context of the Wider NMR Group taken as a 
               whole or the Acquisition;

Anti-corruption, economic sanctions, criminal property and money laundering

 
 14   save as Disclosed, ABF not having discovered that: 
 
      (i)     (A) any past or present member, director, officer or employee 
               of the Wider NMR Group is or has at any time engaged in any 
               activity, practice or conduct which would constitute an offence 
               under the Bribery Act 2010, the US Foreign Corrupt Practices 
               Act of 1977 or any other applicable anti-corruption or anti-bribery 
               law, rule or regulation or any other applicable law, rule, 
               or regulation concerning improper payments or kickbacks or 
               (B) any person that performs or has performed services for 
               or on behalf of the Wider NMR Group is or has at any time 
               engaged in any activity, practice or conduct in connection 
               with the performance of such services which would constitute 
               an offence under the Bribery Act 2010, the US Foreign Corrupt 
               Practices Act of 1977 or any other applicable anti-corruption 
               or anti-bribery law, rule or regulation or any other applicable 
               law, rule, or regulation concerning improper payments or 
               kickbacks; 
 
      (ii)    any asset of any member of the Wider NMR Group constitutes 
               criminal property as defined by section 340(3) of the Proceeds 
               of Crime Act 2002 (but disregarding paragraph (b) of that 
               definition) or proceeds of crime under any other applicable 
               law, rule, or regulation concerning money laundering or proceeds 
               of crime or any member of the Wider NMR Group is found to 
               have engaged in activities constituting money laundering 
               under any applicable law, rule, or regulation concerning 
               money laundering; 
 
      (iii)   any past or present member, director, officer or employee 
               of the Wider NMR Group or any person for whom any such person 
               may be liable or responsible, is or has engaged in any conduct 
               which would violate applicable economic sanctions or dealt 
               with, made any investments in, made any funds or assets available 
               to or received any funds or assets from: 
 
              (a)   any government, entity or individual in respect of which 
                     US, UK or European Union persons, or persons operating 
                     in those territories, are prohibited from engaging in 
                     activities or doing business, or from receiving or making 
                     available funds or economic resources, by US, UK or European 
                     Union laws or regulations, including the economic sanctions 
                     administered by the United States Office of Foreign Assets 
                     Control, or HMRC; or 
 
              (b)   any government, entity or individual targeted by any of 
                     the economic sanctions of the United Nations, the United 
                     States, the United Kingdom, the European Union or any 
                     of its member states, save that this shall not apply if 
                     and to the extent that it is or would be unenforceable 
                     by reason of breach of any applicable blocking law; 
 
      (iv)    any past or present member, director, officer or employee 
               of the Wider NMR Group or any person for whom any such person 
               may be liable or responsible: 
 
              (a)   has engaged in conduct which would violate any relevant 
                     anti-terrorism laws, rules, or regulations; 
 
              (b)   has engaged in conduct which would violate any relevant 
                     anti-boycott law, rule, or regulation or any applicable 
                     export controls, including but not limited to the Export 
                     Administration Regulations administered and enforced by 
                     the U.S. Department of Commerce or the International Traffic 
                     in Arms Regulations administered and enforced by the U.S. 
                     Department of State; 
 
              (c)   has engaged in conduct which would violate any relevant 
                     laws, rules, or regulations concerning human rights, including 
                     but not limited to any law, rule, or regulation concerning 
                     false imprisonment, torture or other cruel and unusual 
                     punishment, or child labour; or 
 
              (d)   is debarred or otherwise rendered ineligible to bid for 
                     or to perform contracts for or with any government, governmental 
                     instrumentality, or international organization or found 
                     to have violated any applicable law, rule, or regulation 
                     concerning government contracting or public procurement; 
 
      (v)     any member of the Wider NMR Group is or has been engaged 
               in any transaction which would cause ABF to be in breach 
               of any law or regulation upon its Acquisition of NMR, including 
               but not limited to the economic sanctions of the United States 
               Office of Foreign Assets Control, or HMRC, or any other relevant 
               government authority.

Part B

Waiver and Invocation of the Conditions

 
 1   Subject to the requirements of the Panel and in accordance 
      with the Code, ABF reserves the right in its sole discretion 
      to waive in whole or in part, all or any of the conditions 
      set out in Part A above, except Conditions 2(i), 3(i) and 
      4(i) which cannot be waived. If any of the Conditions 2(ii), 
      3(ii) or 4(ii) are not satisfied by the relevant deadline 
      specified in the relevant Condition, ABF shall make an 
      announcement by 8.00 a.m. on the Business Day following 
      such deadline confirming whether it has invoked the relevant 
      Condition, waived the relevant deadlines or agreed with 
      NMR to extend the relevant deadline. 
 
 2   Under Rule 13.5(a) of the Code and subject to paragraph 
      3 below, ABF may only invoke a Condition so as to cause 
      the Acquisition not to proceed, to lapse or to be withdrawn 
      with the consent of the Panel. The Panel will normally 
      only give its consent if the circumstances which give rise 
      to the right to invoke the Condition are of material significance 
      to ABF in the context of the Acquisition. This will be 
      judged by reference to the facts of each case at the time 
      that the relevant circumstances arise. Conditions 2(i), 
      3(i) and 4(i), and, if applicable, any acceptance condition 
      if the Acquisition is implemented by means of a Takeover 
      Offer, are not subject to this provision of the Code. 
 
 3   If the Panel requires ABF to make a mandatory offer for 
      NMR Shares under the provisions of Rule 9 of the Code, 
      ABF may make such alterations to the Conditions and the 
      terms of the Acquisition as are necessary to comply with 
      the provisions of that Rule.

Implementation by way of Takeover Offer

 
 4   Subject to obtaining the consent of the Panel, ABF reserves 
      the right to elect to implement the Acquisition by way 
      of a Takeover Offer as an alternative to the Scheme. 
 
 5   In such event, such Takeover Offer will be implemented 
      on the same terms and conditions and conditions so far 
      as applicable, as those which would apply to the Scheme 
      (subject to appropriate amendments, and an acceptance condition 
      set at up to 90% of the NMR Shares to which the Takeover 
      Offer relates (or, with the consent of the Panel, such 
      lower percentage provided that if the Takeover Offer became 
      or was declared unconditional in all respects, it would 
      result in ABF holding NMR Shares carrying greater than 
      50% of the voting rights in NMR)). Further, if sufficient 
      acceptances of such Takeover Offer are received and/or 
      sufficient NMR Shares are otherwise acquired, it is the

      intention of ABF to apply the provisions of the Companies 
      Act to acquire compulsorily any outstanding NMR Shares 
      to which such Takeover Offer relates.

Certain further terms of the Acquisition

 
 6    NMR Shares will be acquired by ABF fully paid and free 
       from all liens, charges, encumbrances and other third party 
       rights of any nature whatsoever and together with all rights 
       attaching to them at the Effective Date, including the 
       right to receive and retain all dividends and distributions 
       (if any) declared, made or paid after the Acquisition becomes 
       Effective. 
 
 7    If, on or after the date of this announcement and prior 
       to the Effective Date, any dividend, distribution or other 
       return of value is declared, made or paid by NMR or becomes 
       payable in respect of the NMR Shares, ABF reserves the 
       right to reduce the consideration payable for each NMR 
       Share under the terms of the Acquisition by the amount 
       per NMR Share of such dividend or distribution, or other 
       return of value, in which case any reference in this announcement 
       to the consideration payable under the terms of the Acquisition 
       will be deemed to be a reference to the consideration as 
       so reduced. In such circumstances, NMR Shareholders would 
       be entitled to retain any such dividend, distribution or 
       return of value. Any exercise by ABF of its rights referred 
       to in this paragraph 7 shall be the subject of an announcement 
       and, for the avoidance of doubt, shall not be regarded 
       as constituting any revision or variation of the Acquisition. 
 
 8    To the extent that any such dividend or other distribution 
       and/or other return of capital announced, declared, paid 
       or made is: (a) transferred pursuant to the Acquisition 
       on a basis which entitles ABF to receive the dividend or 
       other distribution and to retain it; or (b) cancelled, 
       then in either case the consideration payable in respect 
       of the Acquisition will not be subject to change and shall 
       not be reduced in accordance with paragraph 7. 
 
 9    The Acquisition will be subject, among other things, to 
       the Conditions and certain further terms which are set 
       out in this Appendix 1 and to the full terms and conditions 
       which will be set out in the Scheme Document and such further 
       terms as may be required to comply with the Aquis Rules 
       and the provisions of the Code. 
 
 10   Each of the Conditions shall be regarded as a separate 
       Condition and shall not be limited by reference to any 
       other Condition. 
 
 11   The Scheme will not become Effective unless the Conditions 
       have been fulfilled or (if capable of waiver) waived or, 
       where appropriate determined by ABF to be or remain satisfied 
       by 11.59 p.m. (London time) on the Long Stop Date. 
 
 12   This announcement and any rights or liabilities arising 
       hereunder are, and the Acquisition, the Scheme, and any 
       proxies will be, governed by English law and will be subject 
       to the jurisdiction of the courts of England and Wales. 
       The Scheme will be subject to the applicable requirements 
       of the Code, the Panel, the FCA, Acquis, and the Acquis 
       Rules.

Appendix 2

BASES AND SOURCES

In this announcement:

 
 1   As at the close of business on 05 June 2023, being the last Business 
      Day prior to this announcement, NMR had in issue 21,239,702 NMR 
      Shares. 
 
 2   Unless otherwise stated, all prices and Closing Prices of NMR 
      Shares are closing middle market quotations derived from the 
      website of Aquis. 
 
 3   The fully diluted share capital of NMR (being 22,316,226 NMR 
      Shares) is calculated on the basis of: 
 
     --    the number of issued NMR Shares referred to in paragraph 
            1 above; and 
 
     --    1,076,524 NMR Shares which may be issued on or after 
            the date of this announcement on the exercise of options 
            or vesting of awards granted or agreed to be granted 
            under the NMR Share Schemes. 
 
 4   Certain figures contained in this announcement have been subject 
      to rounding adjustments.

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings from the NMR Directors

The NMR Directors holding NMR Shares have each given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept the Takeover Offer) in respect of the following NMR Shares:

 
 Name of NMR Director    Number of NMR Shares   Percentage of the 
                                                 issued NMR Shares 
 Andy Warne              176,252                0.83% 
                        ---------------------  ------------------- 
 Dr James Andrews        4,189                  0.02% 
                        ---------------------  ------------------- 
 Mark Frankcom           61,385                 0.29% 
                        ---------------------  ------------------- 
 Trevor Lloyd            42,966                 0.20% 
                        ---------------------  ------------------- 
 Total                   284,792                1.34% 
                        ---------------------  -------------------

These irrevocable undertakings cease to be binding if:

 
 1   the Scheme Document has not been posted within 28 days 
      of the date of issue of this announcement (or within such 
      longer period as ABF, with the consent of the Panel, determines); 
 
 2   the Panel consents to ABF not proceeding with the Acquisition; 
 
 3   the Scheme lapses or is withdrawn in accordance with its 
      terms, or the Scheme does not become effective on or before 
      the Long Stop Date (other than in circumstances where ABF 
      has, prior to such date, elected to exercise its right 
      to proceed by way of a Takeover Offer and announced the 
      same in accordance with the requirements of paragraph 8 
      of Appendix 7 to the Code); 
 
 4   any competing offer for the issued and to be issued ordinary 
      share capital of NMR is made which is declared wholly unconditional 
      (if implemented by way of a Takeover Offer) or otherwise 
      becomes effective (if implemented by way of a Scheme); 
      or 
 
 5   ABF announces (with the consent of the Panel) that it does 
      not intend to make or proceed with the Acquisition and 
      no new, revised or replacement Takeover Offer or Scheme 
      is announced in accordance with Rule 2.7 of the Code at 
      the same time.

Irrevocable undertakings from certain NMR Shareholders

The following NMR Shareholders have each given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept the Takeover Offer) in respect of the following NMR Shares:

 
 Name of NMR Shareholder         Number of NMR Shares   Percentage of the 
                                                         issued NMR Shares 
 High Street Partners, 
  Ltd                            2,974,783              14.01% 
                                ---------------------  ------------------- 
 Working Capital Partners, 
  Ltd                            3,335,217              15.70% 
                                ---------------------  ------------------- 
 Custodial Capital Management 
  Limited                        1,524,964              7.18% 
                                ---------------------  ------------------- 
 ICM Investment Management 
  Limited                        117,370                0.55% 
                                ---------------------  ------------------- 
 Livestock Improvement 
  Corporation Limited            4,000,000(1)           18.83% 
                                ---------------------  ------------------- 
 Genus plc                       2,120,000              9.98% 
                                ---------------------  ------------------- 
 Total                           14,072,334             66.25% 
                                ---------------------  -------------------

(1) In addition, ABF has received an undertaking from Livestock Improvement Corporation Limited to act on a reasonable endeavours basis to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 194,880 NMR shares (representing, in aggregate, approximately 0.92% of the NMR Shares in issue on the Last Practicable Date).

These irrevocable undertakings cease to be binding if:

 
 1   the Scheme Document has not been posted within 28 days 
      of the date of issue of this announcement (or within such 
      longer period as ABF, with the consent of the Panel, determines); 
 
 2   the Panel consents to ABF not proceeding with the Acquisition; 
 
 3   the Scheme lapses or is withdrawn in accordance with its 
      terms, or the Scheme does not become effective on or before 
      the Long Stop Date (other than in circumstances where ABF 
      has, prior to such date, elected to exercise its right 
      to proceed by way of a Takeover Offer and announced the 
      same in accordance with the requirements of paragraph 8 
      of Appendix 7 to the Code); 
 
 4   ABF announces (with the consent of the Panel) that it does 
      not intend to make or proceed with the Acquisition and 
      no new, revised or replacement Takeover Offer or Scheme 
      is announced in accordance with Rule 2.7 of the Code at 
      the same time; or 
 
 5   a competing offer to acquire NMR is announced, however 
      structured, under which the value of the consideration

      payable to NMR Shareholders for each NMR Share represents 
      at least 10% or more than that payable pursuant to the 
      Acquisition.

Appendix 4

DEFINITIONS

 
 "AB Agri"          AB Agri Limited, a company incorporated in England 
                     and Wales with registered number 00193800 
 "ABF"              Associated British Foods plc, a company incorporated 
                     in England and Wales with registered number 293262 
 "ABF Board " or    the board of directors of ABF as at the date of this 
  "ABF Directors"    announcement or, where the context so requires, the 
                     board of directors of ABF from time to time 
 "ABF Group"        ABF and any of its direct or indirect subsidiaries 
                     and subsidiary undertakings 
 "Acquisition"      the proposed recommended acquisition to be made by 
                     ABF pursuant to which AB Agri will acquire the entire 
                     issued and to be issued ordinary share capital of 
                     NMR to be effected by means of the Scheme (or, if 
                     ABF so elects and subject to the consent of the Panel, 
                     a Takeover Offer) on the terms and subject to the 
                     conditions set out in this announcement and to be 
                     set out in the Scheme Document 
 "Appendices"       the appendices to this announcement 
 "AQSE Growth       the multilateral trading facility operated by Aquis 
 Market"             that is registered as an SME Growth Market in accordance 
                     with article 33 of MiFID 
 "Aquis"            Aquis Stock Exchange Limited, a recognised investment 
                     exchange under section 290 of FSMA 
 "Aquis Rules"      the AQSE Growth Market Apex Rulebook, which sets 
                     out the admission requirements and continuing obligations 
                     of companies seeking admission to, and whose shares 
                     are admitted to trading on, the Apex Segment of the 
                     AQSE Growth Market 
 "Briefing Paper"   a briefing paper prepared in accordance with the 
                     CMA's "Guidance on the CMA's Mergers Intelligence 
                     Function (CMA56 Revised)" (or any updated or revised 
                     guidance as may be issued from time to time) 
 "Business Day"     a day (other than a Saturday, Sunday, public or bank 
                     holiday) on which banks are generally open for business 
                     in London 
 "Canaccord         Canaccord Genuity Limited, which is authorised and 
 Genuity"            regulated by the FCA 
 "Closing Price"    the closing middle market quotation for an NMR Share 
                     at the close of business on the day to which such 
                     price relates, as derived from Bloomberg 
 "CMA"              the UK Competition and Markets Authority, being the 
                     independent body which conducts inquiries into mergers, 
                     markets and the regulation of the major regulated 
                     industries in the United Kingdom (or any successor 
                     body or bodies carrying out the same functions in 
                     the United Kingdom from time to time) 
 "Code"             the City Code on Takeovers and Mergers 
 "Companies Act"    the Companies Act 2006, as amended from time to time 
 "Confidentiality   the confidentiality agreement between AB Agri and 
  Agreement"         NMR relating to the Acquisition, as described in 
                     paragraph 12 of this announcement 
 "Co-operation      the agreement dated on or about the date of this 
 Agreement"          announcement between ABF and NMR, as described in 
                     paragraph 12 of this announcement 
 "Conditions"       the conditions to the implementation of the Acquisition 
                     (including the Scheme) as set out in Appendix 1 of 
                     this announcement and to be set out in the Scheme 
                     Document 
 "Court"            the High Court of Justice of England and Wales 
 "Court Meeting"    the meeting or meetings of the Scheme Shareholders 
                     (or of any class or classes thereof) to be convened 
                     by order of the Court pursuant to section 896 of 
                     the Companies Act, notice of which will be set out 
                     in the Scheme Document, for the purpose of considering 
                     and, if thought fit, approving the Scheme (with or 
                     without amendment), including any adjournment, postponement 
                     or reconvening thereof 
 "CREST"            the relevant system (as defined in the Uncertificated 
                     Securities Regulations 2001 (SI 2001/3755) in respect 
                     of which Euroclear UK & International Limited is 
                     the Operator (as defined in such Regulations) in 
                     accordance with which securities may be held and 
                     transferred in uncertificated form 
 "Dealing           has the meaning given to it in Rule 8 of the Code 
 Disclosure"         containing details of dealings in interests in relevant 
                     securities of a party to an offer 
 "Disclosed"                                                                  (a)                              matters fairly 
                                                                                                               disclosed in the 
                                                                                                               information 
                                                                                                               made available to ABF 
                                                                                                               (or its respective 
                                                                                                               officers, employees, 
                                                                                                               agents or advisers 
                                                                                                               in their capacity as 
                                                                                                               such) in the data 
                                                                                                               room established by 
                                                                                                               NMR for the purposes 
                                                                                                               of the Acquisition 
                                                                              (b)                              information fairly 
                                                                                                               disclosed in writing 
                                                                                                               by or on behalf of NMR 
                                                                                                               to ABF (or its 
                                                                                                               respective 
                                                                                                               officers, employees, 
                                                                                                               agents or advisers 
                                                                                                               in their capacity as 
                                                                                                               such) prior to the 
                                                                                                               date of this 
                                                                                                               announcement; 
                                                                              (c)                              information included 
                                                                                                               in the annual report 
                                                                                                               and accounts of the 
                                                                                                               NMR Group for the 
                                                                                                               financial 
                                                                                                               year ended 30 June 
                                                                                                               2022 or the interim 
                                                                                                               results of the NMR 
                                                                                                               Group for the six 
                                                                                                               months 
                                                                                                               ended 31 December 
                                                                                                               2022; 
                                                                              (d)                  information disclosed in a public 
                                                                                                   announcement

                                                                                                   to an RIS made by or on behalf of 
                                                                                                   NMR prior 
                                                                                                   to the date of this announcement; 
                                                                                                   or 
                                                                              (e)                              information disclosed 
                                                                                                               in this announcement 
 "Disclosure        the disclosure table on the Panel's website at www.thetakeoverpanel.org.uk 
 Table" 
 "Effective"                               in the context of the Acquisition: 
                                                         (a)                                                 if the Acquisition is 
                                                                                                             implemented by way 
                                                                                                             of the Scheme, the 
                                                                                                             Scheme having become 
                                                                                                             effective in accordance 
                                                                                                             with its terms, 
                                                                                                             upon the delivery of the 
                                                                                                             Scheme Court Order 
                                                                                                             to the Registrar of 
                                                                                                             Companies for 
                                                                                                             registration; 
                                                                                                             or 
                                                         (b)                              if the Acquisition is implemented by way 
                                                                                          of a Takeover Offer, the Takeover Offer 
                                                                                          having been declared or become 
                                                                                          unconditional 
                                                                                          in accordance with the requirements of 
                                                                                          the Code 
 "Effective Date"   the date upon which the Acquisition becomes or is 
                     declared Effective 
 "Excluded          any NMR Shares (i) beneficially owned by ABF or any 
 Shares"             member of the ABF Group; or (ii) held in treasury 
                     by NMR in each case, immediately prior to the Scheme 
                     Record Time 
 "FCA"              the Financial Conduct Authority of the United Kingdom, 
                     acting in its capacity as the competent authority 
                     for the purposes of FSMA 
 "Forms of Proxy"   the forms of proxy in connection with each of the 
                     Court Meeting and the General Meeting, which will 
                     accompany the Scheme Document 
 "FSMA"             the Financial Services and Markets Act 2000, as amended 
 "General           the general meeting of NMR to be convened in connection 
 Meeting"            with the Scheme to consider and, if thought fit, 
                     approve the Resolutions (with or without amendment), 
                     notice of which will be set out in the Scheme Document, 
                     including any adjournment, postponement or reconvening 
                     thereof 
 "Last Accounts     30 June 2022 
  Date" 
 "Last              05 June 2023 (being the last Business Day prior to 
 Practicable         the date of this announcement) 
 Date" 
 "Long Stop Date"   29 February 2024 or such later date (if any) as ABF 
                     and NMR may, with the consent of the Panel, agree 
                     and (if required) the Court may allow 
 "Market Abuse      the UK version of Regulation (EU) No 596/2014 which 
 Regulation"         forms part of the UK domestic law by virtue of the 
                     European Union (Withdrawal) Act 2018 
 "MiFID"            Directive 2014/65/EU of the European Parliament and 
                     of the Council of 15 May 2014 on markets in financial 
                     instruments and amending by the European Parliament 
                     and Council Directive of 9 December 2002 on insurance 
                     mediation (No 2002/92/EC) and the Directive 2011/61/EU 
                     of the European Parliament and of the Council of 
                     8 June 2011 on Alternative Investment Fund Managers 
                     and amending Directives 2003/41/EC and 2009/65/EC 
                     and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 
 "NMR"              National Milk Records plc, a company incorporated 
                     in England and Wales with registered number 03331929 
 "NMR Articles"     the articles of association of NMR from time to time 
 "NMR Board" or     the board of NMR as at the date of this announcement 
  "NMR Directors"    or, where the context so requires, the board of directors 
                     of NMR from time to time 
 "NMR Group"        NMR and its subsidiary undertakings and, where the 
                     context permits, each of them 
 "NMR               all holders of NMR Shares from time to time 
 Shareholders" 
 "NMR Shares"                              the ordinary shares of 0.25 pence each in the capital 
                                            of NMR and includes: 
                    (a)                          the existing and unconditionally allotted or issued 
                                                  and fully paid (or credited as fully paid) ordinary 
                                                  shares of 0.25 pence each in the capital of NMR 
                    (b)                          any further ordinary shares of 0.25 pence each 
                                                  in the capital of NMR which are unconditionally 
                                                  allotted or issued and fully paid (or credited 
                                                  as fully paid) before the date on which the Scheme 
                                                  becomes Effective (or such earlier date or dates 
                                                  as ABF may, subject to the Code, determine); and 
                    (c)                          any NMR Shares held as treasury shares that are 
                                                  transferred out of treasury before the Scheme 
                                                  becomes Effective (or such earlier date or dates 
                                                  as ABF may, subject to the Code, determine) 
 "NMR Share                                (a)                          the National Milk Records plc Executive Plan 
 Schemes" 
                                           (b)                          the National Milk Records plc Bonus Plan; 
                                           (c)                          the National Milk Records plc Approved Share Option 
                                                                         Plan; 
                                           (d)                          the National Milk Records plc Unapproved Share 
                                                                         Option Plan; and 
                                           (e)                          the National Milk Records plc SIP 
 "offer period"     has the meaning given to it in the Code 
 "Offer Price"      215 pence per NMR Share 
 "Opening           an announcement in accordance with Rule 8 of the 
 Position            Code containing details of interests or short positions 
 Disclosure"         in, or rights to subscribe for, any relevant securities 
                     of a party to the offer if the person concerned has 
                     such a position 
 "Panel"            the UK Panel on Takeovers and Mergers 
 "Phase 1           an investigation by the CMA to decide whether to 
 Investigation"      make a Phase 2 Reference 
 "Phase 2           the reference of the Acquisition in accordance with 
 Reference"          sections 22 or 33 of the Enterprise Act 2002 to the 
                     chair of the CMA for the constitution of a group 
                     under Schedule 4 to the Enterprise and Regulatory 
                     Reform Act 2013 
 "Registrar of      the Registrar of Companies in England and Wales 
 Companies" 
 "Resolutions"      the resolution(s) to be proposed at the General Meeting 
                     necessary to implement the Scheme, including, without 
                     limitation, a resolution to amend the NMR Articles 
                     by the adoption and inclusion of a new article under 
                     which any NMR Shares issued or transferred after 
                     the Scheme Record Time (other than to ABF and/or 
                     its nominees) shall be automatically transferred 
                     to ABF (or as it may direct) (and, where applicable,

                     for consideration to be paid to the transferee or 
                     to the original recipient of the NMR Shares so transferred 
                     or issued) on the same terms as the Acquisition (other 
                     than terms as to timings and formalities) 
 "Restricted        any jurisdiction where local laws or regulations 
 Jurisdiction"       may result in a significant risk of civil, regulatory 
                     or criminal exposure if information concerning the 
                     Acquisition is sent or made available to NMR Shareholders 
                     in that jurisdiction 
 "RIS"              a service approved by the London Stock Exchange for 
                     the distribution to the public of announcements and 
                     included within the list maintained on the London 
                     Stock Exchange's website 
 "Rothschild &      N.M. Rothschild & Sons Limited 
  Co" 
 "Scheme"           the scheme of arrangement proposed to be made under 
                     Part 26 of the Companies Act between NMR and the 
                     Scheme Shareholders, with or subject to any modification, 
                     addition or condition approved or imposed by the 
                     Court and agreed to by NMR and ABF 
 "Scheme Court      the hearing of the Court to sanction the Scheme pursuant 
 Hearing"            to Section 899 of the Companies Act and any adjournment, 
                     postponement or reconvening thereof 
 "Scheme Court      the order of the Court sanctioning the Scheme under 
 Order"              section 899 of Part 26 of the Companies Act 
 "Scheme            the document to be sent to NMR Shareholders containing 
 Document"           and setting out, among other things, the full terms 
                     and conditions of the Scheme and containing the notices 
                     convening the Court Meeting and General Meeting 
 "Scheme Record     the time and date to be specified as such in the 
  Time"              Scheme Document, expected to be 6.00 p.m. on the 
                     Business Day immediately prior to the Effective Date 
                     (or such other time as NMR and ABF may agree) 
 "Scheme            the holders of Scheme Shares 
 Shareholders" 
 "Scheme Shares"    NMR Shares: 
                    (a)                          in issue as at the date of the Scheme Document; 
                    (b)                          (if any) issued after the date of the Scheme Document 
                                                  and prior to the Voting Record Time; and 
                    (c)                          (if any) issued on or after the Voting Record 
                                                  Time and before the Scheme Record Time, either 
                                                  on terms that the original or any subsequent holders 
                                                  thereof shall be bound by the Scheme or in respect 
                                                  of which the holders thereof shall have agreed 
                                                  in writing to be bound by the Scheme, 
                    in each case, and where the context requires, which 
                     remain in issue at the Scheme Record Time but excluding 
                     the Excluded Shares 
 "SEC"              the US Securities and Exchange Commission 
 "Takeover Offer"   if (subject to the consent of the Panel) ABF elects 
                     to effect the Acquisition by way of a takeover offer 
                     (as defined in Chapter 3 of Part 28 of the Companies 
                     Act), the offer to be made by or on behalf of ABF 
                     to acquire the issued and to be issued ordinary share 
                     capital of NMR on the terms and subject to the conditions 
                     to be set out in the related offer document (and, 
                     where the context admits, any subsequent revision, 
                     variation, extension or renewal of such offer) 
 "Third Party"      any relevant government or governmental, quasi-governmental, 
                     supranational, statutory, regulatory, environmental 
                     or investigative body, court, trade agency, association, 
                     institution, any entity owned or controlled by any 
                     relevant government or state, or any other body or 
                     person whatsoever in any jurisdiction 
 "UK" or "United    the United Kingdom of Great Britain and Northern 
  Kingdom"           Ireland 
 "US" or "United    the United States of America, its territories and 
  States"            possessions, any state of the United States of America 
                     and the District of Columbia 
 "US Exchange       the United States Securities Exchange Act of 1934, 
 Act"                as amended 
 "Voting Record     6.30 p.m. on the day which is two days (excluding 
  Time"              any part of a day that is not a Business Day) before 
                     the date of the Court Meeting or, if the Court Meeting 
                     is adjourned, 6.30 p.m. on the day which is two days 
                     (excluding any part of a day that is not a Business 
                     Day) before the date of such adjourned meeting 
 "Wider ABF         ABF and its subsidiary undertakings, associated undertakings 
 Group"              and any other undertaking in which ABF and/or such 
                     undertakings (aggregating their interests) have a 
                     significant interest and for these purposes "subsidiary 
                     undertaking" and "undertaking" have the meanings 
                     given by the Companies Act 2006, "associated undertaking" 
                     has the meaning given by paragraph 19 of Schedule 
                     6 to the Large and Medium-sized Companies and Groups 
                     (Accounts and Reports) Regulations 2008, other than 
                     paragraph 19(1)(b) of Schedule 6 to those regulations 
                     which shall be excluded for this purpose, and "significant 
                     interest" means a direct or indirect interest in 
                     20% or more of the total voting rights conferred 
                     by the equity share capital (as defined in section 
                     548 of the Companies Act 2006) 
 "Wider NMR         NMR and its subsidiary undertakings, associated undertakings 
 Group"              and any other undertaking in which NMR and/or such 
                     undertakings (aggregating their interests) have a 
                     significant interest and for these purposes "subsidiary 
                     undertaking" and "undertaking" have the meanings 
                     given by the Companies Act 2006, "associated undertaking" 
                     has the meaning given by paragraph 19 of Schedule 
                     6 to the Large and Medium-sized Companies and Groups 
                     (Accounts and Reports) Regulations 2008, other than 
                     paragraph 19(1)(b) of Schedule 6 to those regulations 
                     which shall be excluded for this purpose, and "significant 
                     interest" means a direct or indirect interest in 
                     20% or more of the total voting rights conferred 
                     by the equity share capital (as defined in section 
                     548 of the Companies Act 2006) 
 "GBP" or "GBP"     pounds sterling or pence, the lawful currency of 
 or "pence" or       the United Kingdom 
 "p" 
 For the purposes of this announcement, associated undertaking, parent 
  undertaking, subsidiary undertaking and undertaking have the respective 
  meanings given thereto by the Companies Act. 
  References to an enactment include references to that enactment as 
  amended, replaced, consolidated or re-enacted by or under any other 
  enactment before or after the date of this document. 
  All the times referred to in this announcement are London times unless 
  otherwise stated. 
  References to the singular include the plural and vice versa.

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