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 AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (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

RECOMMENDED CASH ACQUISITION

of

NATIONAL MILK RECORDS PLC

by

ASSOCIATED BRITISH FOODS PLC

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

215 pence in cash per NMR Share

Overview of ABF

Background to and reasons for the Acquisition

NMR recommendation

Irrevocable Undertakings

Timetable and Conditions

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

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

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:

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.

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 AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (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

RECOMMENDED CASH ACQUISITION

of

NATIONAL MILK RECORDS PLC

by

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 £48.0 million on a fully diluted basis.

The Acquisition represents a premium of approximately:

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:

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 £14 billion with a net cash position of circa £0.6 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:

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.

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:

"Interests in securities" for these purposes and within the meaning of the Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

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:

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 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).

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.

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 response 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.

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.

Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A

Conditions to the Scheme and the Acquisition.

Scheme approval

The Scheme will be conditional upon:

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

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

Certain events occurring since Last Accounts Date

No adverse change, litigation or regulatory enquiry

No discovery of certain matters

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

Part B

Waiver and Invocation of the Conditions

Implementation by way of Takeover Offer

Certain further terms of the Acquisition

Appendix 2
BASES AND SOURCES

In this announcement:

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:

These irrevocable undertakings cease to be binding if:  

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:

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:

Appendix 4
DEFINITIONS