UPDATE 1-IFR Capital to buy Uniq's German, Polish business units

* IFR Capital unit to pay 28.5 mln euros

* IFR to assume net pension liabilities of 12.3 mln euros

* Uniq says proceeds will be used to reduce debt (Adds details)

Nov 12 (Reuters) - IFR Capital (IFR.L) said its unit had agreed to buy the German and Polish business units of Uniq Plc (UNUNI.L) for 28.5 million euros ($42.75 million) in cash, with an aim to create a pan-European food business.

In a separate statement, British convenience food maker Uniq said IFR would also assume net pension liabilities of 12.3 million euros.

Uniq, a supplier to Marks & Spencer (MKS.L), said part of the proceeds from the sale to IFR's unit Homann Feinkost GmbH would be used to repay debt.

The proposed disposal includes chilled salad suppliers Nadler in Germany and Lisner in Poland.

Uniq's German and Polish business units reported an operating loss of 2 million euros for the year to Dec. 31, 2008, and gross assets of 111.6 million euros.

Earlier this year, Uniq had said it was selling its French business Marie to the French poultry and delicatessen firm LDC (LDCP.PA) for 73 million euros, including debt, as it moved to focus on its UK operations.