TIDMPURE
RNS Number : 1948M
PureCircle Limited
07 May 2020
Dispatch Date for Scheme Document
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.
FOR IMMEDIATE RELEASE
7 May 2020
On 9 April 2020, the board of directors of each of PureCircle
Limited (LSE: PURE) (the "Company" or "PureCircle") and Ingredion
Incorporated ("Ingredion") announced that they had reached an
agreement on the terms of a recommended cash acquisition of the
entire issued and to be issued share capital of PureCircle by
Ingredion SRSS Holdings Limited, a wholly owned subsidiary of
Ingredion (the "Acquisition Announcement").
The Company confirms that, following the re-opening of the
Supreme Court of Bermuda on 4 May 2020, the expected date for the
dispatch of the Scheme Document is now Monday 18 May 2020. The
Scheme Document will contain an expected timetable of principal
events, including the dates of the Court Meeting and the General
Meeting.
Any capitalised terms used, but not defined in this announcement
shall have the meaning given to such terms in the Acquisition
Announcement.
Enquiries:
PureCircle
Peter Lai, CEO +60 3 2166 2206
Jimmy Lim, CFO
Bidco
James Gray +1 708 551 2574
Citi (Financial Adviser to Bidco and Ingredion)
Luke Spells +44 20 7986 4000
Jeremy Murphy +1 212 816 1000
Awais Kharal +1 212 816 1000
KPMG (Financial Adviser to PureCircle) +44 20 7311 1000
Helen Roxburgh
Richard Lee
Newgate Communications Ltd (PR Adviser to
PureCircle)
Elisabeth Cowell
Giles Croot +44 20 3757 6880
Baker & McKenzie LLP is providing legal advice to
PureCircle.
Hogan Lovells International LLP and Hogan Lovells US LLP are
providing legal advice to Ingredion and Bidco.
Important Notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to
Bidco and Ingredion and for no one else in connection with the
Acquisition and other matters described in this announcement, and
will not be responsible to anyone other than Bidco and Ingredion
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Citi nor any of
its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, tort, in delict, under statute
or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
KPMG LLP ("KPMG"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to PureCircle and for no one else
in connection with the Acquisition and will not be responsible to
anyone other than PureCircle for providing the protections afforded
to its clients nor for providing advice in connection with the
matters referred to herein. Neither KPMG nor any of its affiliates,
respective directors, officers, employees and agents 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 KPMG in connection
with this announcement, any statement contained herein, the
Acquisition or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer or
inducement to sell or an invitation to purchase any securities or
the solicitation of an offer to buy any securities, pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
The Acquisition shall be made solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made)
which, together with the forms of proxy, forms of instruction and
form of election, shall contain the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law 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
England and Wales.
PureCircle and Bidco shall prepare the Scheme Document to be
distributed to PureCircle Shareholders. PureCircle and Bidco urge
PureCircle Shareholders to read the Scheme Document when it becomes
available because it will contain important information relating to
the Acquisition.
The Takeover Code
By virtue of its status as a Bermuda incorporated company, the
Takeover Code does not apply to PureCircle. PureCircle and
Ingredion have agreed, to the extent set out in the Implementation
Agreement, that they will conduct themselves and the Acquisition as
if the Acquisition were subject to the Takeover Code. PureCircle
has also incorporated certain takeover-related provisions into the
PureCircle Bye-laws but these do not provide PureCircle
Shareholders with the full protections offered by the Takeover Code
and enforcement of such provisions is the responsibility of
PureCircle, not the Panel. Accordingly, PureCircle Shareholders are
reminded that the Acquisition shall not be regulated by the Panel
and therefore the Panel does not have responsibility, in relation
to the Acquisition, for ensuring compliance, and is not able to
answer shareholders' queries in this respect. In particular, public
disclosures consistent with the provisions of Rule 8 of the
Takeover Code, as described below, should not be e-mailed to the
Panel, but, released directly through a Regulatory Information
Service.
Overseas Shareholders
Any securities referred to in the information in this
announcement have not been and will not be registered under the
securities laws of the US, Canada, Japan, South Africa or Australia
or any other Restricted Jurisdiction referred to in the Acquisition
Announcement and may not be offered, sold or delivered, directly or
indirectly, within such jurisdictions except pursuant to an
applicable exemption from and in compliance with any applicable
securities laws.
Unless otherwise determined by Bidco, and permitted by
applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction, and persons receiving this announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from any such jurisdictions where to do so
would violate the laws of that jurisdiction.
Nothing in this announcement is intended to, and does not,
constitute or form any part of an offer for sale or subscription or
any solicitation for any offer to purchase or subscribe for any
securities, or the solicitation of any votes attaching to
securities which are the subject of the Acquisition in any
jurisdiction in which such offer or solicitation is unlawful.
This announcement has not been, and will not be, registered as a
prospectus under the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the
"C(WUMP)O"). The issue of this announcement has also not been and
will not be authorised under the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) (the "SFO"). No action has been taken
in Hong Kong to authorise or register this announcement or to
permit the distribution of this announcement or any documents
issued in connection with it.
The Bidco Shares have not been and will not be offered or sold
in Hong Kong by means of any document, other than (i) to
"professional investors" (as defined in the SFO and any rules made
under the SFO) or (ii) in other circumstances that do not result in
this announcement being a "prospectus" (as defined in the C(WUMP)O)
or that do not constitute an offer to the public within the meaning
of the C(WUMP)O.
No advertisement, invitation or document relating to the Bidco
Shares has been or will be issued, or has been or will be in the
possession of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to the Bidco Shares that are or are intended to
be disposed of only to persons outside Hong Kong or only to
"professional investors" (as defined in the SFO and any rules made
under the SFO). No person allotted with the Bidco Shares may sell,
or offer to sell, such securities in circumstances that amount to
an offer to the public of Hong Kong within six months following the
date of issue of such securities.
The contents of this announcement have not been reviewed by any
regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the offer. If you are in doubt about any
contents of this announcement, you should obtain independent
professional advice.
The Acquisition shall be subject to the applicable requirements
of the Listing Rules, the London Stock Exchange and the Financial
Conduct Authority.
Additional Information for US Investors
The Acquisition relates to shares of a Bermuda incorporated
company and is proposed to be effected by means of a scheme of
arrangement under the laws of Bermuda. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange
Act.
Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the US absent
registration under the Securities Act or an available exemption
from, or transaction not subject to, the registration requirements
of the Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the US. There
will be no public offer of the securities of Bidco in the US.
Please refer to the Acquisition Announcement and the Scheme
Document, when published, for the restrictions applicable to
Overseas Shareholders in connection with the Acquisition.
Publication on Website
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on PureCircle 's website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ and on
Bidco's website at www.ingredioncompany.co.uk . For the avoidance
of doubt, neither the contents of these websites nor the content of
any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
Notes to Editors
About PureCircle
-- PureCircle is the only company that combines advanced R&D
with full vertical integration from farm to high-quality,
great-tasting innovative stevia sweeteners.
-- The Company collaborates with farmers who grow the stevia
plants and with food and beverage companies which seek to improve
their low- and no-calorie formulations using a sweetener from
plants.
-- PureCircle will continue to: lead in research, development
and innovation; produce a growing supply of multiple varieties of
stevia sweeteners with sugar-like taste, using all necessary and
appropriate methods of production; and be a resource and innovation
partner for food and beverage companies.
-- PureCircle stevia flavor modifiers work in synergy with
sweeteners to improve the taste, mouthfeel and calorie profile, and
enhance the cost effectiveness, of beverage and food products.
-- Founded in 2002, PureCircle is continually investing in
breakthrough research and development and it has been granted over
214 stevia-related patents with more than 300 applied for patents
pending.
-- PureCircle has offices around the world with the global headquarters in Chicago, Illinois.
-- To meet growing demand for stevia sweeteners, PureCircle is
rapidly ramping up its supply capability. It completed expansion of
its Malaysian stevia extract facility in March 2017, increasing its
capacity to rapidly supply the newer and great-tasting specialty
stevia sweeteners and helping provide ever-increasing value to its
customers.
-- PureCircle's shares are listed on the main market of the London Stock Exchange.
-- For more information, visit: www.purecircle.com
About stevia
-- Given the growing global concerns about obesity and diabetes,
beverage and food companies are working responsibly to reduce sugar
and calories in their products, responding to both consumers and
health and wellness advocates. Sweeteners from the stevia plant
offer sugar-like taste and are becoming an increasingly important
tool for these companies.
-- Like sugar, stevia sweeteners are from plants. But unlike
sugar, they enable low-calorie and zero-calorie formulations of
beverages and foods.
-- Stevia leaf extract is a natural-based, zero calorie,
high-intensity sweetener, used by global food and beverage
companies as a great-tasting zero-calorie alternative to sugar and
artificial sweeteners.
-- Stevia is a naturally sweet plant native to South America;
today, it is grown around the world, notably in Kenya, China and
the US.
-- The sweet-tasting parts of the stevia leaf are up to 350
times sweeter than sugar: stevia's high-intensity sweetness means
it requires far less water and land than sugar.
-- Research has shown that the molecules of the stevia leaf are
present and unchanged in the dried stevia leaf, through the
commercial extraction and purification process, and in the final
stevia leaf extract product. All major global regulatory
organisations, across 65 countries, have approved the use of
high-purity stevia leaf extracts in food and beverages.
-- For more information on the science of stevia, please visit
https://www.purecirclesteviainstitute.com/
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUNARRRWUVRUR
(END) Dow Jones Newswires
May 07, 2020 02:00 ET (06:00 GMT)
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