TIDMPURE
RNS Number : 7723R
Ingredion Incorporated
01 July 2020
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
1 July 2020
RECOMMED CASH ACQUISITION
of
PureCircle Limited ("PureCircle")
by
Ingredion SRSS Holdings Limited ("Bidco")
a newly formed company wholly owned by Ingredion Incorporated
("Ingredion")
to be effected by means of a scheme of arrangement
under section 99 of the Bermuda Companies Act 1981 (the
"Scheme")
Scheme becomes Effective
Further to the announcement on 26 June 2020 that the Court had
sanctioned the Scheme , PureCircle and Bidco are pleased to
announce that, following delivery of the Scheme Court Order
sanctioning the Scheme to the Registrar of Companies in Bermuda
today, the Scheme has now become Effective in accordance with its
terms and the entire issued and to be issued ordinary share capital
of PureCircle is now owned by Bidco.
As a result of the Scheme having become Effective, share
certificates in respect of Scheme Shares have ceased to be valid
documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST will be cancelled.
Capitalised terms used this announcement, unless otherwise
defined, have the meanings given to them in the Scheme Document
published on 18 May 2020.
Suspension and delisting of PureCircle Shares
In accordance with the terms of the Scheme, dealings in
PureCircle Shares on the main market of the London Stock Exchange
plc (the "LSE") and the listing of PureCircle Shares on the
official list of the Financial Conduct Authority (the "FCA") have
each been suspended, effective from 7.30 a.m. London time / 3.30
a.m. Bermuda time today.
Applications have been made to the FCA and the LSE in relation
to the delisting of PureCircle Shares from the official list of the
FCA and the cancellation of the admission to trading of PureCircle
Shares on the main market of the LSE, each of which is expected to
take place at 8.00 a.m. London time / 4.00 a.m. Bermuda time
tomorrow, 2 July 2020.
Settlement
PureCircle Shareholders who were on the register of members of
PureCircle at the Scheme Record Time (being 6.00 p.m. (London time)
on 30 June 2020) and have validly elected for and are eligible to
receive the Share Alternative, will be issued share certificates
for such applicable number of Bidco B Shares as they are entitled
to receive subject to the scale back and rounding adjustments set
out in the Scheme Document, with the balance to be satisfied in
cash. All other PureCircle Shareholders who were on the register of
members of PureCircle at the Scheme Record Time will receive the
Cash Consideration due to them. Both the Cash Consideration and the
Share Alternative, will be settled within 14 days of the Effective
Date, being today's date, 1 July 2020.
Enquiries:
PureCircle and Bidco
Peter Lai +60 3 2166 2206
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 has been made solely by means of the Scheme
Document which, together with the forms of proxy, forms of
instruction and form of election, contains 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.
Cautionary Note Regarding Forward-looking Statements
This announcement (including any information incorporated by
reference in this announcement) contains statements which are, or
may be deemed to be, "forward looking statements".
Without limitation, any statements preceded or followed by or
that include the words "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost-saving", "projects" "intends",
"may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology, are forward looking
statements. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that shall occur in the future and are based on
certain key assumptions.
Neither PureCircle nor any of Bidco or any member of the Bidco
Group, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement (including
information incorporated by reference into this announcement) shall
actually occur. Given these risks and uncertainties, potential
investors should not place undue reliance on forward looking
statements.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Bidco Group or the
PureCircle Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
PureCircle, the Bidco Group and Bidco expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
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 has not been and
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 have not been, 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.
Additional Information for US Investors
The Acquisition relates to shares of a Bermuda incorporated
company and has been 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 have not been 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 Scheme Document 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.
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
OUPSSAFMFESSESW
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