Ingredion Incorporated Offer for PureCircle Limited (4132J)

TIDMPURE

RNS Number : 4132J

Ingredion Incorporated

09 April 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

9 April 2020

RECOMMED CASH ACQUISITION

PureCircle Limited

Ingredion SRSS Holdings Limited

a newly formed company wholly owned by Ingredion Incorporated

to be effected by means of a scheme of arrangement

under section 99 of Bermuda Companies Act 1981

Summary

-- The board of directors of each of PureCircle Limited ("PureCircle") and Ingredion Incorporated ("Ingredion") are pleased to announce that they have reached agreement on the terms of a recommended acquisition whereby the entire issued and to be issued share capital of PureCircle will be acquired by Ingredion SRSS Holdings Limited ("Bidco") (a United Kingdom private limited company formed for the purposes of the Acquisition that is wholly owned by Ingredion) (the "Acquisition").

-- It is intended that the Acquisition will be implemented by means of a scheme of arrangement under the provisions of section 99 of the Bermuda Companies Act (or by way of a Takeover Offer under certain circumstances described in this announcement).

-- Under the terms of the Acquisition, PureCircle Shareholders will be entitled to receive 100 pence in cash for each PureCircle Share or eligible PureCircle Shareholders can elect to receive one Bidco Share in lieu of the full cash consideration, subject to scaling back and other terms as outlined in paragraph 12 below.

-- The Acquisition will be combined with an issue of new PureCircle Shares to Bidco immediately following the Acquisition becoming Effective, for the purpose of providing PureCircle with US$130 million of funding to allow it to repay, inter alia, the Outstanding PureCircle Debt (the "PureCircle Equity Injection"). Bidco will issue 261,643,939 new ordinary A shares of Bidco to Ingredion to enable Bidco to fund the PureCircle Equity Injection (the "Bidco Equity Injection"). The issue price of the new Bidco Shares is approximately US$0.4969 per Bidco Share, representing GBP0.4012 at an exchange rate of 1.2384 USD:GBP on 8 April 2020 (being the last Business Day before the date of this announcement).

   --          Upon completion of the Acquisition and the Bidco Equity Injection: 
   --           PureCircle will be wholly owned by Bidco;

-- Bidco will be controlled by Ingredion, which will hold approximately 75 per cent. of the Bidco Shares in issue;

-- PureCircle Shareholders electing for the Share Alternative described below will hold the remaining Bidco Shares as a minority investment, having been diluted from a holding of approximately 60 per cent. in Bidco to a holding of approximately 25 per cent. in Bidco;

   --           the Bidco Shares will not be admitted to trading on any stock exchange;

-- Bidco is expected to have repaid the Outstanding PureCircle Debt, and to be in a net cash position; and

-- Ingredion and the minority shareholders in Bidco will be parties to a Shareholders' Agreement that, among other things, will impose restrictions on transfers of Bidco Shares.

-- The UK City Code on Takeovers and Mergers (the "Takeover Code ") does not apply to PureCircle, and although PureCircle has incorporated certain takeover-related provisions into the PureCircle Bye-laws, 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. PureCircle and Ingredion have agreed certain matters regarding the application of the Takeover Code to the Acquisition, and the terms of that agreement are summarised in this announcement. In particular, the attention of PureCircle Shareholders is drawn to the Conditions of Material Significance, which are set out in paragraphs 3 (k) to 3 (m) inclusive of Appendix I of this announcement. The effect of these Conditions of Material Significance is that, if any of them are not met, Bidco will be entitled to withdraw the Acquisition.

-- Bidco has received irrevocable undertakings from certain PureCircle Shareholders and certain PureCircle Directors, together holding, in aggregate, 125,544,583 PureCircle Shares representing approximately 68.1 per cent. of the existing issued share capital of PureCircle in issue on 8 April 2020 (being the latest practicable date prior to the date of this announcement) containing irrevocable commitments 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 the acceptance of, the Takeover Offer. From the total irrevocable undertakings received, the Share Alternative has been elected with respect to 125,004,562 PureCircle Shares representing approximately 67.8 per cent. of the existing issued share capital of PureCircle in issue on 8 April 2020 (being the last Business Day before the date of this announcement). As a result, this allows the remaining PureCircle Shareholders to elect for, at their sole option, either the Cash Offer or the Share Alternative (subject to pro rating of the Share Alternative).

Cash Offer

-- Under the terms of the Acquisition, PureCircle Shareholders will be entitled to receive:

   for each PureCircle Share:     100 pence in cash (the "Cash Offer") 
   --          The Cash Offer values the entire issued and to be issued share capital of PureCircle at approximately GBP185.3 million and represents an opportunity for PureCircle Shareholders to realise a cash sum for their PureCircle Shares.

-- The PureCircle Directors, who have been so advised by KPMG, consider the terms of the Cash Offer to be fair and reasonable. In providing advice to the PureCircle Directors, KPMG has taken into account the commercial assessments of the PureCircle Directors. KPMG is providing independent financial advice to the PureCircle Directors for the purposes of the Cash Offer.

Share Alternative

-- The proposed Acquisition also includes a Share Alternative under which eligible PureCircle Shareholders can elect to receive:

   for each PureCircle Share:     1 Bidco Share (the "Share Alternative"),

in lieu of the full cash consideration to which they would otherwise be entitled under the Acquisition (subject to scaling back in accordance with the terms of the Share Alternative) and subject to the terms and conditions of the Share Alternative detailed in paragraph 12 below.

-- The Bidco Shares will be independently valued and an estimate of the value of the Bidco Shares will be included in the Scheme Document. Further information about the Bidco Shares is set out in Appendix IV to this announcement and will also be included in the Scheme Document.

-- The Share Alternative is not being made available to Restricted Overseas Shareholders, including PureCircle Shareholders located or resident in the United States or who are otherwise US Persons, who shall receive cash pursuant to the Scheme.

-- Only eligible PureCircle Shareholders who hold their PureCircle Shares through a nominee account can elect for the Share Alternative in relation to part of their holding of PureCircle Shares, on behalf of their respective nominees. There can be no partial elections for the Share Alternative with respect to the underlying nominee account of a single nominee.

-- All other eligible PureCircle Shareholders will only be able to elect for the Share Alternative in relation to their entire holding of PureCircle Shares and not part only. To the extent that the elections for the Share Alternative cannot be satisfied in full, they will be scaled back pro rata to the size of such elections ( subject to any rounding adjustments as Ingredion, in its absolute discretion, considers practicable) and the balance of the consideration due to PureCircle Shareholders who have made such elections will be satisfied in cash in accordance with the terms of the Acquisition.

-- Under the Scheme, PureCircle Shareholders who validly accept the Share Alternative will be issued up to 111,874,671 ordinary B shares in Bidco which will represent approximately 25 per cent. of the total number of Bidco Shares immediately after the Scheme becomes Effective and the Bidco Equity Injection completes.

-- The Bidco Shares will be unlisted, that is, not admitted to trading on any stock exchange, and will be subject to, among other things, restrictions on transfer. There are no plans to seek a public quotation on any recognised investment exchange or other public market for the Bidco Shares to be issued to PureCircle Shareholders under the Share Alternative. Further details on Bidco and the rights attaching to the Bidco Shares are set out in paragraphs 4 and 12 and Appendix IV to this announcement, and will also be included in the Scheme Document.

-- Immediately after the Scheme becomes Effective, Bidco will issue 261,643,939 additional ordinary A shares to Ingredion for a total subscription price of US$130 million in connection with the Bidco Equity Injection thereby diluting the shareholding of PureCircle Shareholders who validly accept the Share Alternative by approximately 59 per cent. This represents an issue price per new Bidco Share of $0.4969 equivalent to GBP0.4012 at an exchange rate of 1.2384 USD:GBP on 8 April 2020 (being the last Business Day before the date of this announcement). The proceeds of the Bidco Equity Injection will be used by Bidco to subscribe for additional shares in PureCircle for a total subscription price of US$130 million pursuant to the PureCircle Equity Injection. The proceeds of the PureCircle Equity Injection will provide PureCircle with cash for general operating purposes and to repay the Outstanding PureCircle Debt (approximately US$90 million as at the date of this announcement). Following the Bidco Equity Injection, Ingredion shall hold approximately 75 per cent. of the total number of Bidco Shares in issue, with PureCircle Shareholders who validly accept the Share Alternative holding the remainder. The effect of the Bidco Equity Injection will be that each PureCircle Shareholder who has elected for the Share Alternative will suffer an immediate dilution of their shareholding in Bidco of approximately 59 per cent. and the overall percentage of Bidco Shares which the PureCircle Shareholders hold in Bidco will decrease from approximately 60 per cent. to approximately 25 per cent.

-- The ordinary A shares of Bidco, to be held by Ingredion, and the ordinary B shares in Bidco, to be held by the PureCircle Shareholders electing for the Share Alternative, will have equal voting and dividend rights.

-- Subject to the Scheme becoming Effective, PureCircle does not intend to pay any final or other dividend in respect of the financial year ended 30 June 2019 or the financial year ending 30 June 2020. The Cash Offer and the Share Alternative (as applicable) both assume that PureCircle Shareholders will not receive a final dividend in respect of PureCircle's financial year ended 30 June 2019 or the financial year ending 30 June 2020. If on or after the date of this announcement and prior to the Effective Date, any dividend, distribution or other return of value is declared, made or paid by PureCircle, the Cash Offer and the Share Alternative shall be reduced accordingly. In such circumstances, PureCircle Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.

PureCircle Board Recommendation

Cash Offer

-- The PureCircle Directors, who have been so advised by KPMG as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the PureCircle Directors, KPMG has taken into account the commercial assessments of the PureCircle Directors. KPMG is providing independent financial advice to the PureCircle Directors for the purposes of the Cash Offer.

-- Accordingly, the PureCircle Directors intend to recommend unanimously that PureCircle 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 the PureCircle Directors (and their connected persons) who hold PureCircle Shares have each irrevocably undertaken to do in respect of their own beneficial holdings of 820,021 PureCircle Shares representing, in aggregate, approximately 0.4 per cent. of the share capital of PureCircle in issue on 8 April 2020 (being the last Business Day before the date of this announcement).

Share Alternative

-- In considering the terms of the Share Alternative, the PureCircle Directors note that, while the Bidco Shares provide the option for a continued equity ownership in PureCircle with a much reduced debt level, the Bidco Shares will be unlisted and will represent a minority investment in a company controlled by Ingredion, following a material dilution of the relative holding of PureCircle Shareholders who elect for the Share Alternative, with the PureCircle Shareholders who validly accept the Share Alternative holding approximately 25 per cent. of the Bidco Shares in issue, with Ingredion holding the remainder. The Bidco Shares will not be admitted to trading on any stock exchange or other public market and, with the exception of a number of mechanisms set out in the Shareholders' Agreement, will therefore be illiquid. As a result of the lack of a trading market for the Bidco Shares, their value will be uncertain and there may be more limited opportunities to sell the Bidco Shares other than the exit provisions agreed in the Shareholders' Agreement. Bidco has put in place a specific dividend policy which allows, subject to certain restrictions, for the distribution of a proportion of free cashflow to Bidco Shareholders. In addition, the Shareholders' Agreement amongst Ingredion and the minority shareholders in Bidco will impose significant restrictions on transfers of the Bidco Shares.

-- For the reasons set out above, together with the risk factors and other investment considerations set out in paragraph 12 of this announcement, the PureCircle Directors are not making any recommendation to PureCircle Shareholders as to whether or not they should elect for the Share Alternative. The PureCircle Directors recommend that PureCircle Shareholders do not elect for the Share Alternative unless they are fully cognisant of, and are prepared to accept, the risks and other investment considerations attaching to ownership of unlisted securities and have taken independent professional advice appropriate to their own financial circumstances and investment objectives.

-- PureCircle Shareholders should ascertain whether acquiring or holding Bidco Shares is affected by the laws of the relevant jurisdiction in which they reside. PureCircle Shareholders should also consider whether Bidco Shares are a suitable investment in light of their own personal circumstances. PureCircle Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Share Alternative. Any decision to elect for the Share Alternative should be based on independent financial, tax and legal advice and full consideration of this announcement and the Scheme Document (when published).

Irrevocable Undertakings

-- Bidco has received irrevocable undertakings from certain PureCircle Shareholders and from certain PureCircle Directors, together holding, in aggregate, 125,544,583 PureCircle Shares representing approximately 68.1 per cent. of the existing issued share capital of PureCircle containing irrevocable commitments to vote (or procure the voting) 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 the acceptance of, the Takeover Offer). From the total irrevocable undertakings received, the Share Alternative has been elected with respect to 125,004,562 PureCircle Shares representing approximately 67.8 per cent. of the existing issued share capital of PureCircle in issue on 8 April 2020 (being the last Business Day before the date of this announcement) . As a result, this allows the remaining PureCircle Shareholders to elect for, at their sole option, either the Cash Offer or the Share Alternative (subject to pro rating of the Share Alternative).

PureCircle Directors

-- Pursuant to the irrevocable undertakings referred to above, Olivier Maes and Guy Wollaert, have each irrevocably undertaken to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and to elect, at their option, for either the Cash Offer or the Share Alternative, in each case, in respect of their individual holdings of PureCircle Shares, being 540,021 PureCircle Shares representing, in aggregate, approximately 0.3 per cent. of PureCircle's issued share capital on 8 April 2020 (being the last Business Day before the date of this announcement).

-- In addition, Peter Lai, has irrevocably undertaken to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and to elect to receive the Share Alternative (and not elect for the Cash Offer), in respect of his holding of PureCircle Shares, being 280,000 PureCircle Shares representing, in aggregate, approximately 0.2 per cent. of PureCircle's issued share capital on 8 April 2020 (being the last Business Day before the date of this announcement).

PureCircle Shareholders

-- Asian Investment Management Services Limited, Magomet Malsagov, OLAM International Limited, Halfmoon Bay Capital, Wang Tak Company Ltd., Tan Boon Seng and the Alwaha Fund Limited (an investment vehicle of Wan Azmi Wan Hamzah, Tan Sri) have each irrevocably undertaken to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and to elect for the Share Alternative (and not elect for the Cash Offer), in each case, in respect of all of their respective holdings of PureCircle Shares, being 124,724,562 PureCircle Shares representing, in aggregate, approximately 67.6 per cent. of PureCircle's issued share capital on 8 April 2020 (being the last Business Day before the date of this announcement).

-- In the event that the elections for the Share Alternative would require more than 111,874,671 Bidco Shares to be issued then such elections would be scaled back pro rata to the size of such elections ( subject to any rounding adjustments as Ingredion, in its absolute discretion, considers practicable).

-- As part of its proposal to the PureCircle Board, Ingredion placed an upper limit on the amount of cash it was willing to invest as part of the Acquisition and Bidco Equity Injection, combined with a required level of ongoing equity ownership in Bidco, and therefore held discussions with a number of the larger PureCircle Shareholders to ask them to elect for the Share Alternative. The PureCircle Shareholders providing irrevocable undertakings to elect for the Share Alternative have done so in the knowledge that this provides all other PureCircle Shareholders with the ability to choose either to accept the Cash Offer for their entire holding, or to elect for the Share Alternative on exactly the same terms (including in relation to pro rating) as those PureCircle Shareholders providing irrevocable undertakings.

-- Given that the Share Alternative is limited to a maximum of 111,874,671 Bidco Shares, the PureCircle Shareholders and Directors who have irrevocably undertaken to elect to receive the Share Alternative (totalling 125,004,562 PureCircle Shares) will be subject to pro rating and will receive a mix of cash and Bidco Shares under the Acquisition, with the split dependant on the level of elections from other PureCircle Shareholders for the Share Alternative.

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

Information on Bidco and Ingredion

-- Bidco is a newly incorporated company registered in England and Wales which was formed for the purposes of the Acquisition. Bidco is wholly owned by Ingredion.

-- Ingredion is headquartered in the Chicago, Illinois metropolitan area and is a leading global ingredient solutions provider serving customers in more than 120 countries. With annual net sales of greater than $6 billion for the year ended 31 December 2019, Ingredion turns grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal, nutrition, brewing and industrial markets. Ingredion employs approximately 11,000 people and has a market capitalisation of over $5 billion. Ingredion's common stock is listed on the New York Stock Exchange.

Information on PureCircle

-- Founded in 2002, PureCircle was admitted to AIM on 11 December 2007, and to the Main Market on 28 October 2015. PureCircle has offices in Europe, Asia and other locations globally. It is a leading producer and innovator of stevia sweeteners for the global food and beverage industry. PureCircle collaborates with farmers who grow the stevia plants and with food beverage companies which seek to improve their low-and no-calorie formulations using a sweetener from plants. PureCircle combines advanced research and development with full vertical integration from farm to high-quality, great tasting innovative stevia sweeteners. It has been granted over 214 stevia-related patents with more than 300 applied for patents pending.

-- PureCircle generated revenue of approximately US$124.0 million, gross profit of US$1.2 million and a loss before tax of US$72.2 million for the financial year ended 30 June 2019.

-- PureCircle, earlier today released its unaudited interim results for the six month period ended 31 December 2019. PureCircle generated revenue of approximately US$46.8 million, gross profit of US$10.7 million and loss before taxation of US$13.8 million for the six month period. Adjusted EBITDA for the period was US$(3.1) million.

Conditions and Timetable

-- It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under section 99 of the Bermuda Companies Act. However, Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the terms of the Implementation Agreement.

-- Implementation of the Scheme will be subject, among other conditions the approval of the requisite majority, respectively, of Voting Scheme Shareholders at the Court Meeting and PureCircle Shareholders at the General Meeting and to the sanction of the Court, at the Court Hearing.

-- The Scheme Document will contain further information about the Acquisition, full details of the Scheme and the procedures to be followed by PureCircle Shareholders to approve the Scheme. The Scheme Document, together with notices of the Court Meeting and the General Meeting and the form of election and forms of proxy, and an indicative timetable for implementation of the Scheme, are expected to be dispatched to PureCircle Shareholders and, for information purposes only, to participants with PureCircle Share Rights, within 28 days of this announcement (save as agreed between PureCircle and Ingredion).

-- Completion of the Acquisition is conditional, amongst other things, on the following matters:

-- passing of resolutions at the General Meeting (including approval of the PureCircle Equity Injection and amendments to the PureCircle Bye-laws to ensure that any PureCircle Shares issued between approval of the Scheme at the Court Meeting and the Acquisition becoming Effective will be subject to the Scheme and that any PureCircle Shares issued after the Acquisition becomes Effective will automatically be acquired by Bidco (or as it may direct) in exchange for the same cash price per PureCircle Share as is due in respect of PureCircle Shares acquired by Bidco under the Scheme);

-- a majority in number representing three-fourths (in value) in each class of members present and voting either in person or by proxy at a meeting sanctioned by the Court votes in favour of the Scheme;

-- subsequent to the above voting threshold being attained, the Court making an order sanctioning the Scheme;

-- the resolutions required to implement the Scheme being duly passed by Voting Scheme Shareholders representing at least 75 per. cent of votes cast at the General Meeting;

-- the necessary compliance with the procedural requirements, if any, of the Bermuda Companies Act in relation to any reduction of the issued share capital of PureCircle associated with the cancellation of the Scheme Shares; and

-- a copy of the Order from the Court sanctioning the Scheme being delivered to the Registrar of Companies.

-- The Conditions of Material Significance are specifically drawn to the attention of PureCircle Shareholders. The effect of the each Condition of Material Significance is that Bidco may be entitled to withdraw the offer if:

-- except as Disclosed (which excludes PureCircle's 1H FY20 Interim Results), Bidco becomes aware that the PureCircle Group, was not, on the date of this announcement, or, if it thereafter ceases to be, the owner, free of Encumbrances (save for those Encumbrances created in the ordinary course of business or pursuant to third party financing documents that were Disclosed prior to the Announcement) of its material Supply Assets in China and/or in Malaysia and/or of its material registered patent assets;

-- a UK regulatory authority has imposed, or announced or confirmed in writing that it will impose, a fine, or other financial penalty, on any member(s) of the PureCircle Group in an amount of more than an amount which PureCircle and Bidco have agreed is material (individually and/or in aggregate), in connection with the matters relating to the classification and valuation of inventory and/or PureCircle's accounting records, as referred to in the PureCircle Update Announcements; and

-- during the six month period which commenced on 1 January 2020, the PureCircle Group shall (in its internal monthly accounting records produced in a manner consistent with the PureCircle accounts for the financial year ended 30 June 2019) have recorded revenue of less than US$40 million, subject to certain exceptions.

-- If the Scheme does not become Effective by the Long Stop Date, the proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and PureCircle Shareholders at the General Meeting is obtained before this date, in which case the Long Stop Date for the proposals may be extended to such later date as PureCircle and Ingredion may agree and, if appropriate, the Court may approve.

-- The global COVID-19 pandemic is restricting the ability of Governmental Entities around the world to conduct their normal operations. The Bidco Directors expect that Governmental Entities will not be operating according to their normal schedules during the upcoming period and it may therefore take longer for the Conditions to be satisfied and the Court Meeting and/or General Meeting to be held. Accordingly, any dates in respect of the expected timetable for the Acquisition set out in this announcement are indicative, subject to change (by agreement between Bidco and PureCircle and, the Court, where required) and are provided by way of guidance only. Bidco shall keep the PureCircle Shareholders notified of any updates or changes to the expected timetable as additional guidance is released. Further details regarding the expected timetable will be contained in the Scheme Document.

Commenting on the Acquisition, Ingredion's president and chief executive officer Jim Zallie, said:

"The acquisition of PureCircle advances our specialties strategy for sugar reduction and specialty sweeteners, by aligning with one of the most important food and beverage trends shaping the industry and impacting our customers.

PureCircle is an industry-recognized innovator with a proven track record for producing great-tasting, naturally-based stevia ingredients. By combining our capabilities in product formulation, along with our experienced sales team, we will expand and complement our portfolio of stevia solutions to a growing and broader customer base.

We admire the business that PureCircle has built for nearly two decades and are excited to welcome them to the Ingredion family. We are ready to support this new phase of growth that is on-trend with consumers' desire for sustainable alternatives that are good for them, their families and the environment."

Commenting on the Acquisition, Peter Lai, CEO of PureCircle, said:

"Ingredion is a leading global ingredient solutions provider serving over 18,000 customers in more than 120 countries. This acquisition will provide PureCircle with significant opportunities to increase our market penetration and grow our market share within the global stevia market.

By leveraging Ingredion's global client base we will be able to take our great-tasting, high quality, non-GMO stevia ingredients to a larger, more diverse client base. In addition to the commercial benefits, the acquisition presents opportunities for increased operating efficiency through synergies.

The offer gives our shareholders an opportunity for the certainty of cash today, or the option to remain invested in PureCircle going forwards."

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this announcement contains the sources of information and bases for calculations of certain information contained in this announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition, Appendix IV contains details on the Bidco Group and the Bidco Shares and Appendix V contains definitions of certain expressions used in this summary and in this 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 (0) 20 7311 1000 
 Helen Roxburgh 
 Richard Lee 
 Newgate Communications Ltd (PR 
  Adviser to PureCircle):                  +44(0)20 3757 6880 
 Elisabeth Cowell 
  Giles Croot

Hogan Lovells International LLP and Hogan Lovells US LLP are providing legal advice to Ingredion and Bidco. Baker & McKenzie LLP is providing legal advice to PureCircle.

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 and form of election (or forms of acceptance), 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.

Overseas Shareholders

Any securities referred to in the information in this section of the website have not been and will not be registered under the securities laws of Canada, Japan, South Africa or Australia or any other Restricted Jurisdiction referred to below 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.

As a consequence, the release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom, including, without limitation, the United States, Canada, Japan, South Africa and Australia, may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions must inform themselves of, and observe, any applicable requirements.

By electing receipt of Bidco Shares pursuant to the Share Alternative, PureCircle Shareholders will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their PureCircle Shares, that they: (i) are not located or resident in a Restricted Jurisdiction; and (ii) are not electing receipt of Bidco Shares pursuant to the Share Alternative with a view to, or for offer or sale of Bidco Shares in connection with, any distribution thereof (within the meaning of the Securities Act) in a Restricted Jurisdiction.

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.

The availability of the Acquisition to PureCircle Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom must inform themselves of, and observe, any applicable requirements.

The issue of Bidco Shares to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Share Alternative is not being made available to Restricted Overseas Shareholders, who shall receive cash.

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 Holders

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.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in Bermuda to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. Financial information relating to PureCircle included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with accounting principles generally accepted in the United States.

The Bidco Shares to be issued pursuant to the Scheme under the Share Alternative may not be offered or sold in the United States absent registration or an exemption from registration. No US offer of such Bidco Shares will be made in the United States. The Bidco Shares have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange in the United States, and may not be offered, sold or delivered, directly or indirectly, in, into or from the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Bidco Shares or determined that this document is accurate or complete. Any representation to the contrary is a criminal offence.

PureCircle Shareholders located or resident in the United States or who are otherwise US Persons will not be permitted to elect receipt of the Bidco Shares pursuant to the Share Alternative, and any purported election to receive Bidco Shares pursuant to the Share Alternative by PureCircle Shareholders from the United States, or which, at the sole discretion of Bidco, appear to be made in respect of PureCircle shares beneficially held by persons located or resident in the United States or who otherwise appear to be US Persons will not be accepted. Accordingly, PureCircle Shareholders located or resident in the United States or who are otherwise US Persons will receive cash pursuant to the Scheme, and no Bidco Shares will be issued to any such PureCircle Shareholder.

By electing receipt of Bidco Shares pursuant to the Share Alternative, PureCircle Shareholders will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their PureCircle shares, that they: (i) are not located or resident in the United States or otherwise a US Person; and (ii) are not electing receipt of Bidco Shares pursuant to the Share Alternative with a view to, or for offer or sale of Bidco Shares in connection with, any distribution thereof (within the meaning of the Securities Act) in the United States or to US Persons.

The receipt of cash consideration by a US holder for the transfer of its PureCircle Shares under the Cash Offer pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each US holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to it, including under applicable United States state and local, as well as overseas and other, tax laws.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer instead of the Scheme, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the United States by Bidco and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal Bermuda and United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of PureCircle outside of the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in Bermuda and the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

PureCircle is organised under the laws of Bermuda and Bidco is organised under the laws of England and Wales. Some or all of the officers and directors of Bidco and PureCircle, respectively, are residents of countries other than the United States. In addition, most of the assets of Bidco and PureCircle are located outside the United States. As a result, it may be difficult for US holders to effect service of process within the United States upon Bidco or PureCircle or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the securities laws of Bermuda or England and Wales.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by PureCircle , Bidco or any member of the Bidco Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Bidco or any member of the Bidco Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to Bidco or any member of the Bidco Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "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. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of Bidco, any member of the Bidco Group or PureCircle and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on the business of Bidco, any member of the Bidco Group or PureCircle.

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. These events and circumstances include changes in the global political, economic, business and competitive environments and in market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in light of such factors.

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 shall actually occur. Given these risks and uncertainties, potential investors should not place undue reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the PureCircle Group, there may be additional changes to the PureCircle Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

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.

No Profit Forecasts or Estimates

Nothing in this announcement is intended as a profit forecast or estimate for any period and nothing in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or PureCircle , as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or PureCircle , as appropriate.

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.

Responsibility

The Bidco Directors accept responsibility for the information contained in this announcement (including any expressions of opinion) relating to Bidco, each member of the Bidco Group, the directors, partners and members of each of them and their close relatives, related trusts and companies, and other connected persons, and persons acting, or deemed to be acting, in concert with Bidco (as such term is used in the Takeover Code). To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The PureCircle Directors accept responsibility for the information contained in this announcement (including any expressions of opinion) relating to PureCircle, each member of the PureCircle Group, the directors, partners and members of each of them and their close relatives, related trusts and companies, and other connected persons, and persons acting, or deemed to be acting, in concert with PureCircle (as such term is used in the Takeover Code). To the best of the knowledge and belief of the PureCircle Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

As summarised above, PureCircle is a Bermuda company and is therefore not subject to the Takeover Code. Accordingly, PureCircle Shareholders and others dealing in PureCircle Shares are not obliged to disclose any of their dealings under the provisions of the Takeover Code. Market participants, however, are requested to make disclosures of dealings as if the Takeover Code applied and as if PureCircle were in an "offer period" under the Takeover Code. In addition, PureCircle Shareholders and persons considering the Acquisition or disposal of any interest in PureCircle Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the Financial Conduct Authority and other applicable regulatory rules regarding transactions in PureCircle Shares.

In light of the foregoing, as provided in Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent or more of any class of "relevant securities" of PureCircle 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 and, if later, following the announcement in which any securities exchange offeror is first identified. 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 each of: (i) PureCircle ; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) would have applied had the Takeover Code been applicable and should have been made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of PureCircle or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, "interested" (directly or indirectly) in 1 per cent or more of any class of "relevant securities" of PureCircle or of any securities exchange offeror must make a Dealing Disclosure if the person "deals" in any "relevant securities" of PureCircle or of any securities exchange offeror. In a situation where the Takeover Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn, or on which the "offer period" otherwise ends. Under Rule 8 of the Takeover Code, 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 each of: (i) PureCircle ; and (ii) any securities exchange offeror, 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 pm (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 PureCircle or a securities exchange offeror, they would, if the Takeover Code were applicable, be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by PureCircle and by any offeror and Dealing Disclosures must also be made by PureCircle , by any offeror and by any persons acting in concert with any of them by no later than 12:00 p.m. on the Business Day following the date of the relevant transaction (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

Terms in quotation marks are defined in the Takeover Code, which can be found on the website of the Panel.

PureCircle's website contains the form of Dealing Disclosure requested. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA (or, if you are resident in a jurisdiction other than the UK, a financial adviser authorised under the laws of such jurisdiction).

Electronic Communications

Addresses, electronic addresses and certain information provided by PureCircle Shareholders, persons with information rights and other relevant persons for the receipt of communications from PureCircle may be provided to Bidco during the Offer Period.

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 by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of this website nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement.

The global COVID-19 pandemic is restricting the ability of PureCircle and the Receiving Agent to issue and post hard copy documents in the usual way. As a result, no copies of this announcement, or a circular summarising the terms and conditions of the Acquisition shall be sent to any person other than the PureCircle Shareholders and persons with information rights. At the time of this announcement, it is uncertain to what extent any further requests for hard copy documents can be satisfied during the upcoming period.

If you have any questions please contact the Receiving Agent, Computershare Investor Services PLC on +44 (0) 370 707 4040 between 8:30 am to 5:30 pm (London time) Monday to Friday, excluding public holidays in the UK, or by submitting a request in writing to: Computershare Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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.

Time

All times shown in this announcement are London, UK times, unless otherwise stated.

General

If the Acquisition is effected by way of a Takeover Offer instead of by way of a Scheme, such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of section 102 and/or 103 of the Bermuda Companies Act so as to acquire compulsorily the remaining PureCircle Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase PureCircle Shares otherwise than under the Scheme or any Takeover Offer such as pursuant to privately negotiated purchases.

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 or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

9 April 2020

RECOMMED CASH ACQUISITION

PureCircle Limited

Ingredion SRSS Holdings Limited

a newly formed company wholly owned by Ingredion Incorporated

to be effected by means of a scheme of arrangement

under section 99 of the Bermuda Companies Act 1981

   1.         Introduction

The boards of PureCircle Limited ("PureCircle") and Ingredion Incorporated ("Ingredion") are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of PureCircle by Ingredion SRSS Holdings Limited ("Bidco") (a United Kingdom private limited company formed for the purposes of the Acquisition that is wholly owned by Ingredion) (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a scheme of arrangement under the provisions of section 99 of the Bermuda Companies Act (or by way of a Takeover Offer under certain circumstances described in this announcement).

Upon completion of the Acquisition and the Bidco Equity Injection:

   --           PureCircle will be wholly owned by Bidco;

-- Bidco will be controlled by Ingredion, which will hold approximately 75 per cent. of the Bidco Shares in issue;

   --           the Bidco Shares will not be admitted to trading on any stock exchange;

-- Bidco is expected to have repaid the Outstanding PureCircle Debt, and to be in a net cash position; and

-- Ingredion and the minority shareholders in Bidco will be parties to a Shareholders' Agreement that, among other things, will impose restrictions on transfers of Bidco Shares.

Bidco has received irrevocable undertakings from certain PureCircle Shareholders and from certain PureCircle Directors, together holding, in aggregate, 125,544,583 PureCircle Shares representing approximately 68.1 per cent. of the existing issued share capital of PureCircle containing irrevocable commitments to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and, where so elected to elect for the Share Alternative (and not elect for the Cash Offer) . From the total irrevocable undertakings received, the Share Alternative has been elected with respect to 125,004,562 PureCircle Shares representing approximately 67.8 per cent. of the existing issued share capital of PureCircle in issue on 8 April 2020 (being the last Business Day before the date of this announcement). As a result, this allows the remaining PureCircle Shareholders to elect for, at their sole option, either the Cash Offer or the Share Alternative (subject to pro rating of the Share Alternative) .

The UK City Code on Takeovers and Mergers (the "Takeover Code ") does not apply to PureCircle, and although PureCircle has incorporated certain takeover-related provisions into the PureCircle Bye-laws, 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. PureCircle and Ingredion have agreed certain matters regarding the application of the Takeover Code to the Acquisition, and the terms of that agreement are summarised in this announcement. In particular, the attention of PureCircle Shareholders is drawn to the Conditions of Material Significance, which are set out in paragraphs 3 (k) to 3 (m) inclusive of Appendix I of this announcement. The effect of these Conditions of Material Significance is that, if any of them are not met, Bidco will be entitled to withdraw the Acquisition.

   2.         The Acquisition

Cash Offer

Under the terms of the Acquisition, which shall be subject to the Conditions and the further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, PureCircle Shareholders will be entitled to receive:

   for each PureCircle Share:    100 pence in cash (the "Cash Offer")

The Cash Offer values the entire issued and to be issued share capital of PureCircle at approximately GBP185.3 million and represents an opportunity for PureCircle Shareholders to realise a cash sum for their PureCircle Shares.

Share Alternative

As an alternative to the Cash Offer, eligible PureCircle Shareholders can elect to receive:

   --           for each PureCircle Share:     1 Bidco Share (the "Share Alternative"),

-- All other eligible PureCircle Shareholders will only be able to elect for the Share Alternative in relation to their entire holding of PureCircle Shares and not part only. The Share Alternative is limited to a maximum of 111,874,671 Bidco Shares, which will be available for eligible PureCircle Shareholders holding a maximum of approximately 60 per cent. of the PureCircle Shares. To the extent that the elections for the Share Alternative cannot be satisfied in full, they will be scaled back pro rata to the size of such elections ( subject to any rounding adjustments as Ingredion, in its absolute discretion, considers practicable) and the balance of the consideration due to PureCircle Shareholders who have made such elections will be satisfied in cash in accordance with the terms of the Acquisition.

-- Upon completion of the Acquisition, the Bidco Shares received by PureCircle Shareholders electing for the Share Alternative will represent a minority investment in Bidco, which will be controlled by Ingredion. The Bidco Shares will be unlisted, that is, not admitted to trading on any stock exchange, and will be subject to, among other things, restrictions on transfer. There are no plans to seek a public quotation on any recognised investment exchange or other public market for the Bidco Shares to be issued to PureCircle Shareholders under the Share Alternative. Further details on Bidco and the rights attaching to the Bidco Shares are set out in paragraphs 4 and 12 and Appendix IV to this announcement.

-- Immediately after the Scheme becomes Effective, Bidco will issue 261,643,939 additional ordinary A shares to Ingredion for a total subscription price of US$130 million in connection with the Bidco Equity Injection thereby diluting the shareholding of PureCircle Shareholders who validly accept the Share Alternative by approximately 59 per cent. This represents an issue price per new Bidco Share of US$0.4969 equivalent to GBP0.4012 at an exchange rate of 1.2384 USD:GBP on 8 April 2020 (being the last Business Day before the date of this announcement). The proceeds of the PureCircle Equity Injection will provide PureCircle cash for general operating purposes and to repay the Outstanding PureCircle Debt (approximately US$90 million as at the date of this announcement). Following the Bidco Equity Injection, Ingredion shall hold approximately 75 per cent. of the total number of Bidco Shares in issue, with PureCircle Shareholders who validly accept the Share Alternative holding the remainder. The effect of the Bidco Equity Injection will be that each PureCircle Shareholder who has elected for the Share Alternative will suffer an immediate dilution of their shareholding in Bidco of approximately 59 per cent. and the overall percentage of Bidco Shares which the PureCircle Shareholders hold in Bidco will decrease from approximately 60 per cent. to approximately 25 per cent.

Subject to the Scheme becoming Effective, PureCircle does not intend to pay any final or other dividend in respect of the financial year ended 30 June 2019 or the financial year ending 30 June 2020. The Cash Offer and the Share Alternative (as applicable) both assume that PureCircle Shareholders will not receive a final dividend in respect of PureCircle's financial year ended 30 June 2019 or the financial year ending 30 June 2020. If on or after the date of this announcement and prior to the Effective Date, any dividend, distribution or other return of value is declared, made or paid by PureCircle, the Cash Offer and the Share Alternative shall be reduced accordingly. In such circumstances, PureCircle Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.

The Scheme Document, contains further information about the Acquisition, full details of the Scheme including the explanatory statement required under section 100(1)(a) of the Bermuda Companies Act and the procedures to be followed by PureCircle Shareholders to approve the Scheme. The Scheme Document, together with notices of the Court Meeting and the General Meeting and the form of election and forms of proxy, and an indicative timetable for implementation of the Scheme, are expected to be despatched to PureCircle Shareholders (and, for information purposes only, to participants with PureCircle Share Rights) within 28 days of this announcement (save as agreed between PureCircle and Ingredion).

   3.         Information on Ingredion

Ingredion is headquartered in the Chicago, Illinois metropolitan area and is a leading global ingredient solutions provider serving customers in more than 120 countries. With annual net sales of over $6 billion for the year ended 31 December 2019, Ingredion makes sweeteners, starches, nutrition ingredients and biomaterials that are used by customers in everyday products from foods and beverages to paper and pharmaceuticals. Ingredion employs approximately 11,000 people and has a market capitalisation of over $5 billion. Ingredion's common stock is listed on the New York Stock Exchange.

   4.         Information on Bidco

Bidco is a newly incorporated private limited company registered in England and Wales which was formed for the purposes of the Acquisition. Bidco is wholly owned by Ingredion.

   5.         Background to and reasons for the Acquisition

Sugar reduction is one of Ingredion's five specialities growth platforms and Ingredion is committed to invest in its growth. Stevia is a core product for the sugar reduction portfolio.

Ingredion has followed the development of PureCircle for several years and believes that it is a fundamentally strong and attractive business that will be a great fit with Ingredion's long-term strategy, given PureCircle's leadership position in this space. Beyond its leadership in the market, PureCircle brings unrivalled innovation and manufacturing expertise related to stevia. The Ingredion Directors further believe that the Acquisition will allow it to build on these strengths and that leveraging Ingredion's global go to market network, as well as its formulation expertise and broad product portfolio will drive both growth synergies, as well as significant savings.

Finally, both Ingredion and PureCircle have a proud legacy and share a similar culture.

   6.         Information on PureCircle

PureCircle is a leading producer and innovator of stevia sweeteners for the global food and beverage industry. PureCircle collaborates with farmers who grow the stevia plants and with food beverage companies which seek to improve their low-and no-calorie formulations using a sweetener from plants. PureCircle combines advanced research and development with full vertical integration from farm to high-quality, great-tasting innovative stevia sweeteners. It has been granted over 214 stevia-related patents with more than 300 applied for patents pending. Regulatory approvals in the Philippines for both versions of PureCircle's Reb M stevia leaf sweetener in September 2019 were followed by approvals in Australia, New Zealand, Indonesia, Thailand, Vietnam and Taiwan.

PureCircle has offices in Europe, Asia and other locations globally. PureCircle's registered office is located in Bermuda. PureCircle employs approximately 1,000 people globally.

Founded in 2002, PureCircle is incorporated in Bermuda and listed on the Main Market. On 28 October 2019, PureCircle's Shares were suspended from trading on the Main Market, pending publication of PureCircle's audited financial statements for the financial year ended 30 June 2019. PureCircle announced its final audited results for the financial year ended 30 June 2019 on 31 March 2020, and its unaudited results for the six month period ended 31 December 2019 earlier today.

PureCircle generated revenue of approximately US$124.0 million, gross profit of US$1.2 million and a loss before taxation of US$72.2 million for the financial year ended 30 June 2019. PureCircle's operating loss was primarily due to inventory net realisable value write down of US$19.7 million and provision of slow-moving inventory of US$14.8 million, offsetting against other income of US$5.5 million received from a R&D supplier on termination of R&D agreement.

   7.         Background to and reasons for the Recommendation

Background

In September 2019, PureCircle announced a postponement of publication of its results for the year ended 30 June 2019. During the course of the audit of the PureCircle Group's financial statements for the year ended 30 June 2019, PureCircle's auditors made the Board aware that they were unable to reconcile the value of the PureCircle Group's inventory between two internal systems which were used to account for and manage inventory cost allocation. The auditors also identified a number of non-commercial transactions, and certain sales that appeared not to have been recorded in the appropriate accounting period.

The PureCircle Board appointed professional advisers to carry out an investigation, which resulted in a delay of the publication of the results for the year ended 30 June 2019, during which it was identified that historical inventory was overstated and historical costs of sales was understated, which resulted in a restatement of the results for the year ended 30 June 2018, and opening retained earnings based on prior period adjustments identified during the course of the 30 June 2019 audit, which were announced together on 31 March 2020.

Those results presented revenue of US$124.0 million and Adjusted EBITDA of US$(29.6) million for the year ended 30 June 2019, and revenue of $126.6 million and Adjusted EBITDA of $14.7 million for the year ended 30 June 2018 (restated). Net debt as at 30 June 2019 was US$68.6 million, and as at 30 June 2018 was US$98.1 million.

The Closing Price of PureCircle's Shares upon suspension on 28 October 2019 was 131.2 pence. The FTSE All-Share Index has reduced by approximately 22 per cent. over the period between the date of the suspension and the date of this Announcement.

Trading and liquidity position

Since the last financial year end, PureCircle has suffered from severe cash flow constraints which have significantly hindered PureCircle in its day to day operations. During this period, PureCircle approached its lenders, and received support through a waiver and amendment to its facility agreement in February 2020, combined with an additional US$8.6 million revolving credit facility, and a further US$8.6 million unsecured subordinated loan provided by its shareholders. While this has provided much needed short term liquidity to support PureCircle, it is, however, still facing material uncertainties related to its financing arrangements, which mature on 30 November 2020, and current projections indicate that PureCircle will breach its reset covenants going forwards.

PureCircle has been actively exploring alternative financing options to refinance its existing term loan before it matures, but has not identified an option which it believes is deliverable in the near term and likely to be more attractive to PureCircle Shareholders than the Acquisition.

The supply of stevia is vital for the success of PureCircle, and developing better, more productive cultivars has been a key focus for PureCircle, which is beginning to show progress. In FY 2020, about 25 per cent. of leaf grown in China will be of a variety developed by PureCircle that has some per cent. more steviol glycosides than previous stevia varieties. This hardy variety grows well and promises significant unit cost reductions (and gross margin improvements) for PureCircle's products going forwards. In the financial year ending 30 June 2021, PureCircle is planning that nearly all of the leaf grown for PureCircle by its contracted farmers will be of this new, highly productive variety. Balanced against this, however, trading by PureCircle during the current financial year has been impacted by a number of key factors, including the impact of COVID-19 on production and supply, and the challenges associated with the suspension of PureCircle 's shares and investigation in 2019, which have impacted negatively on both revenue generation and gross margin achievement during the financial year to date.

Earlier today, PureCircle announced its unaudited interim results for the six month period ending 31 December 2019. PureCircle generated revenue in the period of approximately US$46.8 million, gross profit of US$10.7 million and loss before taxation of US$13.8 million. Adjusted EBITDA for the period was US$(3.1) million. Net debt was US$82.6 million at 31 December 2019.

In addition, PureCircle provided an update on trading in January and February 2020, noting that performance was sluggish as a result of COVID-19, generating revenue of approximately US$17.0 million. The PureCircle Directors noted that, while they expect the business to generate positive cash flows, however, they believe PureCircle may face difficulty in sustaining profit margins in the short term. The PureCircle Directors also set out that there is also a risk, particularly in relation to COVID-19, that the PureCircle Group may not have sufficient liquidity up until the bank facility is required to be repaid in November 2020.

Ingredion approach

In late 2019, the PureCircle Board received an approach from Ingredion. The PureCircle Board believes that Ingredion represents a natural partner for PureCircle, as a result of Ingredion's commitment to significant investment in sugar reduction, which represents one of Ingredion's five specialties growth platforms, combined with Ingredion's access to innovation and manufacturing expertise in stevia. A combination is expected to drive significant growth synergies and cost savings.

The PureCircle Board has carefully considered, and progressed, a number of alternative options for PureCircle, including the potential for debt refinancing or equity raising, but believe that the Cash Offer represents an attractive opportunity for PureCircle Shareholders to receive the certainty of cash today - against the backdrop of material uncertainty in relation to the ability of PureCircle to refinance its Debt Facilities before they mature - while still providing PureCircle Shareholders with the option of retaining a reduced equity interest in a deleveraged PureCircle through the Share Alternative.

As part of its proposal to the PureCircle Board, Ingredion placed an upper limit on the amount of cash it was willing to invest as part of the Acquisition, combined with a required level of ongoing equity ownership in Bidco, and therefore held discussions with a number of the larger PureCircle Shareholders to ask them to elect for the Share Alternative. In considering their recommendation, the PureCircle Board has therefore noted that a material proportion of PureCircle's Shareholders have provided irrevocable undertakings to vote in favour of the various resolutions required to effect the Acquisition (further details of which are set out in paragraph 9 of this announcement). The PureCircle Shareholders providing irrevocable undertakings to elect for the Share Alternative have done so in the knowledge that this provides all other PureCircle Shareholders with the ability to choose either, at their option, to accept the Cash Offer for their entire holding, or to elect for the Share Alternative on exactly the same terms (including in relation to pro-rating) as those PureCircle Shareholders providing irrevocable undertakings. Given the limit on the Share Alternative, the PureCircle Shareholders providing irrevocables will receive a mix of cash and Bidco Shares under the Acquisition, with the split dependent on the level of elections from other PureCircle Shareholders for the Share Alternative.

The PureCircle Directors also note Bidco's stated intentions concerning PureCircle's management and employees, locations of business and strategic plans (further details of which are set out in paragraph 10 below). In particular, the PureCircle Directors are pleased that Bidco intends to develop PureCircle's business through organic initiatives and by acquisitions. The PureCircle Directors also welcome Bidco's confirmation that, following completion of the Acquisition the existing contractual and statutory employment rights and pension entitlements of all PureCircle's management and employees will be fully safeguarded.

Irrespective of the Acquisition, in the light of the current global economic slowdown caused by COVID-19, the PureCircle Directors have commenced a review of PureCircle's cost base in order to manage PureCircle's cost structure more efficiently. While this process has only just commenced, the PureCircle Directors anticipate that this may result in a reduction in headcount across the PureCircle Group.

   8.         Recommendation

Cash Offer

The PureCircle Directors, who have been so advised by KPMG as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the PureCircle Directors, KPMG has taken into account the commercial assessments of the PureCircle Directors. KPMG is providing independent financial advice to the PureCircle Directors for the purposes of the Cash Offer.

Accordingly, the PureCircle Directors intend to recommend unanimously that PureCircle 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 the PureCircle Directors (and their connected persons) who hold PureCircle Shares have each irrevocably undertaken to do in respect of their own beneficial holdings of 820,021 PureCircle Shares representing, in aggregate, approximately 0.4 per cent. of the share capital of PureCircle in issue on 8 April 2020 (being the last Business Day before the date of the announcement).

Share Alternative

In considering the terms of the Share Alternative, the PureCircle Directors note that, while the Bidco Shares provide the option for a continued equity ownership in PureCircle with a much reduced debt level, the Bidco Shares will be unlisted and will represent a minority investment in a company controlled by Ingredion, following a material dilution of the relative holding of PureCircle Shareholders who elect for the Share Alternative. Subject to, the amount of the Bidco Equity Injection that will occur immediately after the Scheme becomes Effective, the PureCircle Shareholders who validly accept the Share Alternative will hold approximately 25 per cent. of the Bidco Shares in issue, with Ingredion holding the remainder. The Bidco Shares will not be admitted to trading on any stock exchange or other public market and, with the exception of a number of mechanisms set out in the Shareholders' Agreement, will therefore be illiquid. As a result of the lack of trading market for the Bidco Shares, their value will be uncertain and there may be more limited opportunities to sell the Bidco Shares other than the exit provisions agreed in the Shareholders' Agreement. Bidco has put in place a specific dividend policy which allows, subject to certain restrictions, for the distribution of a proportion of free cashflow to Bidco Shareholders. In addition, the Shareholders' Agreement amongst Ingredion and the minority shareholders in Bidco will impose significant restrictions on transfers of the Bidco Shares.

For the reasons set out above, together with the risk factors and other investment considerations set out in paragraph 12 of this announcement, the PureCircle Directors are not making any recommendation to PureCircle Shareholders as to whether or not they should elect for the Share Alternative. The Share Alternative is not being made available to Restricted Overseas Shareholders, including PureCircle Shareholders located or resident in the United States or who are otherwise US Persons, who shall receive cash pursuant to the Scheme. The PureCircle Directors recommend that PureCircle Shareholders do not elect for the Share Alternative unless they are fully cognisant of, and are prepared to accept, the risks and other investment considerations attaching to ownership of unlisted securities and have taken independent professional advice appropriate to their own financial circumstances and investment objectives. Any decision to elect for the Share Alternative should be based on independent financial, tax and legal advice and full consideration of this announcement and the Scheme Document (when published).

   9.         Irrevocable undertakings

Bidco has received irrevocable undertakings in respect of a total of 125,544,583 PureCircle Shares representing, in aggregate, approximately 68.1 per cent. of PureCircle's share capital in issue on 8 April 2020 (being the latest practicable date prior to this announcement).

PureCircle Directors

Olivier Maes and Guy Wollaert, have each irrevocably undertaken to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and to elect for, at their option, either the Cash Offer or the Share Alternative, in each case in respect of all of their respective holdings of PureCircle Shares, being 540,021 PureCircle Shares representing, in aggregate, approximately 0.3 per cent. of PureCircle's issued share capital on 8 April 2020 (being the last Business Day before the date of this announcement).

In addition, Peter Lai, has irrevocably undertaken to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and to elect to receive the Share Alternative (and not elect to receive the Cash Offer), in respect of his respective holding of PureCircle Shares, being 280,000 PureCircle Shares representing, in aggregate, approximately 0.2 per cent. of PureCircle's issued share capital on 8 April 2020 (being the last Business Day before the date of this announcement).

The irrevocable undertakings given by the relevant PureCircle Directors (and their connected persons) prevent those PureCircle Directors (and their connected persons) from selling all or any part of their PureCircle Shares prior to any lapse or withdrawal of the Acquisition and remain binding even in the event of a higher competing offer.

PureCircle Shareholders

The irrevocable undertakings given by the relevant PureCircle Shareholders (and their connected persons) prevent those PureCircle Shareholders (and their connected persons) from selling all or any part of their PureCircle Shares prior to any lapse or withdrawal of the Acquisition and remain binding even in the event of a higher competing offer.

Asian Investment Management Services Limited, Magomet Malsagov, OLAM International Limited, Halfmoon Bay Capital, Wang Tak Company Ltd., Tan Boon Seng and the Alwaha Fund Limited (an investment vehicle of Wan Azmi Wan Hamzah, Tan Sri) have each irrevocably undertaken to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and to elect to receive the Share Alternative (and not elect to receive the Cash Offer), in each case, in respect of all of their respective holdings of PureCircle Shares, being 124,724,562 PureCircle Shares representing, in aggregate, approximately 67.6 per cent. of PureCircle's issued share capital on 8 April 2020 (being the last Business Day before the date of this announcement).

In the event that the elections for the Share Alternative would require more than 111,874,671 Bidco Shares to be issued then such elections would be scaled back pro rata to the size of such elections ( subject to any rounding adjustments as Ingredion, in its absolute discretion, considers practicable).

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

   10.       Strategy, directors, management, employees and locations

Bidco's strategic plans for the PureCircle Group

As summarised at paragraph 5 above, the Ingredion Directors and the PureCircle Directors believe that the combination of PureCircle and Ingredion will bring each other a number of benefits, which will position the Combined Group to further drive growth and value.

Prior to this announcement, Ingredion reviewed certain PureCircle information for the purposes of conducting a confirmatory due diligence exercise. Ingredion however, has not yet had access to sufficiently detailed information from this review to formulate detailed plans or intentions regarding the impact of the Acquisition on PureCircle and its business. Following completion of the Acquisition, Ingredion intends to work with PureCircle's management team to undertake a detailed strategic evaluation of PureCircle and its business. Ingredion has not yet begun to carry out this detailed evaluation (which is expected to take up to six months) or made any decisions in relation to specific actions that may be taken as a result.

Employees, management and employment rights

Ingredion attaches great importance to the skills, expertise and experience of the existing management and employees of PureCircle and Ingredion, and believes that they will be a key factor in maximising the opportunities and benefits the Acquisition will create for the Combined Group.

Ingredion recognises the important contribution that the management team and employees of PureCircle have made to the success of PureCircle. Ingredion places a high value on people and believes that identifying and retaining key staff within PureCircle is of paramount importance. As is consistent with its philosophy, Ingredion looks forward to determining with PureCircle management how best to continue the effective management and operations of PureCircle.

Ingredion recognises, however, that in order to achieve the expected benefits of the Acquisition, some operational and administrative restructuring may be required across both Ingredion and PureCircle following completion of the Acquisition. Preliminary integration work carried out to date has confirmed that there is a potential overlap between the two businesses and the potential to generate cost savings for the Combined Group through corporate, operational and administrative efficiencies.

Accordingly, Ingredion anticipates a potential reduction in the headcount across the Combined Group of approximately one per cent. This headcount reduction will predominantly come from support functions and will be mainly driven by the removal of duplication across the operations of the Combined Group.

Ingredion plans to fully observe, following completion of the Acquisition, contractual and statutory employment rights, including in relation to pensions, of all PureCircle employees. Ingredion does not intend to make any material changes to the conditions of employment of the employees (or balance of skills and functions) of PureCircle or its subsidiaries, other than to ensure that the conditions of employment are competitive and efficiently deliver value for the Combined Group.

On completion of the Acquisition, it is intended that the directors of PureCircle will resign from their positions as statutory directors of PureCircle.

Pension schemes

Bidco intends that PureCircle's existing defined contribution pension arrangements would remain in place following the Acquisition. The arrangements could be changed in the future if considered appropriate and subject to overriding legal requirements, however there is no current intention to do so. The contributions to PureCircle's existing defined contribution pension arrangements and the admission of new members to the arrangements would continue on the current basis following the Acquisition. Again, these could be changed in the future (subject to overriding legal requirements), but there is no current intention to do so.

No member of the PureCircle Group participates in a defined benefit pension scheme.

Following completion of the Acquisition, the existing employment rights, including pension rights, of the management and employees of the PureCircle Group will be fully safeguarded.

Participants with PureCircle Share Rights

PureCircle operates two long-term incentive plans, the 2008 LTIP (which has since expired) and the 2017 LTIP under which certain awards may be granted to PureCircle Group employees (including the executive directors). Under the terms of the PureCircle Share Plans, all outstanding awards are conditional share awards that will, to the extent not already vested, vest at the date of the Court Order and PureCircle Shares shall be issued before the Scheme Record Time. PureCircle Shares issued pursuant to the awards that shall vest on the date of the Court Order shall be subject to the Scheme. The maximum number of PureCircle Shares capable of being issued under the PureCircle Share Plans following approval of the Scheme at the Court Meeting is 824,794 (as at 1 April 2020).

PureCircle also operates a Loyalty Plan under which awards have been granted to certain PureCircle Group employees. Currently, awards under the Loyalty Plan may only be settled in cash, unless the remuneration committee of PureCircle determines in its absolute discretion that the awards (or a part thereof) shall be settled in PureCircle Shares, in accordance with the terms of the Loyalty Plan award agreement provided to participants. Awards will vest in full in connection with the Scheme. The maximum number of PureCircle Shares capable of being issued under the Loyalty Plan is 575,000.

In addition, the remuneration committee of PureCircle may also exercise its discretion to settle 50 per cent. of PureCircle's Chief Executive Officer's annual salary of US$600,000 in PureCircle Shares at a price of GBP1.35 per share for the first quarterly share allotment and thereafter based on the VWAP five trading days before the allotment date, in accordance with the terms of the contract of employment (as amended). The number of PureCircle Shares to be issued will be calculated by reference to the relevant price per share as converted into US Dollars using the Bank of England spot rate for conversion of Sterling into US Dollars on the day that is five trading days before the allotment date. In the event of a change of control, any salary being paid in shares for the remainder of the year from the date of commencement of employment is fully accelerated. In the event of a termination, the CEO receives his salary for his 3 month notice period.

Participants with PureCircle Share Rights will be contacted regarding the effect of the Scheme on their rights and provided with further details concerning the proposals which Bidco will make to the participants. Bidco intends to make certain proposals to participants with PureCircle Share Rights whereby participants will be invited to participate in the Scheme to the extent that their awards have vested and the relevant PureCircle Shares have been entered on PureCircle's share register prior to the Scheme Record Time. Such holders of PureCircle Share Rights will be able to make any of the choices which are available to shareholders generally. In certain jurisdictions, Bidco may offer a cash sum in cancellation of PureCircle Share Rights equal to the value of the Cash Offer. Details of the proposals will be set out in a separate letter to be sent to participants with the PureCircle Share Rights.

To the extent that any PureCircle Shares are issued after the Scheme Record Time, the resulting PureCircle Shares will be automatically transferred to Bidco on the same terms (and for the same cash price per PureCircle Share) as the Acquisition (other than the terms as to timing and formalities).

Future incentives

Proposals regarding incentivisation arrangements for management and employees of PureCircle will be considered as part of the integration review, following completion of the Acquisition.

Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangement with any member of PureCircle management or with any PureCircle employee, and no such discussions are intended to take place prior to completion of the Acquisition.

Participants with PureCircle Share Rights will be contacted separately regarding the terms of the proposals Bidco will make to them and the effect of the Scheme on their PureCircle Share Rights.

Headquarters and locations

On completion of the Acquisition, Ingredion's headquarters will continue to be in the Chicago, Illinois metropolitan area in the USA and the future of PureCircle's headquarters will be considered as part of the integration review.

Ingredion intends to leverage the Combined Group's global presence to consolidate offices where feasible in order to reduce property expenses, and to enable colleagues to work more closely together. Proposals regarding plans for locations will be considered as part of the integration review, following completion of the Acquisition.

Other than as described above, Ingredion has no intention of redeploying PureCircle's existing material fixed assets or of effecting a material change to the strategic plans, operations or locations of the business.

Other items

Ingredion recognizes; however, that to achieve the intended benefits of the Acquisition, the research, development and innovation activities of PureCircle and Ingredion will need to be balanced to support the sales potential of the sugar reduction platform.

Ingredion's intention following completion of the Acquisition is to seek to delist the PureCircle Shares, as further described at paragraph 16 below.

Ingredion expects to generate savings from economies of scale and operational efficiencies including from IT optimisation, back office consolidation and other operational and infrastructure improvements due to economies of scale across the two companies.

No statements in this paragraph 10 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

   11.       The Share Alternative

Under the Share Alternative, PureCircle Shareholders may elect, in respect of all but not some of their PureCircle Shares, to receive the following in lieu of the Cash Offer to which they are otherwise entitled:

 
 for each PureCircle Share:   1 Bidco Share

The Bidco Shares will be independently valued and an estimate of the value of the Bidco Shares will be included in the Scheme Document. Further information about the Bidco Shares is set out in Appendix IV to this announcement and will also be included in the Scheme Document.

PureCircle Shareholders who elect for the Share Alternative and receive Bidco Shares thereunder will, upon completion of the Acquisition, be shareholders in Bidco (alongside Ingredion). Further details in relation to Bidco are set out in paragraph 4 and Appendix IV of this announcement.

The Share Alternative is limited to a maximum of 111,874,671 Bidco Shares, which will be available, accounting for approximately 25 per cent. of the Bidco Shares. To the extent that the elections for the Share Alternative cannot be satisfied in full, they will be scaled back pro rata to the size of such elections ( subject to any rounding adjustments as Ingredion, in its absolute discretion, considers practicable) and the balance of the consideration due to PureCircle Shareholders who have made such elections will be satisfied in cash in accordance with the terms of the Acquisition.

The Share Alternative is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction, which includes the US. The issue of Bidco Shares to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Share Alternative is not being made available to Restricted Overseas Shareholders, including PureCircle shareholders located or resident in the United States or who are otherwise US Persons, who shall receive cash pursuant to the Scheme.

The issue of any Bidco Shares pursuant to the Share Alternative will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. Further details of the Share Alternative and the rights of the Bidco Shares are set out in paragraph 12 and in Appendix IV.

   12.       The Share Alternative, the Bidco Group and the Bidco Shares

PureCircle Shareholders who do not validly elect for the Share Alternative or who are not eligible to elect for the Share Alternative will automatically receive the full amount of the Cash Offer for their entire holding of PureCircle Shares.

Pursuant to the Equity Subscription Agreement, upon the Scheme becoming Effective, Bidco will issue Ingredion the number of ordinary A shares of Bidco equal to the total number of PureCircle Shares acquired by Bidco pursuant to the Cash Offer minus 100 ordinary A shares in Bidco, for an aggregate value equal to the cash required to enable Bidco to satisfy its obligations to pay consideration under the Cash Offer. Under the Scheme, PureCircle Shareholders who validly accept the Share Alternative will be issued up to 111,874,671 ordinary B shares in Bidco which will represent approximately 60 per cent. of the total number of Bidco Shares as at the time that the Scheme becomes Effective.

Immediately following completion of the Acquisition, the Bidco Shares received by PureCircle Shareholders electing for the Share Alternative will represent a minority investment in Bidco, which will be controlled by Ingredion because immediately after the Scheme or Takeover Offer (as applicable) becomes Effective, Bidco will issue an additional 261,643,939 ordinary A shares to Ingredion for a total subscription price of US$130 million in connection with the Bidco Equity Injection thereby diluting the shareholding of PureCircle Shareholders who validly accept the Share Alternative. The Bidco Equity Injection will allow Bidco to, in turn, fund the PureCircle Equity Injection. The proceeds of the PureCircle Equity Injection will be used by PureCircle to repay all of the Outstanding PureCircle Debt. The Bidco Equity Injection amount shall be US$0.4969 per Bidco Share, representing GBP0.4012 at an exchange rate of 1.2384 USD:GBP on 8 April 2020 (being the last Business Day before the date of this announcement), such that following the Bidco Equity Injection, Ingredion shall hold approximately 75 per cent. of the total number of Bidco Shares in issue, with PureCircle Shareholders who validly accept the Share Alternative holding the remainder. The effect of the Bidco Equity Injection will be that each PureCircle Shareholder who elects for the Share Alternative will suffer an immediate dilution of approximately 59 per cent. and the overall percentage of Bidco Shares which the PureCircle Shareholders hold in Bidco will decrease from approximately 60 per cent. to approximately 25 per cent.

The ordinary B shares in Bidco issued to eligible PureCircle Shareholders who elect for the Share Alternative will be credited as fully paid and rank equally economically with the ordinary A shares of Bidco issued to Ingredion upon incorporation (and to be issued to Ingredion following the Bidco Equity Injection) as regarding any distributions, dividends, buy-back, any other capital redemption or other returns of income or capital made by Bidco. Further details regarding the rights attaching to the Bidco Shares are set out in Appendix IV.

As described below, PureCircle Shareholders should note that additional shares, loan notes or other securities may be issued by Bidco from time to time following the Effective Date. If PureCircle Shareholders are not able or do not choose to participate in any such issue, so that their percentage interests in Bidco may be diluted over time, potentially significantly.

Risk factors and other investment considerations

Eligible PureCircle Shareholders who elect the Share Alternative will, pursuant to a power of attorney to be included in the form of election or the Scheme, deliver a fully executed deed of adherence pursuant to which they will be bound by the Shareholders' Agreement. A summary of the key rights of the Bidco Shares and principal terms of the Shareholders' Agreement is set out in paragraph 14 and Appendix IV.

The attention of the eligible PureCircle Shareholders who may be considering electing the Share Alternative is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include, among others, the following:

-- The Bidco Shares are unquoted and there is no current expectation that they will be listed or admitted to trading on any exchange or market for the trading of securities.

-- As a result of the lack of a trading market for the Bidco Shares, their value will be uncertain and shareholders will have no assurance as to whether, when or at what price they will be able to sell their shares other than the exit provisions set out in the Shareholders' Agreement. In addition, the Shareholders' Agreement amongst Ingredion and the minority shareholders in Bidco will impose significant restrictions on transfers of the Bidco Shares.

   --     Dividend payments in respect of the Bidco Shares will not be guaranteed or secured. 
   --     Upon the Scheme becoming Effective, the Bidco Group will be controlled by Ingredion.

-- Accordingly, the Bidco Shares will represent a minority interest in Bidco and PureCircle Shareholders electing for the Share Alternative will have limited influence over decisions made by Bidco in relation to its investment in PureCircle.

-- The holders of the Bidco Shares will not be afforded the same level of protections and disclosure of information that they currently benefit from as PureCircle Shareholders, as Bidco will not be subject to the disclosure, corporate governance and shareholder protection requirements of any recognised exchange.

-- Further issues of securities by the Bidco Group may occur in the event that Ingredion intends to seek to expand the business or secure future funding. To the extent that holders of Bidco Shares are unable or do not choose to participate in future issues of securities by Bidco, they may suffer dilution, not only in their percentage ownership of Bidco, but also in the value of their Bidco Shares, since such further issues may reduce any net return derived by the Bidco Shares when compared to any such net return that might otherwise have been derived had the Bidco Group not issued those securities. This dilution and reduction may be significant.

The rights of the Bidco Shares will be governed by the Articles and the Shareholders' Agreement, a summary of which will be included in the Scheme Document, including:

-- that any Bidco Shareholder may freely transfer their Bidco Shares to a member of their group or certain permitted family members, but may otherwise only transfer their Bidco Shares subject to a right of pre-emption in favour of Ingredion and, in respect of any remaining shares thereafter, to the other Bidco Shareholders and a requirement that any third party purchaser sign a deed of adherence to the Shareholders' Agreement;

-- tag-along rights for the Minority Investors, and drag-along rights for Ingredion, in circumstances where Ingredion is selling its entire holding of Bidco Shares; and

-- a put option in favour of the Minority Investors, in respect of, in aggregate, 6.25 per cent. of the issued Bidco Shares (as at the Effective Date) for three consecutive years commencing 2022, and an ability to put any remaining ordinary B shares during the year commencing 2025. In addition, there is a call option in favour of Ingredion, which can be exercised from the fifth anniversary of the Effective Date. Further, Ingredion has the right, for four consecutive years commencing 2022, to offer to buy, in aggregate, 6.25 per cent. of the issued Bidco Shares (as at the Effective Date). Ingredion is not obliged, however, in each of the three consecutive years commencing 2022, to acquire more than 6.25 per cent. of the issued Bidco Shares (as at the Effective Date) across both the put option and the offer to buy. Accordingly, unless Ingredion agrees to do so, the maximum number of ordinary B shares it will be obliged to acquire in aggregate under the put option and under the offer to buy in each of the three consecutive years commencing 2022 will be equal to 6.25 per cent. of the issued Bidco Shares (as at the Effective Date).

Further details on the Bidco Group and the principal rights of the Bidco Shares are summarised in Appendix IV and will be summarised in the Scheme Document.

   13.       Financing

Bidco will fund the consideration payable pursuant to the Cash Offer through an equity subscription by Ingredion pursuant to the Equity Subscription Agreement. Ingredion will fund its obligations under the Equity Subscription Agreement from other borrowings, own resources or, if required, a drawdown on the Bridge Facility. Further information on the financing of the Acquisition will be set out in the Scheme Document. Citi, in its capacity as financial adviser to Bidco and Ingredion, is satisfied that sufficient resources are available to Bidco to enable it to satisfy full acceptance of the Cash Offer. This statement made by Citi is given solely with regard to UK market practice followed when providing a cash confirmation pursuant to Rule 2.7(d) and 24.8 of the Takeover Code for transactions governed by the Takeover Code and without regard to any other laws, rules or regulations of any jurisdiction.

   14.       Offer-related arrangements

Confidentiality Agreement

Ingredion and PureCircle entered into a confidentiality and standstill agreement dated 11 January 2020 (the "Confidentiality Agreement") pursuant to which the parties acknowledge that each party will request certain confidential information from the other throughout the course of the transaction, but each party is under no obligation to provide confidential information to the other. In addition, each party has undertaken, subject to certain limited exceptions, to treat any information shared by the other as strictly private and confidential, and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation.

Ingredion agreed to certain standstill undertakings, all of which ceased to apply upon the release of this announcement.

The Confidentiality Agreement also includes customary non-solicitation obligations for both parties, which will last until 90 days after the termination of discussions.

The Confidentiality Agreement remains in force, notwithstanding the termination of discussions between the parties, for a period of two years (or three years in the case of certain, limited, clauses).

Clean Team Agreement

Ingredion and PureCircle entered into a clean team agreement dated 18 February 2020 (the "Clean Team Agreement"), pursuant to which PureCircle agreed to provide certain commercially sensitive information ("Clean Team Only Information") to Ingredion, subject to Ingredion complying with certain measures to ensure the protection of such information. Ingredion has undertaken to, inter alia: (i) ensure that Clean Team Only Information is only accessed by certain individuals; and (ii) only use the Clean Team Only Information for the permitted purpose. Both parties undertook to appoint legal contacts to assist with managing the flow of Clean Team Only Information.

The Clean Team Agreement remains in force until the earlier of: (i) two years from the date of execution; and (ii) one year from the date on which the transaction either lapses or is successfully completed.

Implementation Agreement

Bidco and PureCircle have entered into an Implementation Agreement dated 9 April 2020 ("the "Implementation Agreement") pursuant to which they have agreed to certain undertakings in relation to the satisfaction of the regulatory and anti-trust approvals ("Regulatory Approvals" and "Clearances") to which the Acquisition is subject.

Bidco and PureCircle have agreed to provide each other with necessary information and assistance in relation to the filings, submissions and notifications to be made in relation to the Regulatory Approvals and Clearances.

The Implementation Agreement records Bidco and PureCircle's intention to implement the Acquisition by way of the Scheme, subject to Bidco having the right to implement the Acquisition by way of a Takeover Offer.

The Implementation Agreement also records Bidco and PureCircle's agreement that the Takeover Code does not apply (as a matter of law) and that the Panel does not have jurisdiction over the Acquisition. Nonetheless, the parties have agreed that:

(a) this announcement shall constitute a firm intention to make an offer for PureCircle as if Rule 2.7 of the Takeover Code applied;

(b) the Scheme Document or Offer Document shall include a valuation for the shares offered as part of the Share Alternative as if Rule 24.11 of the Takeover Code applied;

(c) the Scheme Document or Offer Document (as applicable) shall include a cash confirmation as if Rules 2.7(d) and 24.8 of the Takeover Code applied;

(d) they expect that no profit forecast (to be determined as if Rule 28 of the Takeover Code applied) will be given by PureCircle or Bidco;

(e) appropriate proposals shall be made to participants with PureCircle Share Rights as if Rule 15 of the Takeover Code applied;

(f) PureCircle shall not be permitted to do any matter that would be akin to a frustrating action as if Rule 21.1 of the Takeover Code applied, subject to certain exceptions;

(g) the Scheme Document or Offer Document (as applicable) shall include a statement as to Bidco's post-Acquisition intentions as if Rule 24.2 of the Takeover Code applied; and

(h) Rule 13 of the Takeover Code shall apply to the Scheme such that Bidco will only be able to rely on a Condition (other than the Scheme Approval Condition and the Regulatory Approvals) so as to cause the Acquisition to lapse if the circumstances giving rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition, save that it is agreed that each of the Conditions in paragraphs 3(k) - (m) (inclusive) of Part A of Appendix I of this announcement are or material significance to Bidco, such that Bidco is entitled to terminate the Acquisition (including following satisfaction of the Scheme Approval Condition) if any such Condition of Material Significance is not satisfied or waived by Bidco by the Long Stop Date, or any such Condition of Material Significance is no longer true and correct, on the Effective Date.

To address the absence of jurisdiction of the Panel, the parties have established a "Code Committee" which is responsible for determining the application of the Takeover Code as it applies to the Acquisition, with referral to a suitably qualified "Code Expert" if they are unable to resolve any question regarding to the application of those provisions of the Takeover Code to the Acquisition.

The Implementation Agreement will terminate in certain circumstances, including: if the Announcement is not released on or before 4.30 pm on 9 April 2020 (unless prior to that time the parties have agreed another time and date); if the PureCircle Board withdraws its support for the Acquisition; if the Scheme or Takeover Offer (as the case may be) is withdrawn or lapses; if the Scheme has not become Effective by the Long Stop Date; where one party notifies the other that any Condition has become incapable of satisfaction or is invoked so as to cause the Acquisition not to proceed, or, upon agreement in writing between the parties at any time prior to the Effective Date.

Shareholders' Agreement

Prior to the Effective Date, Bidco, Ingredion and certain PureCircle Shareholders (the "Minority Investors"), will enter into a Shareholders' Agreement (the "Shareholders' Agreement") and Bidco will adopt new articles of association (the "Bidco Articles"). Those PureCircle Shareholders who elect for the Share Alternative will be required to also agree to be bound by the Shareholders' Agreement and will, by virtue of their executed acceptance form, grant Bidco a power of attorney to execute the deed of adherence to the Shareholders' Agreement on his, her or its behalf if and, if relevant, to appoint an agent for service. The key features and terms of the proposed Shareholders' Agreement are set out in Appendix IV to this announcement.

   15.       Structure of and Conditions to the Acquisition

The transaction is proposed to be implemented by means of the Acquisition of PureCircle by Bidco (a newly incorporated company registered in England and Wales formed for the purposes of the Acquisition). Bidco will make a voluntary Cash Offer for the entire issued share capital of PureCircle so that Bidco will be the new holding company of the PureCircle Group. Alternatively, eligible PureCircle Shareholders may elect for the Share Alternative in lieu of the Cash Offer up to a maximum of 111,874,671 Bidco Shares so that, following the Bidco Equity Injection and subject to the amount of the Bidco Equity Injection that will occur immediately after the Scheme becomes Effective, the PureCircle Shareholders who validly accept the Share Alternative will hold up to a maximum of 25 per cent. of the Bidco Shares in issue, with Ingredion holding the remainder.

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between PureCircle and the PureCircle Shareholders under section 99 of the Bermuda Companies Act, although Bidco reserves the right to implement the Acquisition by means of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued share capital of PureCircle by cancelling the existing PureCircle Shares in exchange for either cash pursuant to the Cash Offer or the issue of Bidco Shares pursuant to the Share Alternative. This is to be achieved by the transfer of the PureCircle Shares to Bidco, in consideration for which the PureCircle Shareholders shall receive consideration on the basis set out in this announcement.

The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and shall only become Effective if, among other things, the following events occur on or before the Long Stop Date:

(a) passing of resolutions at the General Meeting (including approval of the PureCircle Equity Injection and amendments to the PureCircle Bye-laws to ensure that any PureCircle Shares issued after the Scheme Record Time will automatically be acquired by Bidco (or as it may direct) in exchange for the same cash price per PureCircle Share as is due in respect of PureCircle Shares acquired by Bidco under the Scheme);

(b) a majority in number representing three-fourths (in value) in each class of members present and voting either in person or by proxy at a meeting sanctioned by the Court votes in favour of the Scheme;

(d) the resolutions required to approve and implement the Scheme being duly passed by Voting Scheme Shareholders representing at least 75 per. cent of votes cast at the General Meeting;

(e) the necessary compliance with the procedural requirements, if any, of the Bermuda Companies Act in relation to any reduction of the issued share capital of PureCircle associated with the cancellation of the Scheme Shares; and

(f) a copy of the Order from the Court sanctioning the Scheme being delivered to the Registrar of Companies.

The Scheme shall lapse if:

-- the Court Meeting and the General Meeting are not held on or before the 22(nd) day after the expected date of such Court Meeting and General Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by Bidco and PureCircle and, if required, the Court may allow);

-- the Court Hearing is not held on or before the 22(nd) day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed by Bidco and PureCircle and, if required, the Court may allow); or

   --          the Scheme does not become Effective by the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to become Effective may be extended by agreement between PureCircle and Bidco.

PureCircle Shareholders should take note of the Conditions of Material Significance. The effect of each Condition of Material Significance is that, Bidco may be entitled to withdraw the Acquisition if:

-- except as Disclosed (which excludes PureCircle's 1H FY 20 Interim Results), Bidco becomes aware that the PureCircle Group, was not, on the date of this announcement, or, if it thereafter ceases to be, the owner, free of Encumbrances (save for those Encumbrances created in the ordinary course of business or pursuant to third party financing documents that were Disclosed prior to the Announcement) of its material Supply Assets in China and/or in Malaysia and/or of its material registered patent assets;

-- a UK regulatory authority has imposed, announced or confirmed in writing that it will impose, a fine, or other financial penalty, on any member(s) of the PureCircle Group in an amount of more than an amount which PureCircle and Bidco have agreed is material (individually and/or in aggregate), in connection with the matters relating to the classification and valuation of inventory and/or PureCircle's accounting records, as referred to in the PureCircle Update Announcements (and in determining such amount for these purposes, then any penalties imposed on individuals in connection with such matters shall not be included); or

-- during the six month period which commenced on 1 January 2020, the PureCircle Group (in its internal monthly accounting records produced in a manner consistent with the PureCircle accounts for the financial year ended 30 June 2019) shall have recorded revenue of less than US$40 million, but excluding any decline in revenue to the extent arising out of, resulting from, or attributable to: (i) any adverse changes in exchange rates; (ii) any adverse changes in applicable laws, regulations or accounting standards or practices affecting the PureCircle Group; and (iii) any import or export prohibition or restriction imposed by any governmental or regulatory authority, except where such prohibition or restriction is specific to PureCircle and has been imposed as a result of PureCircle's breach of applicable law.

Each of the Conditions of Material Significance is deemed material by Bidco in making the Acquisition at the price of the Cash Offer and ratio of the Share Alternative.

Upon the Scheme becoming Effective, it shall be binding on all PureCircle Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to PureCircle Shareholders and, for information purposes only, to the participants with PureCircle Share Rights within 28 days of this announcement (save as agreed between Ingredion and PureCircle).

The global COVID-19 pandemic is restricting the ability of Governmental Entities around the world to conduct their normal operations. The Bidco Directors expect that Governmental Entities will not be operating according to their normal schedules during the upcoming period and it may therefore take longer for the Conditions to be satisfied and the Court Meeting or General Meeting to be held. Accordingly, any dates in respect of the expected timetable for the Acquisition set out in this announcement are indicative, subject to change (by agreement between Bidco and PureCircle and, the Court, where required) and provided by way of guidance only. Bidco shall keep the PureCircle Shareholders notified of any updates or changes to the expected timetable as additional guidance is released. Further details regarding the expected timetable will be contained in the Scheme Document.

Upon completion of the Acquisition, the Bidco Shares received by PureCircle Shareholders electing for the Share Alternative will represent a minority investment in Bidco, which will be controlled by Ingredion. Immediately after the Scheme becomes Effective, through the Bidco Equity Injection, Ingredion will subscribe for further ordinary A shares in the capital of Bidco, which will in turn, subscribe for additional ordinary shares in PureCircle. This will have the effect, immediately after the Scheme becoming Effective, of the PureCircle Shareholders who accept the Share Alternative, being diluted to a total interest in Bidco of approximately 25 per cent. of Bidco's entire issued share capital.

   16.       De-listing and re-registration

Assuming that the suspension of PureCircle Shares shall be lifted prior to the Scheme becoming Effective, PureCircle shall make an application to the London Stock Exchange for the cancellation of trading of PureCircle Shares on the Main Market to take effect following the Effective Date. In which case, the last day of dealings in PureCircle Shares on the Main Market is expected to be the Business Day immediately prior to the Effective Date and no transfers of PureCircle Shares shall be registered after 6.00 pm (London time) on that date.

On the Effective Date, share certificates in respect of PureCircle Shares shall cease to be valid and entitlements to PureCircle Shares held within the CREST system shall be cancelled.

   17.       Dividends

Subject to the Scheme becoming Effective, PureCircle does not intend to pay any final or other dividend in respect of the financial year ended 30 June 2019 or the financial year ending 30 June 2020. The Cash Offer and Share Alternative (as applicable) each assume that PureCircle Shareholders will not receive a final dividend in respect of PureCircle's financial year ended 30 June 2019 or the financial year ending 30 June 2020. If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution or other return of value is declared, made or paid by PureCircle, the Cash Offer (and, as the case may be, the consideration due under the Share Alternative) shall be reduced accordingly (in the case of the Share Alternative, as the case may be, initially from the cash part thereof). In such circumstances, PureCircle Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.

   18.       Disclosure of Interests

Save in respect of the irrevocable undertakings referred to in paragraph 9 above, as at the close of business on 8 April 2020 (being the latest practicable date prior to the date of this announcement) neither Bidco, nor any of its directors nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has either: (i) any interest in shares or in any relevant securities of PureCircle; (ii) any short positions in respect of relevant PureCircle Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to PureCircle Shares or in relation to any securities convertible or exchangeable into PureCircle Shares; or (iv) borrowed or lent any relevant PureCircle Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold. "Interests in securities" for these purposes 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 shall 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.

   19.       General

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer for the PureCircle Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases of and sources for certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given in relation to the Acquisition and details of the Bidco Group and the Bidco Shares are contained in Appendix III and Appendix IV to this announcement respectively. Certain terms used in this announcement are defined in Appendix V to this announcement.

It is expected that the Scheme Document itself and the forms of proxy and form of election accompanying the Scheme Document shall each be published within 28 days of this announcement (save as agreed between Ingredion and PureCircle). The Scheme Document, forms of proxy and form of election shall be made available to all PureCircle Shareholders (and, for information purposes only, to participants with PureCircle Share Rights) at no charge to them.

Citi (as Bidco and Ingredion's financial adviser) and KPMG (as PureCircle's financial adviser) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

   20.       Documents available on website

Copies of the following documents 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 on www.ingredioncompany.co.uk until the Effective Date:

-- the irrevocable undertakings referred to in paragraph 9 above and summarised in Appendix III to this announcement;

   --           the Bridge Facility; 
   --           the Fee Letter; 
   --           the Equity Subscription Agreement; 
   --           the Confidentiality Agreement; 
   --           the Implementation Agreement; 
   --           the Clean Team Agreement; 
   --           the Shareholders' Agreement; 
   --           the Initial Bidco Articles; 
   --           the written consents of Citi and KPMG referred to in paragraph 19; and 
   --           this announcement.

Enquiries:

 
 PureCircle                                                           +60 (0)32 166 2206 
 Peter Lai, CEO 
  Jimmy Lim, CFO 
 
 Bidco                                                                +1 708 551 2574 
 James Gray 
 
 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 (0) 20 7311 1000 
 Helen Roxburgh 
  Richard Lee 
 Newgate Communications Ltd (PR Adviser to PureCircle):    +44(0)20 3757 6880 
 Elisabeth Cowell 
 Giles Croot

Hogan Lovells International LLP and Hogan Lovells US LLP are providing legal advice to Ingredion and Bidco. Baker & McKenzie LLP is providing legal advice to PureCircle.

Important Notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the UK 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.

The Acquisition is proposed to 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 and form of election (or forms of acceptance), shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

PureCircle 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.

Overseas Shareholders

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.

The availability of the Acquisition to PureCircle Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom must should inform themselves of, and observe, any applicable requirements.

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 SFO. No action has been taken in Hong Kong to authorise or register this announcement or to permit the distribution or the issue of this announcement or any documents issued in connection with it.

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 Holders

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in Bermuda to schemes of arrangement which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. Financial information relating to PureCircle included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with accounting principles generally accepted in the United States.

The Bidco Shares to be issued pursuant to the Scheme under the Share Alternative may not be offered or sold in the United States absent registration or an exemption from registration. No US offer of such Bidco Shares will be made in the United States. The Bidco Shares have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange in the United States, and may not be offered, sold or delivered, directly or indirectly, in, into or from the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Bidco Shares or determined that this document is accurate or complete. Any representation to the contrary is a criminal offence.

PureCircle Shareholders located or resident in the United States or who are otherwise US Persons will not be permitted to elect receipt of the Bidco Shares pursuant to the Share Alternative, and any purported election to receive Bidco Shares pursuant to the Share Alternative by PureCircle Shareholders from the United States, or which, at the sole discretion of Bidco, appear to be made in respect of PureCircle shares beneficially held by persons located or resident in the United States or who otherwise appear to be US Persons will not be accepted. Accordingly, PureCircle shareholders located or resident in the United States or who are otherwise US Persons will receive cash pursuant to the Scheme, and no Bidco Shares will be issued to any such PureCircle shareholder.

By electing receipt of Bidco Shares pursuant to the Share Alternative, PureCircle Shareholders will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their PureCircle Shares, that they: (i) are not located or resident in the United States or otherwise a US Person; and (ii) are not electing receipt of Bidco Shares pursuant to the Share Alternative with a view to, or for offer or sale of Bidco Shares in connection with, any distribution thereof (within the meaning of the Securities Act) in the United States or to US Persons.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of PureCircle outside of the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www. londonstockexchange.com.

Forward Looking Statements

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.

Responsibility

Dealing Disclosure Requirements

In light of the foregoing, as provided in Rule 8.3(a) of the Takeover Code, any person who is "interested" in 1 per cent or more of any class of "relevant securities" of PureCircle 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 and, if later, following the announcement in which any securities exchange offeror is first identified. 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 each of: (i) PureCircle; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) would have applied had the Takeover Code been applicable and should have been made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of PureCircle or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of PureCircle or of any securities exchange offeror must make a Dealing Disclosure if the person "deals" in any "relevant securities" of PureCircle or of any securities exchange offeror. In a situation where the Takeover Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn, or on which the "offer period" otherwise ends. Under Rule 8 of the Takeover Code, a Dealing Disclosure would 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 each of: (i) PureCircle ; and (ii) any securities exchange offeror, 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 pm (London time) on the Business Day following the date of the relevant "dealing".

Opening Position Disclosures must also be made by PureCircle and by any offeror and Dealing Disclosures must also be made by PureCircle , by any offeror and by any persons acting in concert with any of them by no later than 12:00 p.m. ion the Business Day following the date of the relevant transaction (see Rules 8.1, 8.2 and 8.4).

Terms in quotation marks are defined in the Takeover Code, which can be found on the website of the Panel.

PureCircle's website contains the form of Dealing Disclosure requested. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

Electronic Communications

Publication on Website

Rounding

Time

All times shown in this announcement are London, UK times, unless otherwise stated.

General

If the Acquisition is effected by way of a Takeover Offer instead of by way of a Scheme, such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of sections 102 and/or 103 of the Bermuda Companies Act so as to acquire compulsorily the remaining PureCircle Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase PureCircle Shares otherwise than under the Scheme or any Takeover Offer such as pursuant to privately negotiated purchases.

Appendix I

Conditions and Further Terms of the Acquisition

Part A: Conditions of the Scheme and the Acquisition

The Scheme is subject to satisfaction (or, where applicable, waiver in accordance with Part B below) of the following Conditions:

Long Stop Date

1. The Acquisition is conditional upon the Scheme becoming Effective by no later than the Long Stop Date.

Acceptance Condition

   2.         The Scheme shall be subject to the following conditions:

(a) its approval by a majority in number in each class of the Voting Scheme Shareholders who are on the register of members of PureCircle at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the PureCircle Shares voted by those PureCircle Shareholders on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Ingredion and PureCircle may agree and the Court may allow);

(b) the passing of the resolutions by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Ingredion and PureCircle may agree and the Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Ingredion and PureCircle) on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as Ingredion and PureCircle may agree and the Court may allow);

   (d)       the necessary compliance with the procedural requirements and conditions, if any,

of the Bermuda Companies Act in relation to the reduction of the issued share capital of PureCircle associated with the cancellation of the Scheme Shares, as part of the resolutions referred to in paragraph 2(b) above; and

   (e)       delivery of a copy of the Court Order to the Registrar of Companies.

3. In addition, subject to Part B below, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in accordance with Part B below prior to the Scheme being sanctioned by the Court:

Regulatory approvals and clearances

(a) no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider PureCircle Group or the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) require, prevent or delay the Acquisition or alter the terms envisaged for the Acquisition by any member of the Wider Bidco Group or by any member of the Wider PureCircle Group of all or any part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider PureCircle Group or any member of the Wider Bidco Group or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) (in each case to an extent which is material in the context of the Wider Bidco Group or the Wider PureCircle Group, in each case, taken as a whole);

(ii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in PureCircle or on the ability of any member of the Wider PureCircle Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider PureCircle Group or the Wider Bidco Group;

(iii) except as Disclosed, result in any member of the Wider PureCircle Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

(iv) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, PureCircle by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider PureCircle Group by any member of the Wider Bidco Group;

(v) impose any limitation on, or result in delay in, the ability of any member of the Wider Bidco Group or any member of the Wider PureCircle Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider PureCircle Group in a manner which is material in the context of the Wider Bidco Group and/or the Wider PureCircle Group, in either case, taken as a whole;

(vi) require any member of the Wider PureCircle Group or the Wider Bidco Group to relinquish, terminate or amend any contract to which any member of the Wider PureCircle Group or the Wider Bidco Group is a party (in each case to an extent which is material in the context of the Wider Bidco Group or the Wider PureCircle Group taken as a whole);

(vii) result in any member of the Wider PureCircle Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction;

(viii) other than in the context of the proposed Bidco Equity Injection and the PureCircle Equity Injection, require any member of the Wider Bidco Group or any member of the Wider PureCircle Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider PureCircle Group or any member of the Wider PureCircle Group, which in each such case or together is material and adverse in the context of any member of the Wider Bidco Group or any member of the Wider PureCircle Group or in the context of the Acquisition;

(ix) except as Disclosed, otherwise adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider PureCircle Group or any member of the Wider Bidco Group, to an extent which is material in the context of the Wider PureCircle Group or the Wider Bidco Group, in either case taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any PureCircle Shares or other securities in, or control or management of, PureCircle or otherwise intervene having expired, lapsed or been terminated;

United States Hart-Scott-Rodino clearance

(b) all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder having expired or been terminated in each case in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control of, PureCircle by any member of the Wider Bidco Group;

Other regulatory approvals

(c) except as Disclosed, each Governmental Entity which regulates or licences any member of the PureCircle Group, Bidco Group or any other body corporate in which any member of the PureCircle Group or Bidco Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the PureCircle Group or Bidco Group is required, or any Governmental Entity whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Ingredion), and in each case the impact of which would materially adversely affect the Wider PureCircle Group or the Wider Bidco Group, taken as a whole, if not obtained;

Notifications, waiting periods and authorisations

(d) other than in respect of Conditions 3(a) to 3(c) (inclusive) above, all notifications, filings or applications which are necessary or considered appropriate or desirable by Ingredion (having been made in connection with the Acquisition and all necessary waiting and other time periods) (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as applicable) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations which are necessary or deemed necessary or appropriate by Ingredion in any jurisdiction for or in respect of the Acquisition and the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, PureCircle or any other member of the Wider PureCircle Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Ingredion from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider PureCircle Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider PureCircle Group in any jurisdiction having been obtained in each case where the consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider PureCircle Group, any member of the Wider Bidco Group or the ability of Ingredion to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

PureCircle Shareholder resolution

(e) except as Disclosed or with the consent or the agreement of Ingredion, no resolution of PureCircle Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of PureCircle Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of Ingredion, no member of the Wider PureCircle Group having taken (or agreed or proposed to take) any action that requires, or would require, the approval of PureCircle Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

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

(f) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider PureCircle Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in PureCircle or because of a change in the control or management of any member of the Wider PureCircle Group or otherwise, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider PureCircle Group, the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any obligation or liability arising or any adverse action being, or becoming capable of being terminated taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member or any member of the Wider PureCircle Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider PureCircle Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the financial or trading position or prospects of any such member being prejudiced or adversely affected;

(viii) the creation or acceleration of any liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider PureCircle Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (f)(i) to (viii) above;

Certain events occurring since 30 June 2019

(g) except as Disclosed, and except, where relevant between PureCircle and/or wholly owned subsidiaries of PureCircle, no member of the Wider PureCircle Group having since 30 June 2019:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of PureCircle Shares out of treasury (except for the issue or transfer out of treasury of PureCircle Shares on vesting of employee share awards under the PureCircle Share Plans and, if the remuneration committee of PureCircle so determines, in connection with the Loyalty Plan and salary of the Chief Executive Officer of PureCircle);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise);

(iii) other than pursuant to the Acquisition (and except for transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(vi) except in the ordinary course of business, entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude and which, in any such case, is material in the context of the Wider PureCircle Group or in the context of the Acquisition, or which is or is reasonably likely to be restrictive on the business of any member of the Wider PureCircle Group or Wider Bidco Group;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider PureCircle Group, otherwise than in the ordinary course of business;

(viii) proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider PureCircle Group, otherwise than in the ordinary course of business;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except for the issue or transfer out of treasury of PureCircle Shares on vesting of employee share awards under the PureCircle Share Plans and, if the remuneration committee of PureCircle so determines, in connection with the Loyalty Plan and salary of the Chief Executive Officer of PureCircle, as Disclosed);

(x) waived, compromised or settled any claim which is material in the context of the Wider PureCircle Group as a whole or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider PureCircle Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(xii) made any material alteration to its memorandum, bye-laws or articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider PureCircle Group;

   (xiii)      made or agreed or consented to any significant change to:

(1) the pension scheme arrangements of the Wider PureCircle Group, including as a result of the establishment of new arrangements;

(2) the terms of the governing documents of the Disclosed pension scheme(s) established by any member of the Wider PureCircle Group for its directors, employees or their dependants;

(3) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder; or

(4) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(xv) (other than in respect of a member of the Wider PureCircle Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider PureCircle Group or the Wider Bidco Group as a whole or in the context of the Acquisition; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

   (h)       except as Disclosed, since 30 June 2019 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider PureCircle Group which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider PureCircle Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider PureCircle Group, in each case which would reasonably be expected to have a material adverse effect on the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(iii) no investigation, enquiry, action, proceedings or prosecution by any regulatory, enforcement or prosecution agency having been threatened, notified, announced or instituted in respect of any Wider PureCircle Group company or in respect of any Wider PureCircle Group executive;

(iv) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider PureCircle Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider PureCircle Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(v) no contingent or other liability having arisen or become apparent to Ingredion or increased other than in the ordinary course of business which is reasonably likely to adversely affect the business, assets, financial or trading position or profits of any member of the Wider PureCircle Group to an extent which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition; and

(vi) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider PureCircle Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

   (i)         except as Disclosed, Ingredion not having discovered that:

(i) any financial, business or other information concerning the Wider PureCircle Group announced publicly and delivered by or on behalf of PureCircle through a RIS prior to the date of this announcement or publicly disclosed to any member of the Wider Bidco Group by or on behalf of any member of the Wider PureCircle Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider PureCircle Group, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider PureCircle Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any entity within the Wider PureCircle Group, any past or present member, director, officer, agent or employee of the Wider PureCircle Group, or any other person for whom any such person may be liable or responsible, has: (A) directly or indirectly engaged in any activities involving, conducted business with or made any investment in, made any payments or provided services to, or been involved in any activity directly or indirectly relating to: any government, country, territory, entity or individual targeted by any of the export or trade controls or economic sanctions laws, regulations, executive orders and resolutions imposed by the United Nations, United States, United Kingdom, or the European Union or any of their respective member states, or any other jurisdiction in which any entity within the Wider PureCircle Group operates (including entities owned or controlled by or acting for or on behalf of such persons or entities) to the extent that such activities, business or investments are or were prohibited by, or would otherwise expose the Wider PureCircle Group or any of its directors, officers, agents or employees, to enforcement action under or in consequence of such measures; (B) engaged, directly or indirectly in any other transaction or activity prohibited by the export or trade controls or economic sanctions provisions outlined above, or which would expose the Wider PureCircle Group or any of its directors, officers, agents or employees, to enforcement action under or in consequence of such measures; or (C) done any act which would have caused another person or entity to have violated the export or trade controls or economic sanctions provisions outlined above;

(v) any material asset of any member of the Wider PureCircle Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(vi) since 30 June 2019, no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider PureCircle Group which would have a material adverse effect on the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition and which is other than in the ordinary course of business, including: (A) any member of the Wider PureCircle Group losing its title to any intellectual property material to its business or any intellectual property owned by the Wider PureCircle Group and material to its business being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider PureCircle Group being terminated or materially varied or (C) any claim being filed that any member of the Wider PureCircle Group infringed the intellectual property rights of a third party or any member of the Wider PureCircle Group being found to have infringed the intellectual property rights of a third party (in each case which is material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition and which is other than in the ordinary course of business);

Other

(j) Ingredion not having discovered the existence of a defined benefit or other pension arrangement not Disclosed which gives rise to actual or contingent liabilities which are material in the context of the Wider PureCircle Group or the Wider Bidco Group taken as a whole or in the context of the Acquisition;

Conditions of Material Significance

(k) If, except as Disclosed (which for the purposes of this Condition, excludes PureCircle's 1H FY20 Interim Accounts), Bidco becomes aware that the PureCircle Group was not, on the date of this announcement, or, if it thereafter ceases to be, the owner, free of Encumbrances (save for those Encumbrances created in the ordinary course of business or pursuant to third party financing documents that were Disclosed prior to the Announcement (the "Proviso")) of its material Supply Assets in China and/or in Malaysia and/or of its material registered patent assets.

For the purposes of this Condition:

(i) "Supply Assets" means all freehold land, plant, product, equipment and supply chain facilities and assets (but does not include those assets which are discarded or replaced in the ordinary course of business);

(ii) ownership shall be assessed as against the assets recorded (individually or in aggregate) in the balance sheet (and associated notes) in the PureCircle accounts for the financial year ended 30 June 2019; and

(iii) materiality in the context of the Supply Assets shall be assessed having regard to the value placed by Ingredion (when determining the price of the Cash Offer and ratio for the Share Alternative) on such assets being so owned on a free from Encumbrances basis (subject to the Proviso) by a member of the PureCircle Group, and/or having regard to the significance of such asset on the ability of PureCircle, or the relevant member of the PureCircle Group (as the case may be), to conduct its business in all material respects in the manner that it was conducted in the 12 months prior to the Announcement;

(l) No UK regulatory authority has imposed, or announced or confirmed in writing that it will impose, a fine, or other financial penalty, on any member(s) of the PureCircle Group in an amount of more than an amount which PureCircle and Bidco have agreed is material (individually and/or in aggregate), in connection with the matters relating to the classification and valuation of inventory and/or PureCircle's accounting records, as referred to in PureCircle's announcements dated 20 September 2019, 14 November 2019 and/or 5 March 2020 (and in determining such amount for these purposes, then any penalties imposed on individuals in connection with such matters shall not be included); and

(m) During the six month period which commenced on 1 January 2020, the PureCircle Group shall (in its internal monthly accounting records produced in a manner consistent with the PureCircle accounts for the financial year ended 30 June 2019) have recorded revenue of not less than US$40 million (and for these purposes, the PureCircle Group shall be entitled to record revenue on any "take or pay" contracts (provided such revenue has actually been received and pro-rata as to the value and revenue generated and attributable to those months) even if actual delivery is to take place later than the relevant period), but excluding any decline in revenue to the extent arising out of, resulting from, or attributable to:

   (i)         any adverse changes in exchange rates;

(ii) any adverse changes in applicable laws, regulations or accounting standards or practices affecting the PureCircle Group; and

(iii) any import or export prohibition or restriction imposed by any governmental or regulatory authority, except where such prohibition or restriction is specific to PureCircle and has been imposed as a result of PureCircle's breach of applicable law.

Part B: Certain further terms of the Acquisition

1. Bidco reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(a) any of the Conditions set out in the above Condition 1 of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with PureCircle to extend the deadline in relation to the relevant Condition; and

(b) all or any of the above Conditions 3(a) (Regulatory approvals and clearances) to 3(m) (Conditions of Material Significance) of Part A (inclusive).

2. All of the Conditions must be fulfilled or waived by no later than 9.00 am (Bermuda time) on the date of the Court Hearing, (unless either: (i) Bidco would be permitted to invoke a Condition under Rule 13 of the Takeover Code (as if the Takeover Code applied to PureCircle); or (ii) such Condition is any of the Conditions in Condition 2 (and not capable of being waived), or is a Condition of Material Significance), failing which the Scheme will lapse.

3. Pursuant to the Implementation Agreement, Bidco will only be able to rely on a Condition (other than the Scheme Approval Condition and the Regulatory Approvals) so as to cause the Acquisition to lapse if the circumstances giving rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition, save that it is agreed that each Condition of Material Significance is of material significance to Bidco such that Bidco is entitled to terminate the Acquisition (including following satisfaction of the Scheme Approval Condition) if any such Condition of Material Significance is not satisfied or waived by Bidco by the Long Stop Date, or any such Condition of Material Significance is no longer true and correct on the Effective Date.

4. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage as Bidco may agree with PureCircle provided that if it became or was declared unconditional in all respects, the Takeover Offer would result in Bidco holding PureCircle Shares carrying greater than 50 per cent. of the voting rights in PureCircle). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient PureCircle Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Bermuda Companies Act to compulsorily acquire any outstanding PureCircle Shares to which such Takeover Offer relates.

5. The Acquisition will lapse and shall not become Effective (unless otherwise agreed with the PureCircle) if:

(a) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a community dimension within the scope of the Merger Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA or any other Governmental Entity Phase 2 Reference,

in each case, before the date of the Court Meeting.

6. Subject to paragraph 7 below, the PureCircle Shares shall be acquired by Bidco, with full legal title and beneficial ownership, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and 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 PureCircle Shares.

7. If any dividend or other distribution in respect of the PureCircle Shares is declared, paid or made on or after the date of this announcement, Bidco reserves the right to reduce the consideration payable for each PureCircle Share under the terms of the Acquisition by the amount per PureCircle Share of such dividend or distribution, in which case any reference in this announcement or in the Scheme Document to the offer consideration for the PureCircle Shares will be deemed to be a reference to the offer consideration as so reduced. Any exercise by Bidco 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 or variation of the Acquisition. If Bidco exercises this right or makes such a reduction in respect of a dividend or distribution, PureCircle Shareholders will be entitled to receive and retain that dividend or distribution.

8. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any PureCircle Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

   9.         Unless otherwise determined by Bidco and permitted by applicable law and regulations:

(a) the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and

(b) this announcement should not be forwarded or transmitted into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction.

10. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

11. The Scheme will be governed by Bermuda law and be subject to the jurisdiction of the courts of Bermuda and to the Conditions set out in this announcement and in the Scheme Document. This announcement and all rights and liabilities arising hereunder and the Acquisition will be governed by the laws of England and Wales and will be subject to the applicable rules and regulations of the FCA and the London Stock Exchange.

Appendix II

Sources of Information and Bases for Calculations

In this announcement:

(a) As of 8 April 2020 (being the latest practicable date prior to this announcement), there were 185,279,745 PureCircle Shares in issue and to be issued, assuming an additional 824,794 PureCircle Shares to be issued pursuant to outstanding awards under the PureCircle Share Plans as at 1 April 2020. There may be additional PureCircle Shares issued after the date of this announcement if the remuneration committee of PureCircle so decides, in connection with the Loyalty Plan and the salary of the Chief Executive Officer of PureCircle as set out in section 8. The International Securities Identification Number for the PureCircle Shares is BMG7300G1096.

(b) Any references to the issued share capital of PureCircle, and to the value of the Acquisition, are each based on the Cash Offer of 100 pence per PureCircle Share and are calculated on the basis of the issued share capital of PureCircle (as set out in paragraph (a) above).

(c) Unless otherwise stated, financial information concerning Ingredion has been extracted from the Annual Report on Form 10-K of Ingredion for the year ended 31 December 2019.

   (d)       Closing share prices have been derived from Bloomberg.

(e) The exchange rate used in this announcement for USD:GBP of 1.2384 is as at 8 April 2020 and has been derived from Bloomberg.

(f) Adjusted EBITDA is earnings before interest, taxation, depreciation, amortisation and exceptional items. It is a non-IFRS measure which PureCircle uses to assess its performance. Adjusted earnings per share are calculated on post-tax adjusted EBITDA.

(g) Unless otherwise stated, the financial information (including adjusted financial information) relating to PureCircle is extracted or derived (without any further adjustment) from the audited consolidated financial statements of PureCircle for the financial year to 30 June 2019 and the unaudited interim results of PureCircle for the six months to 31 December 2019, each prepared in accordance with IFRS.

Appendix III

Details of Irrevocable Undertakings

The following holders or controllers of PureCircle Shares have given irrevocable undertakings to vote (and, if applicable, procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of any such offer.

Cash Offer

PureCircle Directors

Each of Olivier Maes and Guy Wollaert have given irrevocable undertakings to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and accept or procure acceptance of, at their option, the Cash Offer or the Share Alternative:

 
Person giving Irrevocable Undertaking   Number of PureCircle Shares in respect    Percentage of PureCircle's current 
                                            of which undertaking is given              issued share capital (%) 
Olivier Maes                                           513,821                                   0.3 
                                        --------------------------------------  -------------------------------------- 
Guy Wollaert                                            26,200                                   0.0 
                                        --------------------------------------  -------------------------------------- 
Total                                                  540,021                                   0.3 
                                        --------------------------------------  --------------------------------------

These irrevocable undertakings remain binding in the event of a competing offer and shall only lapse and cease to have effect if the Acquisition lapses or is withdrawn without becoming wholly unconditional but shall terminate if: (i) the Scheme (or Takeover Offer, as applicable) is withdrawn or lapses in accordance with its terms and no new, revised or replacement Scheme (or Takeover Offer, as applicable) has been announced by Bidco or its affiliates, provided that this shall not apply where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than the Scheme; or (ii) Bidco publically announces before the Scheme Document or the Offer Document (as the case may be) is published, that it does not intend to proceed with the Acquisition.

Share Alternative

PureCircle Directors

Peter Lai has given irrevocable undertakings to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and accept or procure acceptance of (as applicable) the Share Alternative:

 
Person giving Irrevocable Undertaking   Number of PureCircle Shares in respect    Percentage of PureCircle's current 
                                            of which undertaking is given              issued share capital (%) 
Peter Lai                                              280,000                                   0.2 
                                        --------------------------------------  -------------------------------------- 
Total                                                  280,000                                   0.2 
                                        --------------------------------------  --------------------------------------

His irrevocable undertaking remains binding in the event of a competing offer and shall only lapse and cease to have effect if the Acquisition lapses or is withdrawn without becoming wholly unconditional but shall terminate if: (i) the Scheme (or Takeover Offer, as applicable) is withdrawn or lapses in accordance with its terms and no new, revised or replacement Scheme (or Takeover Offer, as applicable) has been announced by Bidco or its affiliates, provided that this shall not apply where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than the Scheme; or (ii) Bidco publically announces before the Scheme Document or the Offer Document (as the case may be) is published, that it does not intend to proceed with the Acquisition.

PureCircle Shareholders

Each of Asian Investment Management Services Limited, Magomet Malsagov, OLAM International Limited, Halfmoon Bay Capital, Wang Tak Company Ltd., Tan Boon Seng and the Alwaha Fund Limited (an investment vehicle of Wan Azmi Wan Hamzah, Tan Sri) have given irrevocable undertakings to vote (or procure the voting) 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 the acceptance of, the Takeover Offer) and accept or procure acceptance of (as applicable) the Share Alternative:

 
 Person giving Irrevocable Undertaking      Number of PureCircle Shares in        Percentage of PureCircle's current 
                                         respect of which undertaking is given         issued share capital (%) 
Halfmoon Bay Capital Limited                          14,432,228                                 7.8 
                                         -------------------------------------  -------------------------------------- 
Alwaha Fund Limited                                    6,201,706                                 3.4 
                                         -------------------------------------  -------------------------------------- 
Asian Investment Management Services 
 Limited                                               7,611,394                                 4.1 
                                         -------------------------------------  -------------------------------------- 
Magomet Malsagov                                      15,304,513                                 8.3 
                                         -------------------------------------  -------------------------------------- 
Wang Tak Company Limited                              45,392,610                                 24.6 
                                         -------------------------------------  -------------------------------------- 
Tan Boon Seng                                          5,237,502                                 2.8 
                                         -------------------------------------  -------------------------------------- 
OLAM International Limited                            30,544,609                                 16.6 
                                         -------------------------------------  -------------------------------------- 
Total                                                 124,724,562                                67.6 
                                         -------------------------------------  --------------------------------------

These irrevocable undertakings remain binding in the event of a competing offer and, with the exception of the irrevocable undertaking given by OLAM International Limited, shall only lapse and cease to have effect if the Acquisition lapses or is withdrawn without becoming wholly unconditional but shall terminate if: (i) the Scheme (or Takeover Offer, as applicable) is withdrawn or lapses in accordance with its terms and no new, revised or replacement Scheme (or Takeover Offer, as applicable) has been announced by Bidco or its affiliates, provided that this shall not apply where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than the Scheme; or (ii) Bidco publically announces before the Scheme Document or the Offer Document (as the case may be) is published, that it does not intend to proceed with the Acquisition.

The irrevocable undertaking given by OLAM International Limited remains binding in the event of a competing offer and shall only lapse and cease to have effect if the Acquisition lapses or is withdrawn without becoming wholly unconditional but shall terminate if: (i) the Scheme (or Takeover Offer, as applicable) is withdrawn or lapses in accordance with its terms and no new, revised or replacement Scheme (or Takeover Offer, as applicable) has been announced by Bidco or its affiliates, provided that this shall not apply where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than the Scheme; (ii) Bidco publically announces before the Scheme Document or the Offer Document (as the case may be) is published, that it does not intend to proceed with the Acquisition; or (iii) the Court Meeting has not been held, or (if the Acquisition is implemented by way of a Takeover Offer) the Offer Document has not been deemed to have been received by OLAM International Limited by 5 p.m. on 9 August 2020, or such later date as may be

agreed between OLAM International Limited and Bidco. Subject to Bidco providing OLAM International Limited with evidence that it has taken all the steps that it would reasonably be expected to take to convene the Court Meeting, OLAM International Limited has agreed that it shall not unreasonably refuse to extend its obligations under the irrevocable undertaking until 5 p.m. on 9 September 2020.

Appendix IV

Bidco and the Bidco Shares

Information on Bidco

Bidco is a limited liability company, was incorporated on 1 April 2020 under the laws of England and Wales and will acquire the PureCircle Shares pursuant to the Acquisition. Bidco has not traded since the date of its incorporation nor entered into any obligations, other than in connection with the Acquisition.

Set out below is a summary of the proposed Bidco share capital structure and the Shareholders' Agreement governing the terms on which PureCircle Shareholders will hold securities in Bidco. Further details will be included in the Scheme Document.

Articles of association

The articles of association of Bidco adopted upon incorporation (the "Initial Bidco Articles") will be available for inspection on PureCircle's website at www.purecircle.com/about-purecircle/offer-for-purecircle/ and on Bidco's website at www.ingredioncocompany.co.uk by no later than 12 noon (London time) on the Business Day following the date of this announcement. With effect from the Effective Date, the Initial Bidco Articles will be amended to reflect the terms set out below.

Share capital

The share capital of Bidco currently comprises 100 ordinary A shares of one pence each.

Upon the Scheme becoming Effective, Bidco will issue Ingredion such number of ordinary A shares of Bidco as equals the number of PureCircle Shares to be acquired by Bidco pursuant to the Cash Offer less 100, for an aggregate value equal to the cash required to enable Ingredion to fund the consideration payable under the Cash Offer.

Under the Scheme, eligible PureCircle Shareholders who validly accept the Share Alternative will be issued up to 111,874,671 ordinary B shares of Bidco which will represent approximately 60 per cent. of the total number of Bidco Shares in issue as at the time that the Scheme becomes Effective.

Immediately after the Scheme becomes effective, Bidco will issue 261,643,939 additional ordinary A shares to Ingredion for a total subscription price of US$130 million in connection with the Bidco Equity Injection thereby diluting the shareholding of PureCircle Shareholders who validly accept the Share Alternative by approximately 59 per cent. This represents an issue price per new Bidco Share of $0.4969 equivalent to GBP0.4012 at an exchange rate of 1.2384 USD:GBP on 8 April 2020 (being the last Business Day before the date of this announcement). The proceeds of the Bidco Equity Injection will be used by Bidco to subscribe for additional shares for a total subscription price of US$130 million pursuant to the PureCircle Equity Injection. The proceeds of the PureCircle Equity Injection will provide PureCircle cash for general operating purposes and to repay the Outstanding PureCircle Debt (approximately US$90 million as at the date of this announcement). Following the Bidco Equity Injection, Ingredion shall hold approximately 75 per cent. of the total number of Bidco Shares in issue, with PureCircle Shareholders who validly accept the Share Alternative holding the remainder. The effect of the Bidco Equity Injection will be that each PureCircle Shareholder who has elected for the Share Alternative will suffer an immediate dilution of approximately 59 per cent. and the overall percentage of Bidco Shares which the PureCircle Shareholders hold in Bidco will decrease from approximately 60 per cent to approximately 25 per cent.

The ordinary B shares of Bidco issued to eligible PureCircle Shareholders who elect for the Share Alternative will be credited as fully paid and rank equally economically with the ordinary A shares of Bidco issued to Ingredion upon incorporation (and to be issued to Ingredion following the Bidco Equity Injection) as regarding any distributions, dividends, buy-back, any other capital redemption or other returns of income or capital made by Bidco.

Economic Rights

The economic rights described below are subject to the risks also described below and in paragraph 12 of this Announcement (for example that (i) the Bidco Shares will be unquoted and there is no current expectation that they will be listed; (ii) the value of the Bidco Shares will be uncertain; and (iii) the Bidco Group will be controlled by Ingredion, and the Minority Investors will have limited influence over decisions made by Bidco in relation to its investment in PureCircle).

From the Effective Date, Bidco's share capital will comprise ordinary A shares and ordinary B shares. Both classes of share will rank pari passu on the winding-up of Bidco.

All of the Bidco Shares will have equal rights to dividends. The Bidco Shareholders will procure that, subject to the requirements of the Act and after making all necessary, reasonable and prudent provisions and reserves for the requirements of the Business Plan (including taxation and the servicing and repayment of borrowings), and unless otherwise agreed in writing by the Bidco Shareholders, for each financial year ending after the first anniversary of the Effective Date, Bidco distributes at least 60 per cent. of its profits as shown by Bidco's audited accounts, by way of dividend, share buy-back or capital reduction.

Voting Rights

On the Effective Date, Ingredion will be issued ordinary A shares in Bidco and the Minority Investors will be issued with ordinary B shares in Bidco. All Bidco Shares will rank pari passu with equal voting rights.

The Minority Investors will be prohibited from entering into arrangements between themselves that give power to one Minority Investor to determine how the others should vote or how to direct the Minority Investor Director to vote.

Transfers of Bidco Shares

Bidco Shareholders will be permitted to freely transfer shares to a member of their group, or in the case of individuals, certain family members.

Should a Minority Investor wish to transfer some or all of their Bidco Shares to a third party buyer, they will be able to do so subject to: (i) Ingredion having a right of pre-emption to purchase the Bidco Shares on offer; and (ii) thereafter, each other Minority Investor having a right to purchase, pro rata, their proportion of the remaining Bidco Shares on offer. If both Ingredion and the other Minority Investors decline their rights of pre-emption, the seller may sell their shares to the third party buyer, subject to the third party buyer executing a deed of adherence to the Shareholders' Agreement.

Ingredion will have the right to sell its Bidco Shares to a third party, subject to the tag-along rights described below.

Issue of securities by Bidco

Any change in the issued share capital of Bidco is a shareholder reserved matter.

If Bidco proposes to allot new shares, it may only do so if provided for in the business plan that has been approved by the Bidco Board, and Bidco shall be required to give each Bidco Shareholder the opportunity to subscribe, on the same terms, for their pro rata proportion of the securities to be allotted. Any excess securities which have been declined by any Bidco Shareholder will be offered to any other Shareholders who have committed to subscribe for the full amount of their entitlement to Bidco securities.

Board Representation

Ingredion will have the right to appoint up to four directors to the Bidco Board (each a "Majority Investor Director" and collectively the "Majority Investor Directors"). The appointment of a Majority Investor Director will be subject to the Minority Investors' right (acting through the minority investor representative) to object, on a single occasion, to a proposed Majority Investor Director. The Minority Investors will have no further right of objection to an alternative nominee proposed by Ingredion, so long as that person meets certain minimum criteria.

For so long as the Minority Investors own, in aggregate, 15 per cent or more of the Bidco Shares, they will have the right to appoint and maintain in office one director (the "Minority Investor Director"). The appointment of a Minority Investor Director will be subject to the same right for Ingredion to object to a proposed Minority Investor Director. Should the Minority Investors' share, in aggregate, of the Bidco Shares fall below 15 per cent, the Minority Investors shall affect the removal of the Minority Investor Director within ten Business Days (with the right to then appoint an observer to the Bidco Board for so long as the Minority investors own, in aggregate, at least 10 per cent of the Bidco Shares).

Bidco will have no other directors than those described in the preceding paragraphs, save that each Bidco Director will be entitled to appoint an alternate to act on his or her behalf.

Board meetings will be required to be held at least four times a year. Matters arising at a board meeting will be resolved by a simple of majority of votes. Where a Minority Investor Director has been appointed and the business of the meeting includes the consideration of a matter reserved to the Bidco Board, the quorum will not be met unless the Minority Investor Director is present (although reserved matters can be approved without the requirement for approval from the Minority Investor Director). The chairman will be appointed by Ingredion from time to time, but will not have a casting vote.

Management

Ingredion will appoint the CEO. This is subject to the Minority Investors' right, so long as they hold 15 per cent or more of the Investor Shares, to provide (through the minority investor representative) written comments on the job specifications for the CEO, which Ingredion may, acting reasonably, choose whether to adopt. Ingredion may propose a Majority Investor Director to be CEO of Bidco. Such proposal will be subject to the same director nominee objection right described above.

Ingredion will appoint the CFO at its sole discretion. The CFO may be a Majority Investor Director and the Minority Investors have no right of objection to the appointment of the CFO as a Majority Investor Director.

Ingredion and the Minority Investors will be entitled to appoint to, and remove from, the board of directors of each Bidco subsidiary, directors and the chairman on the same basis as it may appoint or remove directors and the chairman of Bidco's Board.

Reserved Matters

Certain matters will be reserved for the approval of the Bidco Board. These decisions include those: (i) relating to the business plan of Bidco; (ii) relating to the accounts and finances of Bidco; (iii) relating to Bidco entering into any material transactions between certain amounts; (iv) relating to certain key commercial decisions; and, (v) relating to the remuneration package for the CEO and CFO.

For so long as the Minority Investors own, in aggregate, 15 per cent or more of the Bidco Shares, certain matters are reserved matters which, unless otherwise provided for in the Shareholders' Agreement or an approved business plan, will only take place if not vetoed by Minority Investors holding, in aggregate, at least 75% of the ordinary B shares in Bidco in issue at such time. These decisions include those: (i) relating to amendments to the Bidco Articles which would adversely impact upon the rights and obligations of the Minority Investors, or amendments to Bidco's share capital; (ii) relating to Bidco entering into certain material transactions which are financially in excess of those material transactions reserved for board approval; (iii) relating to incentive or benefit schemes for Bidco's employees; and, (iv) relating to any insolvency proceedings.

The Minority Investors are not permitted to enter into voting arrangements with any other Shareholder to vote in a particular way in respect of any matter set out in the Shareholders' Agreement.

Conflict between Bidco's articles of association and the Shareholders' Agreement

In case of a conflict between the Shareholders' Agreement and the Bidco Articles, the provisions of the Shareholders' Agreement will prevail.

Information Rights

All Bidco Shareholders will be entitled to customary information rights, as further described in the Shareholders' Agreement, including a right to financial information and a right to request copies.

Exit Arrangements

Annually with effect in 2022 and for three consecutive years thereafter, Ingredion will notify the Minority Investors of the number of the Bidco Shares it is willing to purchase that year, which will be equal to at least 6.25 per cent of the total issued Bidco Shares (as at the Effective Date). Ingredion will (unless such number of ordinary B shares has, in the same year (in respect of each of the three consecutive years commencing 2022) been put on Ingredion in accordance with the put option described further below (Put and Call Rights)) be obliged to offer to buy such Bidco Shares in accordance with the fair price mechanism set out in the Shareholders' Agreement (which shall be the fair price as assessed by Ingredion unless a Minority Investor refers determination of the fair price to an independent valuer who will be required to apply the valuation methodology specified in the Shareholders' Agreement). Each Minority Investor will have the right to sell its pro-rata percentage of this number of Bidco Shares to Ingredion at the fair price.

If a Minority Investor declines Ingredion's offer, such Minority Investor will be entitled to sell, within 6 weeks, their pro-rata percentage of the number of Bidco Shares that Ingredion offered to buy to a bona fide third party purchaser for not less than the fair price. The Minority Investor will be required to procure that any such third party purchaser signs a deed of adherence to the Shareholders' Agreement.

Bidco will not be permitted to undertake an IPO without Ingredion's consent. However, so long as the Minority Investors own, in aggregate, 15 per cent or more of the Bidco Shares, the Minority Investors will have the right to be consulted on any proposed IPO.

If a Minority Investor suffers a change of control that results in it becoming controlled by a competitor of Bidco, the relevant Minority Investor shall be deemed to have served a transfer notice in favour of Ingredion to sell such Minority Investor's ordinary B shares at their fair price (as determined by an independent valuer applying the valuation methodology specified in the Shareholders' Agreement).

Drag-Along and Tag-Along

If Ingredion agrees to sell its entire holding of Bidco Shares (save in the case of a permitted transfer to another member of its group), it will notify the Minority Investors. The Minority Investors will have a right to tag-along their ordinary B shares to any such sale. If the Minority Investors exercise their tag-along rights, Ingredion must not complete the sale unless it ensures that the buyer offers to buy all the Bidco Shares held by each of the Minority Investors on the same terms as it is acquiring Ingredion's A Shares (save that only customary warranties as to unencumbered ownership and authority and capacity will be required to be given by a Minority Investor).

If Ingredion notifies the Minority Investors of its intention to sell its entire holding of Bidco Shares, and the Minority Investors decline, or are deemed to have declined, to exercise their tag-along right, then Ingredion will be entitled to exercise a drag-along right to require the Minority Investors sell their Bidco Shares to the buyer on the same terms as Ingredion (save in respect of the warranties to be given, as outlined above).

Put and Call Rights

For three consecutive years commencing in 2022, the Minority Investors have a put option to require Ingredion to purchase, in aggregate, 6.25 per cent. of the issued Bidco Shares (as at the Effective Date) and an ability to put any remaining ordinary B shares in the year commencing 2025.

After the fifth anniversary of the Effective Date, Ingredion will be able to exercise a call option to require each Minority Investor to sell any Bidco Shares that the Minority Investor still owns. Further, Ingredion has the right, for four consecutive years commencing 2022, to offer to buy, in aggregate, 6.25 per cent. of the issued Bidco Shares (as at the Effective Date). Ingredion is not obliged, however, in each of the three consecutive years commencing 2022, to acquire more than 6.25 per cent. of the issued Bidco Shares (as at the Effective Date) across both the put option and the offer to buy. Accordingly, unless Ingredion agrees to do so, the maximum number of ordinary B shares it will be obliged to acquire in aggregate under the put option and under the offer to buy in each of the three consecutive years commencing 2022 will be equal to 6.25 per cent. of the issued Bidco Shares (as at the Effective Date).

The Minority Investor's Shares shall be acquired under the put option and/or the call option in accordance with the fair price mechanism set out in the Shareholders' Agreement (which shall be the fair price as assessed by Ingredion unless a Minority Investor refers determination of the fair price to an independent valuer who will be required to apply the valuation methodology specified in the Shareholders' Agreement).

Minority Investor Representative

Consents or approvals to be given by the Minority Investors under the Shareholders' Agreement are to be given by Minority Investors Representative. The Minority Investors Representative will be appointed, and replaced, by decision taken by the Minority Investors representing two-thirds of the ordinary B shares in Bidco.

Governing Law and Jurisdiction

The Shareholders' Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law. The courts of England have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Shareholders' Agreement and accordingly any proceedings arising out of or in connection with the Shareholders' Agreement shall be brought in such courts.

Appendix V

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise:

"Acquisition" means the recommended cash acquisition, with one alternative offer (the Share Alternative), being made by Bidco to acquire the entire issued and to be issued share capital of PureCircle not already directly or indirectly owned by Bidco to be effected by means of the Scheme (or by way of a Takeover Offer under certain circumstances described in this announcement) and, where the context admits, any subsequent revision, variation, extension or renewal thereof.

"Adjusted EBITDA" means earnings before interest, taxation, depreciation, amortisation and exceptional items.

"AIM" means the regulated sub-market of the London Stock Exchange named AIM and formerly known as the Alternative Investment Market.

"Authorisations" means regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals.

"Bermuda Companies Act" means the Bermuda Companies Act 1981, as amended.

"Bidco" means Ingredion SRSS Holdings Limited, a company incorporated in England and Wales under registered number 12542326, whose registered address is at Ingredion House Manchester Green, 339 Styal Road, Manchester, United Kingdom, M22 5LW.

"Bidco Articles" has the meaning set out in paragraph 14 of this announcement.

"Bidco Directors" or "Bidco Board" means the directors of Bidco from time to time.

"Bidco Equity Injection" means the subscription by Ingredion for additional ordinary A shares in Bidco to take place immediately after the Scheme becomes Effective.

"Bidco Group" means Bidco and its subsidiary undertakings and, where the context permits, each of them including, following completion of the Acquisition, the PureCircle Group.

"Bidco Shareholders" means the holders of shares in Bidco from time to time and "Bidco Shareholder" means any one of them.

"Bidco Shares" means the ordinary A shares and the ordinary B shares in the capital of Bidco.

"Bridge Facility" means the 364-day bridge loan agreement entered into between Ingredion (as borrower), the lenders party thereto and Citibank, N.A. (as initial lender and administrative agent) on or about the date hereof.

"Business Day" means a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in London.

"Cash Offer" means 100 pence in cash per PureCircle Share.

"Clean Team Agreement" means the clean team agreement dated 18 February 2020 between PureCircle and Ingredion, as described in paragraph 14 of this announcement.

"Clearances" has the meaning given in paragraph 14 of this announcement.

"Closing Price" means the closing middle market price of a PureCircle Share on a particular trading day as derived from the Daily Official List.

"CMA Phase 2 Reference" means a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013.

"Combined Group" means the enlarged group following the Effective Date, comprising the Bidco Group and the PureCircle Group.

"Competition and Markets Authority" means a UK statutory body established under the Enterprise and Regulatory Reform Act 2013.

"Conditions" means the conditions to the implementation of the Acquisition, as set out in Appendix I to this announcement and to be set out in the Scheme Document.

"Conditions of Material Significance" means the Conditions set out in paragraphs 3(k) to 3(m) inclusive of Appendix I.

"Confidentiality Agreement" means the confidentiality agreement dated 11 January 2020 between PureCircle and Ingredion, as described in paragraph 14 of this announcement.

"connected persons" has the meaning given to it in the UK Companies Act.

"Court" means the Supreme Court of Bermuda.

"Court Hearing" means the hearing of the Court to sanction the Scheme under section 99 of the Bermuda Companies Act and, if such hearing is adjourned, references to commencement of any such hearing shall mean the commencement of the final adjournment thereof.

"Court Meeting" means the meeting of PureCircle Shareholders to be convened pursuant to an order of the Court under section 99(1) of the Bermuda Companies Act and the PureCircle Bye-laws for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof, notice of which is to be contained in the Scheme Document.

"Court Order" means the order of the Court sanctioning the Scheme.

"COVID-19" means the global coronavirus pandemic in 2019 and 2020.

"CREST" means the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear.

"Daily Official List" means the Daily Official List published by the London Stock Exchange.

"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code.

"Debt Facilities" means:

(a) the facility agreement dated 30 November 2017 between, amongst others, PureCircle Trading Sdn. Bhd. (as borrower), the lenders listed in Schedule 1, Part 2, and the guarantors listed in Schedule 1, Part 1, The HongKong and Shanghai Banking Corporation Limited, Offshore Banking Unit, Labuan (as arranger) and The HongKong and Shanghai Banking Corporation Limited (as agent and as security agent), as amended on 21 December 2018, on 6 May 2018, on 5 September 2019 and on 18 February 2020; and

(b) the subordinated loan agreement dated 16 January 2020 between, among others, PureCircle (as borrower) and Global Loan Agency Services Limited (as agent).

"Disclosed" means the information disclosed by, or on behalf of, PureCircle, either:

   (a)        in PureCircle's audited financial statements for the financial year ended 30 June 2019; 
   (b)       this announcement; or

(c) information provided in the electronic data room established by PureCircle for the purposes of the Acquisition, prior to the date of this announcement.

"Effective" means in the context of the Acquisition:

(a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or

(b) if the Acquisition is implemented by way of a Takeover Offer, such Takeover Offer having been declared or become unconditional in all respects.

"Effective Date" means the date on which either: (i) the Scheme becomes Effective in accordance with its terms; or (ii) if Bidco elects, to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional in all respects.

"Encumbrance" means a charge, debenture, mortgage, pledge, lien, security interest, title retention, assignment, restriction, right of first refusal, option, right of pre-emption or other third party right or interest of any kind, whether granted for the purpose of security or not and "Encumbrances" means all those kinds of right or interest.

"Equity Subscription Agreement" means the agreement between Bidco and Ingredion dated on or around the date of this announcement pursuant to which Ingredion will subscribe for such number of ordinary A shares of Bidco as equals the number of PureCircle Shares to be acquired by Bidco pursuant to the Cash Offer minus 100.

"Euroclear" means Euroclear UK and Ireland Limited.

"FCA" or "Financial Conduct Authority" means the UK Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA.

"Fee Letter" means the fee and syndication letter from Citibank, N.A. to Ingredion in connection with the Bridge Facility to be dated on or about the date hereof.

"Form of Election" means the form of election for use by PureCircle Shareholders electing for the Share Alternative.

"Forms of Proxy" means the forms of proxy for use at each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document.

"FSMA" means the Financial Services and Markets Act 2000, as amended.

"FY 2019" means the financial year ended 30 June 2019.

"FY 2020" means the financial year ending 30 June 2020.

"General Meeting" means the special general meeting of PureCircle Shareholders (including any adjournment thereof) to be convened in connection with the Scheme for the purpose of approving the resolutions to be proposed by PureCircle in connection with, amongst other things, the approval of the Scheme, the amendment of the PureCircle Bye-laws and the Bidco Equity Injection and such other matters as may be necessary to implement the Scheme, notice of which is to be contained in the Scheme Document.

"Governmental Entity" means any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

"IFRS" means International Financial Reporting Standards.

"Implementation Agreement" means the implementation agreement between PureCircle and Ingredion, as described in paragraph 14 of this announcement.

"Ingredion" has the meaning given to it on page 1 of this announcement.

"Ingredion Directors" or "Ingredion Board" means the directors of Ingredion at the date of this announcement or, where the context so requires, the directors of Ingredion from time to time.

"Initial Bidco Articles" has the meaning given to it in Appendix IV of this announcement.

"IPO" means Initial Public Offering.

"KPMG" means KPMG LLP, a limited liability partnership registered in England and Wales with registered number OC301540 and which has its registered office at 15 Canada Square, London E14 5GL.

"Listing Rules" means the listing rules made by the FCA in accordance with sections 73(2) of Part VI of FSMA, as amended from time to time.

"London Stock Exchange" means London Stock Exchange plc.

"Long Stop Date" means 5.00 pm on 30 November 2020 or such later date (if any) as may be agreed in writing by Bidco and PureCircle (as the Court may approve (if such approval(s) are required)).

"Loyalty Plan" means the retention awards granted to certain PureCircle Group employees in January and February 2020 (as amended from time to time).

"Main Market" means the main market of the London Stock Exchange.

"Majority Investor Director" means a director of Bidco appointed from time to time by Ingredion in accordance with the Shareholders' Agreement.

"Minority Investor Director" means a director of Bidco appointed from time to time by the Minority Investors in accordance with the Shareholders' Agreement.

"Minority Investors" has the meaning given in paragraph 14 of this announcement.

"Offer Period" means the offer period (as defined by the Takeover Code) relating to the Acquisition, which commenced on the date of this announcement pursuant to the Implementation Agreement.

"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code.

"Outstanding PureCircle Debt" means all the outstanding debt of PureCircle under the Debt Facilities, and including any costs, fees or charges as may be incurred by PureCircle in connection with prepaying this debt (including, without limitation, any hedge termination costs or other break fees and costs);

"Overseas Shareholders" means PureCircle Shareholders (or nominees of, or custodians or trustees for, PureCircle Shareholders) not resident in, nor nationals or citizens of, the United Kingdom.

"Panel" means the UK Panel on Takeovers and Mergers (which does not have jurisdiction over the Acquisition).

"PureCircle" has the meaning given to it on page 1 of this announcement.

"PureCircle Bye-laws" means the bye-laws of PureCircle adopted on 19 October 2015.

"PureCircle Directors" or "PureCircle Board" means the directors of PureCircle at the date of this announcement or, where the context so requires, the directors of PureCircle from time to time.

"PureCircle Equity Injection" means the consequential subscription by Bidco for additional PureCircle Shares to take place immediately following the Bidco Equity Injection.

"PureCircle Group" means PureCircle and its subsidiary undertakings and, where the context permits, each of them.

"PureCircle Share Plans" means the 2008 LTIP and the 2017 LTIP.

"PureCircle Share Rights" means awards under the PureCircle Share Plans and, if the remuneration committee of PureCircle so determines, awards that are to be settled in shares under the Loyalty Plan and in relation to the salary of the Chief Executive Officer of PureCircle.

"PureCircle Shareholders" or "Shareholders" means the holders of PureCircle Shares from time to time.

"PureCircle Shares" means the existing unconditionally allotted or issued and fully paid ordinary shares of US$ 0.10 each in the capital of PureCircle and any further such ordinary shares as are unconditionally allotted or issued before the Acquisition becomes Effective.

"PureCircle Update Announcements" means the RNS announcements released by PureCircle on 20 September 2019, 14 November 2019 and/or 5 March 2020.

"PureCircle's 1H FY20 Interim Accounts" means the unaudited interim accounts of PureCircle for the six month period ended 31 December 2019.

"Receiving Agent" means Computershare Investor Services PLC.

"Registrar of Companies" means the Registrar of Companies appointed under section 3 of the Bermuda Companies Act or such other person as may be performing his duties under such act.

"Regulation S" means Regulation S promulgated under the US Securities Act.

"Regulatory Approvals" has the meaning given in paragraph 14 of this announcement.

"Regulatory Information Service" means any of the services set out in Appendix I to the FCA's Listing Rules.

"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to PureCircle Shareholders in that jurisdiction, including, without limitation, the United States, Canada, Japan, South Africa and Australia.

"Restricted Overseas Shareholders" means PureCircle Shareholders (or nominees of, or custodians or trustees for, PureCircle Shareholders) who are resident in, nationals or citizens of, a Restricted Jurisdiction.

"Scheme" or "Scheme of Arrangement" means the proposed scheme of arrangement under section 99 of the Bermuda Companies Act between PureCircle and the PureCircle Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court (where applicable) and agreed by PureCircle and Bidco.

"Scheme Approval Condition" means the conditions and approvals to the implementation of the Scheme as set out in Condition 2 of Part A of Appendix I of this announcement.

"Scheme Document" means the document to be sent to PureCircle Shareholders and others containing, amongst other things, the Scheme, including the explanatory statement required by section 100(1)(a) of the Bermuda Companies Act and the notices convening the Court Meeting and the General Meeting.

"Scheme Record Time" means the scheme record time to be specified in the Scheme Document.

"Scheme Shareholders" means the holders of Scheme Shares.

"Scheme Shares" means all PureCircle Shares which are:

   (a)        in issue at the date of the Scheme Document;

(b) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and

(c) (if any) issued on or after the Voting Record Time but at or prior to the Scheme Record Time, on terms that the holder shall be bound by the Scheme, or in respect of which the original or any subsequent holder agrees in writing to be bound by the Scheme, in each case which remain in issue at the Scheme Record Time.

"SEC" means the US Securities and Exchange Commission.

"Share Alternative " means the arrangements set out in paragraph 11 of this announcement pursuant to which eligible PureCircle Shareholders may elect to receive one Bidco Share for each PureCircle Share.

"Shareholders' Agreement" means the shareholders agreement relating to Bidco, as described in paragraph 14 of this announcement.

"Significant Interest" means in relation to an undertaking, a direct or indirect interest of 20 per cent or more of: (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the UK Companies Act) of such undertaking; or (ii) the relevant partnership interest.

"Takeover Code" means the City Code on Takeovers and Mergers.

"Takeover Offer" means, should the Acquisition be implemented by way of a tender offer in accordance with the provisions of section 102 of the Bermuda Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of PureCircle and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer and including any election available thereunder.

"Third Party" means each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, administrative, fiscal, anti-trust or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction.

"UK Companies Act" means the Companies Act 2006, as amended.

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland.

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.

"US Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"US holder" means a holder of PureCircle Shares located in or resident in the United States or who is otherwise a US Person.

"US Person" means a U.S. Person as defined in Rule 902(o) under the US Securities Act.

"US Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Voting Record Time" means the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the second day before the date of such adjourned meeting.

"Voting Scheme Shareholders" means the holders of Scheme Shares.

"Wider Bidco Group" means Bidco and Ingredion and their respective parent undertakings, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and all such undertakings (aggregating their interests) have a Significant Interest.

"Wider PureCircle Group" means PureCircle and its associated undertakings and any other body corporate, partnership, joint venture or person in which PureCircle and such undertakings (aggregating their interests) have a Significant Interest for the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the UK Companies Act.

"2008 LTIP" means PureCircle long-term incentive plan with a commencement date of 10 June 2008 and an expiry date of 9 June 2018.

"2017 LTIP" means the PureCircle long-term incentive plan adopted on 1 December 2017.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "USD", "$" and "US Dollars" are to the lawful currency of the United States.

All the times and/or dates referred to in this announcement are to those times and/or dates in London unless otherwise stated.

References to the singular include the plural and vice versa.

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

OFFKKCBKNBKDNQK

(END) Dow Jones Newswires

April 09, 2020 09:07 ET (13:07 GMT)

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