TIDMPURE
RNS Number : 4315Q
Ingredion Incorporated
18 June 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
18 June 2020
RECOMMED CASH ACQUISITION
of
PureCircle Limited ("PureCircle")
by
Ingredion SRSS Holdings Limited ("Bidco")
a newly formed company wholly owned by Ingredion Incorporated
("Ingredion")
to be effected by means of a scheme of arrangement
under section 99 of the Bermuda Companies Act 1981
Results of the Court Meeting and the General Meeting held on 18
June 2020
The board of directors of each of PureCir cle and Ingredion are
pleased to announce that at the Court Meeting and the General
Meeting held earlier today in connection with the recommended cash
acquisition of the entire issued and to be issued share capital of
PureCircle by Bidco (the "Acquisition") to be implemented by means
of a scheme of arrangement under the provisions of section 99 of
the Bermuda Companies Act (the "Scheme") all resolutions proposed
(details of which are set out in the notices of the Meetings
contained in Appendix X and Appendix XI of the Scheme Document)
were passed by the requisite majorities:
-- at the Court Meeting, a majority in number of eligible Scheme
Shareholders who voted (either in person or by proxy), representing
not less than 75 per cent. in nominal value of the PureCircle
Shares held by those Scheme Shareholders, approved the Scheme;
and
-- at the General Meeting, PureCircle Shareholders passed
special resolutions to, among other things, amend PureCircle's
Bye-laws in connection with the Scheme and authorise the PureCircle
Directors to take all such action as they may consider necessary or
appropriate for carrying the Scheme into effect and implement the
PureCircle Equity Injection. PureCircle Shareholders also passed an
ordinary resolution to approve any reduction of capital of the
Company as a result of the cancellation of the Scheme Shares .
At the Scheme Voting Record Time, PureCircle had 184,564,254
PureCircle Shares in issue, with a nominal value of US$0.10 each,
all of which were credited as fully paid. The detailed voting
results in relation to the Court Meeting and the General Meeting
are summarised below.
Capitalised terms used this announcement, unless otherwise
defined, have the meanings given to them in the Scheme
Document.
Voting results of the Court Meeting
The table below sets out the results of the vote, taken on a
poll, at the Court Meeting on 18 June 2020. Each Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per Scheme Share held at the Scheme Voting Record Time.
Therefore, in respect of the Court Meeting, the total number of
voting rights in PureCircle as at the Scheme Voting Record Time was
184,564,254.
No. of Scheme % of Scheme No. of Scheme % of Scheme No. of Scheme Shares
Shareholders Shareholders Shares voted Shares voted voted as a % of
who voted who voted the Scheme Shares
eligible to be
voted at the Court
Meeting
FOR 50 96.15% 150,469,892 99.98% 81.53%
------------- ------------- ------------- ------------- --------------------
AGAINST 2 3.85% 37,005 0.02% 0.02%
------------- ------------- ------------- ------------- --------------------
TOTAL 52 100.00% 150,506,897 100.00% 81.55%
------------- ------------- ------------- ------------- --------------------
Note - percentages are rounded down to the nearest two decimal
places
Accordingly, the resolution proposed at the Court Meeting was
duly passed by the requisite majority.
Voting results of the General Meeting
The table below sets out the results of votes, each taken on a
poll, at the General Meeting on 18 June 2020. Each holder of
PureCircle Shares present in person or by proxy, was entitled to
one vote for each PureCircle Share held as at the Scheme Voting
Record Time. Therefore, in respect of the General Meeting, the
total number of voting rights in PureCircle as at the Scheme Voting
Record Time was 184,564,254.
FOR(1) AGAINST TOTAL WITHHELD(2)
Resolution No. of % of Shares No. of % of Shares No. of % of Shares No. of No. of
Shares voted on Shares voted on votes voted Shares votes
voted the voted the resolution on the voted as
resolution resolution a % of
the Shares
eligible
to be voted
on the
resolution
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
Special
resolution
1 138,714,853 99.97% 37,005 0.03% 138,751,858 100.00% 75.18% 810
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
Special
resolution
2 138,714,853 99.97% 37,005 0.03% 138,751,858 100.00% 75.18% 810
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
Special
resolution
3 138,714,853 99.97% 37,005 0.03% 138,751,858 100.00% 75.18% 810
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
Special
resolution
4 138,713,974 99.97% 37,384 0.03% 138,751,358 100.00% 75.18% 1,310
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
Special
resolution
5 138,714,353 99.97% 37,005 0.03% 138,751,358 100.00% 75.18% 1,310
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
Ordinary
resolution
1 138,714,353 99.97% 37,005 0.03% 138,751,358 100.00% 75.18% 1,310
----------- ------------- ------- -------------- ----------- ----------- ------------ -----------
(1) Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
(2) A vote withheld is not a vote in law and, accordingly, is
not counted in the calculation of the proportion of votes "For" or
"Against" each resolution, nor as part of the "Total" figures.
Note - percentages are rounded down to the nearest two decimal
places
Timetable and Scheme Effective Date
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Appendix I, Part A, of
the Scheme Document) have been satisfied.
A copy of PureCircle's amended bye-laws is available on
PureCircle's website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ . A copy
of the resolutions passed at the General Meeting will shortly be
available for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Scheme remains subject to the sanction of the Court at the
Scheme Court Hearing and the satisfaction (or, where applicable,
waiver) of the other Conditions to the Scheme and the Acquisition
(as set out in Appendix I, Part A,of the Scheme Document). The
expected date for the Scheme Court Hearing (to sanction the Scheme)
is 26 June 2020. Subject to satisfaction (or where applicable,
waiver) of the Conditions as described above, it is anticipated
that the Scheme will become effective on or around 1 July 2020
.
The dates and times in the below expected timetable of principal
events are indicative only and are based on PureCircle's and
Bidco's current expectations and may be subject to change
(including as a result of changes to Court times) as a result of
COVID-19 and governmental and medical regulation and guidance. If
any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to PureCircle
Shareholders by announcement through a Regulatory Information
Service and a copy of such announcement will be made available on
www.purecircle.com/about-purecircle/offer-for-purecircle/ .
All times shown below are London times unless otherwise
stated.
Event Time and/or date
The following dates are indicative only and subject to change
; please see the notes below
Scheme Court Hearing (to sanction the 26 June 2020
Scheme)
----------------------------
Latest time for receipt of the PINK Form 1.00 p.m. (London time)
of Election or the Electronic Election / 9.00 a.m. (Bermuda
time) on 30 June 2020
----------------------------
Scheme Record Time 6.00 p.m. (London time)
/ 2.00 p.m. (Bermuda
time) on 30 June 2020
----------------------------
Last day of dealings in, and for registration 30 June 2020(1)
of transfers and disablement in CREST
of, PureCircle Shares
----------------------------
Suspension of trading on the Main Market 7.30 a.m. (London time)
of, and / 3.30 a.m. (Bermuda
dealings, settlements and transfers in, time) on 1 July 2020
PureCircle
Shares
----------------------------
Expected Effective Date of the Scheme 1 July 2020(2)
----------------------------
Cancellation of admission to trading 8.00 a.m. (London time)
on the Main / 4.00 a.m. (Bermuda
Market of, and cessation of dealings time) on 2 July 2020
in, PureCircle
Shares
----------------------------
Latest date of despatch of cheques in 14 July 2020 (3)
respect of
Scheme Shares held in certificated form
and the
Cash Consideration payable to Scheme
Shares held
in uncertificated form
----------------------------
Latest date of allotment of fully paid-up 14 July 2020(4)
Bidco
B Shares and despatch of share certificates
of the
same, in consideration for the Scheme
Shares for
which the Share Alternative has been
validly elected
----------------------------
Long Stop Date, being the latest date 5.00 p.m. (London time)
by which the / 1.00 p.m. (Bermuda
Scheme must be implemented time) 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))
----------------------------
Notes:
1) The dates and times above are indicative only and, are based
on current expectations and may be subject to change depending on,
among other things, the date on which: (i) the Conditions are
either satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme; and (iii) the copy of
the Scheme Court Order is delivered to the Registrar of Companies
for registration. If any of the expected dates change, the revised
times and/ or dates will be announced via a Regulatory Information
Service. Further updates and changes to these times and dates will,
at PureCircle's discretion be notified in the same way.
2) The Scheme Effective Time is the date and time at which the
Scheme becomes Effective pursuant to its terms and will be on
delivery of the Scheme Court Order to the Registrar of Companies.
The Scheme Court Order is expected to be delivered to the Registrar
of Companies following the Scheme Record Time on the date on which
the Court makes the Scheme Court Order, at which the Scheme will
become Effective. The events which are stated as occurring on
subsequent dates, including the crediting of CREST accounts, are
conditional on the Scheme Effective Time and operate by reference
to this time.
3) In any event, within 14 days of the Effective Date.
4) In any event, within 14 days of the Effective Date.
Enquiries:
PureCircle
Peter Lai, CEO +60 3 2166 2206
Jimmy Lim, CFO
Bidco
James Gray +1 708 551 2574
Citi (Financial Adviser to Bidco and Ingredion)
Luke Spells +44 20 7986 4000
Jeremy Murphy +1 212 816 1000
Awais Kharal +1 212 816 1000
KPMG (Financial Adviser to PureCircle) +44 20 7311 1000
Helen Roxburgh
Richard Lee
Newgate Communications Ltd (PR Adviser to
PureCircle)
Elisabeth Cowell
Giles Croot +44 20 3757 6880
Baker & McKenzie LLP is providing legal advice to
PureCircle.
Hogan Lovells International LLP and Hogan Lovells US LLP are
providing legal advice to Ingredion and Bidco.
Important Notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to
Bidco and Ingredion and for no one else in connection with the
Acquisition and other matters described in this announcement, and
will not be responsible to anyone other than Bidco and Ingredion
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Citi nor any of
its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, tort, in delict, under statute
or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
KPMG LLP ("KPMG"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to PureCircle and for no one else
in connection with the Acquisition and will not be responsible to
anyone other than PureCircle for providing the protections afforded
to its clients nor for providing advice in connection with the
matters referred to herein. Neither KPMG nor any of its affiliates,
respective directors, officers, employees and agents owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of KPMG in connection
with this announcement, any statement contained herein, the
Acquisition or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer or
inducement to sell or an invitation to purchase any securities or
the solicitation of an offer to buy any securities, pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
The Acquisition shall be made solely by means of the Scheme
Document which, together with the forms of proxy, forms of
instruction and form of election, contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
England and Wales.
Cautionary Note Regarding Forward-looking Statements
This announcement (including any information incorporated by
reference in this announcement) contains statements which are, or
may be deemed to be, "forward looking statements". 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.
Without limitation, any statements preceded or followed by or
that include the words "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost-saving", "projects" "intends",
"may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology, are forward looking
statements.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. 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.
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.
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 is not 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.
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 in Part A of Appendix I of the
Scheme Document. The effect of these Conditions of Material
Significance is that, if any of them are not met, Bidco will be en
titled to withdraw the Acquisition.
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.
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.
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 (as if Rules 8.1, 8.2 and 8.4 of the Takeover
Code applied).
"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).
Overseas Shareholders
Any securities referred to in the information in this
announcement have not been and will not be registered under the
securities laws of the US, Canada, Japan, South Africa or Australia
or any other Restricted Jurisdiction referred to in the Acquisition
Announcement and may not be offered, sold or delivered, directly or
indirectly, within such jurisdictions except pursuant to an
applicable exemption from and in compliance with any applicable
securities laws.
Unless otherwise determined by Bidco, and permitted by
applicable law and regulation, the Acquisition has not been and
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition have not been, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from any such
jurisdictions where to do so would violate the laws of that
jurisdiction.
Nothing in this announcement is intended to, and does not,
constitute or form any part of an offer for sale or subscription or
any solicitation for any offer to purchase or subscribe for any
securities, or the solicitation of any votes attaching to
securities which are the subject of the Acquisition in any
jurisdiction in which such offer or solicitation is unlawful.
The Acquisition is subject to the applicable requirements of the
Listing Rules, the London Stock Exchange and the Financial Conduct
Authority.
Additional Information for US Investors
The Acquisition relates to shares of a Bermuda incorporated
company and is to be effected by means of a scheme of arrangement
under the laws of Bermuda. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the US absent
registration under the Securities Act or an available exemption
from, or transaction not subject to, the registration requirements
of the Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the US. There
will be no public offer of the securities of Bidco in the US.
Please refer to the Scheme Document for the restrictions
applicable to Overseas Shareholders in connection with the
Acquisition.
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.
Publication on Website
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on PureCircle 's website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ and on
Bidco's website at www.ingredioncompany.co.uk . For the avoidance
of doubt, neither the contents of these websites nor the content of
any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMEAKKPFLAEEFA
(END) Dow Jones Newswires
June 18, 2020 12:47 ET (16:47 GMT)
Grafico Azioni Purecircle (LSE:PURE)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Purecircle (LSE:PURE)
Storico
Da Gen 2024 a Gen 2025
