TIDMPURE
RNS Number : 2859R
Ingredion Incorporated
26 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
26 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 (the
"Scheme")
Court sanction of the Scheme
The board of directors of each of PureCircle, Ingredion and
Bidco are pleased to announce that the Supreme Court of Bermuda has
today made an order sanctioning the Scheme, which will render the
Scheme Effective upon delivery of the Scheme Court Order to the
Registrar of Companies in Bermuda.
Capitalised terms used this announcement, unless otherwise
defined, have the meanings given to them in the Scheme Document
published on 18 May 2020.
Next steps
PureCircle confirms that the last day for dealings in, and for
registration of transfers of, and disablement of CREST for,
PureCircle Shares is expected to be 30 June 2020. The Scheme Record
Time is expected be 6.00 p.m. (London time) on 30 June 2020 and it
is anticipated that trading on the Main Market and dealings,
settlements and transfers in PureCircle Shares will be suspended at
7.30 a.m. (London time) on 1 July 2020.
The Scheme will become Effective upon the delivery of the Scheme
Court Order to the Registrar of Companies in Bermuda, which is
expected to occur on 1 July 2020.
It is expected that the listing of PureCircle Shares on the
Official List will be cancelled and the admission to trading of
PureCircle Shares on the Main Market will cease with effect from
8.00 a.m. (London time) on 2 July 2020.
A further announcement will be made when the Scheme has become
Effective.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to PureCircle
Shareholders by announcement through a Regulatory Information
Service and a copy of such announcement will be made available on
PureCircle's website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ . and
Bidco's website at www.ingredioncompany.co.uk .
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 is being made solely by means of the Scheme
Document which, together with the forms of proxy, forms of
instruction and form of election, contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
England and Wales.
Cautionary Note Regarding Forward-looking Statements
This announcement (including any information incorporated by
reference in this announcement) contains statements which are, or
may be deemed to be, "forward looking statements".
Without limitation, any statements preceded or followed by or
that include the words "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost-saving", "projects" "intends",
"may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology, are forward looking
statements. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that shall occur in the future and are based on
certain key assumptions.
Neither PureCircle nor any of Bidco or any member of the Bidco
Group, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement (including
information incorporated by reference into this announcement) shall
actually occur. Given these risks and uncertainties, potential
investors should not place undue reliance on forward looking
statements.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Bidco Group or the
PureCircle Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
PureCircle, the Bidco Group and Bidco expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
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.
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 have not been and may not be offered or sold
in the US absent registration under the Securities Act or an
available exemption from, or transaction not subject to, the
registration requirements of the Securities Act and in accordance
with any applicable securities laws of any state or other
jurisdiction of the US. There will be no public offer of the
securities of Bidco in the US.
Please refer to the Scheme Document for the restrictions
applicable to Overseas Shareholders in connection with the
Acquisition.
Publication on Website
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on PureCircle 's website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ and on
Bidco's website at www.ingredioncompany.co.uk . For the avoidance
of doubt, neither the contents of these websites nor the content of
any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPKKABBOBKDFAB
(END) Dow Jones Newswires
June 26, 2020 13:37 ET (17:37 GMT)
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