TIDMPURE
RNS Number : 2631N
Ingredion Incorporated
18 May 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 May 2020
RECOMMED CASH ACQUISITION
of
PureCircle Limited
by
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
United States Hart-Scott-Rodino Clearance
PureCircle Limited (LSE: PURE) ("PureCircle") and Ingredion SRSS
Holdings Limited ("Bidco"), a wholly owned subsidiary of Ingredion
Incorporated, are pleased to announce that PureCircle received
notice from the Federal Trade Commission of the United States of
America on 14 May 2020 that its request for early termination of
the waiting period in relation to the Acquisition under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
was granted.
Publication of Scheme Document
Further to the announcement of 7 May 2020 in relation to the
dispatch date for the Scheme Document (as defined below),
PureCircle and Bidco are pleased to announce that the scheme
document containing the full terms and conditions of the
Acquisition (the "Scheme Document"), together with the related
Forms of Proxy, the Forms of Instruction and the Form of Election,
have been sent to PureCircle's Shareholders today, and, for
information only, to persons with information rights and holders of
awards under the PureCircle Share Plans and awards under the
Loyalty Plan, as well to PureCircle's CEO in connection with the
part of his salary that he is due to receive in PureCircle
Shares.
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 its 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 recommend unanimously that
PureCircle Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting 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 921,714 PureCircle Shares
representing, in aggregate, approximately 0.5 per cent. of the
share capital of PureCircle in issue on the Last Practicable
Date.
Any capitalised terms used but not defined in this announcement
have the meaning given to such terms in the Scheme Document.
The Scheme Document will be made available on PureCircle's
website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ and on
Bidco's website at www.ingredioncompany.co.uk and sets out amongst
other things, an explanatory statement, full terms and conditions
of the Scheme, an expected timetable of principal events, notices
of the Court Meeting and the General Meeting and details of the
actions to be taken by PureCircle's Shareholders, as well as risk
factors in relation to the Bidco Shares, a procedure for electing
the Share Alternative and a Rule 24.11 valuation letter estimating
the value of the Bidco B Shares.
Copies of the Scheme Document will be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM .
Action Required
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair representation of Scheme Shareholders' opinion. Scheme
Shareholders are therefore strongly encouraged to complete, sign
and return their Forms of Proxy, Forms of Instruction, or to submit
their electronic voting instructions through CREST or the Online
Proxy Voting Service (as applicable), as soon as possible.
In order to become Effective, the Scheme must be approved by a
majority in number of eligible Scheme Shareholders representing at
least 75 per cent. in nominal value of the PureCircle Shares held
by the Scheme Shareholders present and voting (either in person or
by proxy) at the Court Meeting. Implementation of the Scheme also
requires the passing of the Resolutions by the requisite majority
of Scheme Shareholders at the General Meeting, to be held
immediately after the Court Meeting.
The Scheme is also subject to the satisfaction or (where
applicable) waiver of the Conditions and further terms set out in
the Scheme Document. 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 entitled to withdraw the Acquisition.
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. These Meetings will be held at the offices
of PureCircle at 12th Floor, West Wing, Rohas PureCircle, 9 Jalan
P. Ramlee, 50250 Kuala Lumpur, Malaysia, on 18 June 2020. The Court
Meeting will start at 9.00 a.m. (London time) / 4.00 p.m. (Malaysia
time) and the General Meeting will start at 9.15 a.m. (London time)
/ 4.15 p.m. (Malaysia time) or, if later, as soon as the Court
Meeting has been concluded or adjourned.
PureCircle Shareholders should read the Scheme Document and the
documents incorporated by reference into it in their entirety
before making a decision with respect to the Scheme.
Shareholder Helpline
A Shareholder Helpline is available. If PureCircle Shareholders
have any questions relating to the completion and return of the
Forms of Proxy, the Forms of Instruction, the Form of Election, the
online Computershare portal or the CREST Electronic Voting Service,
please call the Shareholder Helpline on +44 (0) 370 707 4040 which
is charged at the standard geographic rate and will vary by
provider.
Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday (excluding public holidays in the UK). Calls may be
recorded and monitored for security and training purposes. The
operators of the Shareholder Helpline cannot provide advice on the
Acquisition or give any financial, tax, investment or legal
advice.
The global COVID-19 pandemic is restricting the ability of
PureCircle and Computershare to issue and post hard copy documents
in the usual way. As a result, no copies of the Scheme Document
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.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out below. Subject
to approval at the Court Meeting, receipt and filing of the Court
sanction and the satisfaction or waiver of the Conditions set out
in the Scheme Document, the Scheme is expected to 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/ .
Expected Timetable O f Principal Events
The dates given are based on PureCircle's current expectations
and may be subject to change. All times shown below are London
times unless otherwise stated.
Event Time and/or date
Announcement of the Acquisition 9 April 2020
Publication of the Scheme Document 18 May 2020
-----------------------------
Scheme Voting Record Time for the Court 6.00 p.m. (London time)
Meeting and General Meeting / 2.00 p.m. (Bermuda
time) on 15 June 2020(1)
-----------------------------
Latest time for receipt of Forms of Instruction
for:
-----------------------------
9.00 a.m. (London time)
* Court Meeting (BLUE form) / 5.00 a.m. (Bermuda
time) on 15 June 2020
-----------------------------
9.15 a.m. (London time)
* General Meeting (WHITE form) / 5.15 a.m. (Bermuda
time) on 15 June 2020
-----------------------------
Latest time for receipt of Forms of Proxy
for:
-----------------------------
9.00 a.m. (London time)
* Court Meeting (BLUE form) / 5.00 a.m. (Bermuda
time) on 16 June 2020(2)
-----------------------------
9.15 a.m. (London time)
* General Meeting (WHITE form) / 5.15 a.m. (Bermuda
time) on 16 June 2020(3)
-----------------------------
Court Meeting 9.00 a.m. (London time)
/ 5.00 a.m. (Bermuda
time) / 4.00 p.m. (Malaysia
time) on 18 June 2020
-----------------------------
General Meeting 9.15 a.m. (London time)
/ 5.15 a.m. (Bermuda
time) / 4.15 p.m. (Malaysia
time) on 18 June 2020(4)
-----------------------------
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(5)
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(6)
-----------------------------
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 (7)
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(8)
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 pm (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) If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time for the adjourned meeting
will be 6.00 p.m. (London time) / 2.00 p.m. (Bermuda time) on the
date which is three Business Days before the date fixed for the
adjourned meeting.
2) If the BLUE Form of Proxy for the Court Meeting is not
received, by 9.00 a.m. (London time) / 5.00 a.m. (Bermuda time) on
16 June 2020, it may be handed to the Chairman at the Court Meeting
at any time before commencing the poll and still be valid, subject
to any access restrictions due to the COVID-19 pandemic.
3) The WHITE Form of Proxy for the General Meeting must be
received by 9.15 a.m. (London time) / 5.15 a.m. (Bermuda time) on
16 June 2020 in order for it to be valid or, if the General Meeting
is adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned meeting. WHITE Forms of Proxy may NOT be
handed to the Chairman of the General Meeting
4) The General Meeting will commence at 9.15 a.m. (London time)
/ 5.15 a.m. (Bermuda time) / 4.15 p.m. (Malaysia time) on 18 June
2020 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
5) 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.
6) 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.
7) In any event, within 14 days of the Effective Date.
8) 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 (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made)
which, together with the forms of proxy, forms of instruction and
form of election, shall contain the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
England and Wales.
PureCircle and Bidco shall prepare the Scheme Document to be
distributed to PureCircle Shareholders. PureCircle and Bidco urge
PureCircle Shareholders to read the Scheme Document when it becomes
available because it will contain important information relating to
the Acquisition.
Cautionary Note Regarding Forward-looking Statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by PureCircle,
Ingredion, 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.
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.
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 shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction, and persons receiving this announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from any such jurisdictions where to do so
would violate the laws of that jurisdiction.
Nothing in this announcement is intended to, and does not,
constitute or form any part of an offer for sale or subscription or
any solicitation for any offer to purchase or subscribe for any
securities, or the solicitation of any votes attaching to
securities which are the subject of the Acquisition in any
jurisdiction in which such offer or solicitation is unlawful.
This announcement has not been, and will not be, registered as a
prospectus under the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the
"C(WUMP)O"). The issue of this announcement has also not been and
will not be authorised under the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) (the "SFO"). No action has been taken
in Hong Kong to authorise or register this announcement or to
permit the distribution of this announcement or any documents
issued in connection with it.
The Bidco Shares have not been and will not be offered or sold
in Hong Kong by means of any document, other than (i) to
"professional investors" (as defined in the SFO and any rules made
under the SFO) or (ii) in other circumstances that do not result in
this announcement being a "prospectus" (as defined in the C(WUMP)O)
or that do not constitute an offer to the public within the meaning
of the C(WUMP)O.
No advertisement, invitation or document relating to the Bidco
Shares has been or will be issued, or has been or will be in the
possession of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to the Bidco Shares that are or are intended to
be disposed of only to persons outside Hong Kong or only to
"professional investors" (as defined in the SFO and any rules made
under the SFO). No person allotted with the Bidco Shares may sell,
or offer to sell, such securities in circumstances that amount to
an offer to the public of Hong Kong within six months following the
date of issue of such securities.
The contents of this announcement have not been reviewed by any
regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the offer. If you are in doubt about any
contents of this announcement, you should obtain independent
professional advice.
The Acquisition shall be subject to the applicable requirements
of the Listing Rules, the London Stock Exchange and the Financial
Conduct Authority.
Additional Information for US Investors
The Acquisition relates to shares of a Bermuda incorporated
company and is proposed to be effected by means of a scheme of
arrangement under the laws of Bermuda. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange
Act.
Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the US absent
registration under the Securities Act or an available exemption
from, or transaction not subject to, the registration requirements
of the Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the US. There
will be no public offer of the securities of Bidco in the US.
Please refer to the Acquisition Announcement and the Scheme
Document, when published, for the restrictions applicable to
Overseas Shareholders in connection with the Acquisition.
Publication on Website
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on PureCircle 's website at
www.purecircle.com/about-purecircle/offer-for-purecircle/ and on
Bidco's website at www.ingredioncompany.co.uk . For the avoidance
of doubt, neither the contents of these websites nor the content of
any website accessible from hyperlinks is incorporated into or
forms part of this announcement.
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
STRFLFSREFITLII
(END) Dow Jones Newswires
May 18, 2020 12:45 ET (16:45 GMT)
Purecircle (LSE:PURE)
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Purecircle (LSE:PURE)
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