TIDMTATE
RNS Number : 6142L
Tate & Lyle PLC
13 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
13 September 2021
Tate & Lyle PLC
("Tate & Lyle")
Publication of Circular and Notice of General Meeting
On 12 July 2021, Tate & Lyle announced that it had entered
into an agreement to sell a controlling stake in a new company and
its subsidiaries which will hold Tate & Lyle's Primary Products
business in North America and Latin America and its interests in
the Almidones Mexicanos S.A de C.V and DuPont Tate & Lyle
Bio-Products Company, LLC joint ventures, to Gemini Holdings, LP,
an affiliate of funds managed by KPS Capital Partners, LP (such
sale together with the entry into of certain related transaction
agreements being the "Transaction").
The Transaction constitutes a Class 1 transaction for Tate &
Lyle under the Listing Rules and is conditional upon, amongst other
things, the approval of Tate & Lyle's ordinary shareholders at
a general meeting.
Tate & Lyle is pleased to announce that it has today
published a circular in relation to (amongst other things) the
Transaction (the "Circular"), having received approval from the
Financial Conduct Authority.
The Circular also seeks the approval by Tate & Lyle's
ordinary shareholders of an amendment to the Company's remuneration
policy. Such resolution is separate to (and not inter-conditional
with) the approval of Tate & Lyle's ordinary shareholders that
is sought in connection with the Transaction.
The Circular contains further details of these matters as well
as a notice convening a general meeting of the holders of ordinary
shares in Tate & Lyle to be held at Hilton London Heathrow
Airport T4, Terminal 4, Hounslow, TW6 3AF, GB at 10.30 a.m. on 30
September 2021 (the "Notice of General Meeting").
Printed copies of the Circular will be posted today to Tate
& Lyle's ordinary shareholders and any other person entitled to
receive a copy (other than those who have elected for, or who have
been deemed to have elected for, notification by electronic
communication).
A copy of the Circular and certain other documents in relation
to the Transaction are available for inspection on Tate &
Lyle's website at www.tateandlyle.com.
A copy of the Circular (containing the Notice of General
Meeting) has been submitted to the National Storage Mechanism,
where it will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Citigroup is acting as sponsor to Tate & Lyle in connection
with the Transaction.
Tate & Lyle's Legal Entity Identifier is
2138008K14474WPKZ244
For more information contact:
For Tate & Lyle PLC
Investors and analysts
Christopher Marsh, VP Investor Relations
Tel: Mobile: +44 (0) 7796 192 688
Media
Nick Hasell, FTI Consulting
Tel: Mobile: +44 (0) 7825 523 383
Citigroup (Sponsor to Tate & Lyle)
(Joint Lead Financial Adviser, Sole Sponsor and Joint Corporate
Broker to Tate & Lyle)
+44 207 986 4000
Andrew Seaton
Jan Skarbek
David Fudge
Christopher Wren
Ondra LLP
(Joint Lead Financial Adviser to Tate & Lyle)
+44 207 082 8750
Michael Tory
Mark Todd
Greenhill
(Financial Adviser to Tate & Lyle)
+44 207 198 7400
Seamus Moorhead
David Wyles
BofA Securities
(Financial Adviser to Tate & Lyle and Joint Corporate
Broker)
+44 207 628 1000
Tim Waddell
Oliver Elias
Information on Tate & Lyle
Tate & Lyle is a leading global provider of food and
beverage ingredients and solutions. Supported by our 160-year
history of ingredient innovation, we partner with customers to
provide consumers with healthier and tastier choices when they eat
and drink. We are proud that millions of people around the world
consume products containing our ingredients every day.
Through our expertise in sweetening, mouthfeel and fibre
fortification, our Food & Beverage Solutions business develops
solutions which reduce sugar, calories and fat, add fibre, and
provide texture and stability in categories including beverages,
dairy, bakery, soups, sauces and dressings. Our Primary Products
business produces nutritive sweeteners, industrial starches used in
paper and packaging, acidulants and products used for animal
nutrition.
Tate & Lyle's purpose is Improving Lives for Generations and
through our purpose we believe we can successfully grow our
business and have a positive impact on society. We live our purpose
in three ways, by supporting healthy living, building thriving
communities and caring for our planet.
Tate & Lyle is listed on the London Stock Exchange under the
symbol TATE.L. American Depositary Receipts trade under TATYY. For
more information, please visit http://www.tateandlyle.com or follow
Tate & Lyle on Twitter or LinkedIn.
Important notices
Citigroup Global Markets Limited ("Citigroup"), which is
authorised in the UK by the Prudential Regulation Authority and
regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting as financial adviser and
sponsor for the Company and for no one else in connection with the
Transaction and other matters described in this announcement, and
will not be responsible to anyone other than Tate & Lyle for
providing the protections afforded to clients of Citigroup nor for
providing advice in connection with the Transaction or any other
matters referred to in this announcement. Neither Citigroup 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, in tort, in delict, under
statute or otherwise) to any person who is not a client of
Citigroup in connection with this announcement, any statement
contained herein, the Transaction or otherwise.
Ondra LLP ("Ondra"), which is authorised and regulated in the UK
by the Financial Conduct Authority, is acting as financial adviser
for Tate & Lyle and for no one else in connection with the
Transaction and other matters described in this announcement, and
will not be responsible to anyone other than Tate & Lyle for
providing the protections afforded to clients of Ondra nor for
providing advice in connection with the Transaction or any other
matters referred to in this announcement. Neither Ondra 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, in tort, in delict, under
statute or otherwise) to any person who is not a client of Ondra in
connection with this announcement, any statement contained herein,
the Transaction or otherwise.
Greenhill & Co. International LLP ("Greenhill"), which is
authorised and regulated in the UK by the Financial Conduct
Authority, is acting as financial adviser to Tate & Lyle and
for no one else in connection with the Transaction and other
matters described in this announcement, and will not be responsible
to anyone other than Tate & Lyle for providing the protections
afforded to clients of Greenhill nor for providing advice in
connection with the Transaction or any other matters referred to in
this announcement. Neither Greenhill 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, in tort, in delict, under
statute or otherwise) to any person who is not a client of
Greenhill in connection with this announcement, any statement
contained herein, the Transaction or otherwise.
Merrill Lynch International ("BofA Securities"), is acting
exclusively for the Board of Tate & Lyle in connection with the
Transaction and other matters described in this announcement and
for no one else and will not be responsible to anyone other than
the Board of Tate & Lyle for providing the protections afforded
to its clients or for providing advice in relation to the
Transaction or other matters described in this announcement.
This announcement is not intended to, and does not constitute or
form part of, and should not be construed as, any offer,
invitation, solicitation or recommendation of an offer to purchase,
sell, subscribe for or otherwise dispose of or acquire any
securities or the solicitation of any vote or approval in any
jurisdiction and neither the issue of the information nor anything
contained herein shall form the basis of or be relied upon in
connection with, or act as an inducement to enter into, any
investment activity. No shares are being offered to the public by
means of this announcement. This announcement does not constitute
either advice or a recommendation regarding any securities, or
purport to contain all of the information that may be required to
evaluate any investment in Tate & Lyle or any of its securities
and should not be relied upon to form the basis of, or be relied on
in connection with, any contract or commitment or investment
decision whatsoever. Past performance is not an indication of
future results and past performance should not be taken as a
representation that trends or activities underlying past
performance will continue in the future.
Shareholders are advised to carefully read the Circular. Any
response to the Transaction should be made only on the basis of the
information in the Circular. If you are in any doubt as to what
action you should take in relation to this announcement or the
Circular, you are recommended to seek your own personal financial
advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000, or from another
appropriately authorised independent financial adviser.
The distribution of this announcement in jurisdictions in or
from certain jurisdictions may be restricted or prohibited by the
laws of any jurisdiction other than the United Kingdom. Recipients
are required to inform themselves of, and comply with, all
restrictions or prohibitions in such other jurisdictions. Any
failure to comply with applicable requirements may constitute a
violation of the laws and/or regulations of other such
jurisdiction.
This announcement has been prepared for the purposes of
complying with the applicable law and regulation of the United
Kingdom (including the Listing Rules and the Disclosure Guidance
and Transparency Rules) 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 and
regulations of any jurisdiction outside of the United Kingdom.
This announcement is being distributed to all holders of the
Company's ordinary shares and American Depository Receipts. A copy
of this announcement can be found on our website at
www.tateandlyle.com.
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END
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September 13, 2021 11:29 ET (15:29 GMT)
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