Circular re. KPS Partnership

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: [phone]

Media

Nick Hasell, FTI Consulting

Tel: Mobile: [phone]

Citigroup (Sponsor to Tate & Lyle)

(Joint Lead Financial Adviser, Sole Sponsor and Joint Corporate Broker to Tate & Lyle)

[phone]

Andrew Seaton

Jan Skarbek

David Fudge

Christopher Wren

Ondra LLP

(Joint Lead Financial Adviser to Tate & Lyle)

[phone]

Michael Tory

Mark Todd

Greenhill

(Financial Adviser to Tate & Lyle)

[phone]

Seamus Moorhead

David Wyles

BofA Securities

(Financial Adviser to Tate & Lyle and Joint Corporate Broker)

[phone]

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.

 

END

 

 

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