Completion of Combination Tate & Lyle and CP Kelco

Tate & Lyle PLC

15 November 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

15 November 2024

Tate & Lyle PLC

('Tate & Lyle' or the 'Company')

Completion of combination of Tate & Lyle and CP Kelco to create
a leading global speciality food and beverage solutions business

Further to the announcements of 20 June 2024 and 3 October 2024, Tate & Lyle announces that on 15 November 2024 it completed the acquisition of the entire issued share capital of (i) CP Kelco U.S.; (ii) CP Kelco China; and (iii) CP Kelco ApS together with each of their respective subsidiaries (together 'CP Kelco') a leading provider of pectin, speciality gums and other nature-based ingredients, from J.M. Huber Corporation ('Huber') (the 'Transaction').

There has been no material change affecting any matters contained in Tate & Lyle's announcements relating to the Transaction of 20 June 2024 and 3 October 2024.

Nick Hampton, Chief Executive Officer of Tate & Lyle, commented:

"Today, as we complete the combination with CP Kelco, we begin a new chapter in Tate & Lyle's long and rich history. 

We are delighted to welcome our new colleagues from CP Kelco, as well as its customers and partners to Tate & Lyle. This is an exciting time for both businesses as we come together to create a new and compelling proposition for our customers. With its unique portfolio of ingredients and solutions capabilities, and leading positions across  sweetening, mouthfeel and fortification, the combined business is perfectly positioned to support customers as they look to meet growing global consumer demand for healthier, tastier and more sustainable food and drink.

My thanks to all those who worked so tirelessly and diligently across Tate & Lyle and CP Kelco to complete this transaction.  I would also like to thank Gretchen McClain and the team at Huber for their immense contribution, and to welcome Glenn and Cláudia to the Tate & Lyle Board.

The growth potential of the new business is substantial, and we look forward to the future with great excitement and confidence."

Board changes

In accordance with the relationship agreement entered into between Tate & Lyle and Huber (the 'Relationship Agreement'), Huber is currently entitled to nominate two non-executive directors to the board of Tate & Lyle (the 'Board') with effect from the completion of the Transaction.

Tate & Lyle is pleased to announce the appointment of Glenn M. Fish, Executive Vice President & Chief Financial Officer of Huber, and Cláudia Vaz de Lestapis, Executive Vice President, General Counsel and Corporate Secretary of Huber, to the Board as non-executive directors, with effect from 15 November 2024.  For more information see Appendix 1.

Issuance of Consideration Shares to Huber

In accordance with the terms of the Transaction, the Company has issued and allotted 75,000,000 new fully paid Tate & Lyle ordinary shares to Huber (the 'Consideration Shares') as part consideration for the Transaction.

Huber is now a significant long-term shareholder of Tate & Lyle, owning approximately 16% of the Company's share capital immediately following completion of the Transaction.

Applications have been made for the Consideration Shares to be admitted to listing on the Equity Shares (Commercial Companies) Category of the Financial Conduct Authority's Official List and to trading on the London Stock Exchange's main market for listed securities ('Admission'). It is currently anticipated that Admission will occur at 08:00 (UK Time) on 18 November 2024.

Total Voting Rights

Following the issuance and allotment of the Consideration Shares, and in accordance with the FCA's Disclosure Guidance and Transparency Rules 5.6.1R and 5.6.1AR, the Company hereby notifies the market that the Company's issued share capital as at 15 November 2024 consists of 476,722,733 ordinary shares ('Ordinary Shares'), including 24,813,400¹ Ordinary Shares held in Treasury. Ordinary Shares held in Treasury do not carry any voting rights.

Therefore, following the issuance and allotment of the Consideration Shares, the total number of voting rights in the Company is 451,909,333 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Tate & Lyle under the Disclosure Guidance and Transparency Rules.

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1.   Excludes Ordinary Shares that have been, or may be, repurchased by the Company on 15 November 2024 as part of its ongoing share buyback programme.

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]

Tel: Office: [phone]

Email: [e-mail]

For Huber:

Lea Volpe

Vice President, Communications & Community Relations

Tel: Mobile: [phone]

Information on Tate & Lyle

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, fortification, and texture, we develop ingredient solutions which reduce sugar, calories, and fat, add fibre and protein, and provide texture and stability in categories including beverages, dairy, bakery, snacks, soups, sauces, and dressings.

We have more than 3,300 employees working in around 58 locations serving customers across 121 countries. Science, Solutions, Society is our brand promise and how we will achieve our purpose of Transforming Lives Through the Science of Food. By living 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. In the year to 31 March 2024, Tate & Lyle revenue from continuing operations totalled £1.65 billion.

Tate & Lyle PLC's LEI number is: 2138008K14474WPKZ244.

For more information, please visit https://www.tateandlyle.com or follow Tate & Lyle on LinkedIn, X (Twitter), Facebook or YouTube.

Information on CP Kelco

CP Kelco is a nature-based ingredient solutions company with approximately 90 years of experience working with food, beverage, consumer and industrial products manufacturers worldwide. It produces an extensive range of high-quality, plant-based and fermentation-derived ingredients to provide tailored solutions for its customers.

It is committed to providing responsibly sourced and produced ingredients for its customers with whom it collaborates closely through a global team of scientists and applications experts.  Key products include pectin, carrageenan, gellan gum, xanthan gum, diutan gum, fermentation-derived cellulose, refined locust bean gum, microparticulated whey protein concentrate and citrus fibre.

CP Kelco has a strong global talent base of around 1,700 employees working out of seven manufacturing facilities, two global innovation centres and nine regional application centres. The business is headquartered in Atlanta, Georgia, US.  CP Kelco is committed to safety, quality and sustainability, and to deliver a positive social impact.

Information on Huber

Huber, headquartered in Atlanta, Georgia (US), operates, partners and invests in a diverse portfolio of businesses. Huber operates Huber Engineered Materials, Huber Engineered Woods and Huber Resources Corp., is an invested shareholder in Tate & Lyle (LSE: TATE.L), and an investor in KaMin and timberlands in the US. 

With locations around the world, Huber's businesses create products used in a broad range of applications including personal care, food and beverage, agricultural nutrients and adjuvants, building materials, flame retardants and smoke suppressants, while also providing sustainable forestry services. Founded in 1883, Huber is one of the largest family-owned companies based in the US.

For more information, please visit www.huber.com.

Important notices

This announcement may contain certain forward-looking statements, beliefs or opinions, including statements with respect to Tate & Lyle's business, financial condition and results of operations. These forward-looking statements can be identified by the use of words such as "anticipate", "expect", "estimate", "intend", "will", "may", "project", "plan", "target" and "believe" and other words of similar meaning in connection with any discussion of future events. These statements, by their nature, involve risk, uncertainty and qualifications because they relate to events and depend upon circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements in this announcement and accordingly all such statements should be treated with caution. There can be no assurance that any particular forward-looking information will be realised, and the performance of Tate & Lyle may be materially and adversely different from the forward-looking statements. Except where otherwise stated, this announcement speaks as of the date hereof. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules), Tate & Lyle is not under any obligation and Tate & Lyle expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

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 owners of Ordinary Shares and American Depository Receipts. A copy of this announcement can be found on our website at www.tateandlyle.com. A hard copy of this statement is also available from the Company Secretary, Tate & Lyle PLC, 5 Marble Arch, London WC2B 6AT.

Except as explicitly stated, neither the content of Tate & Lyle's website (or any other website) nor any website accessible by hyperlinks on Tate & Lyle's website (or any other website) is incorporated in, or forms part of, this announcement.

APPENDIX 1

HUBER REPRESENTATIVES APPOINTED AS NON-EXECUTIVE DIRECTORS OF TATE & LYLE

Tate & Lyle is pleased to announce the appointment of Glenn M. Fish, Executive Vice President & Chief Financial Officer of Huber, and Cláudia Vaz de Lestapis, Executive Vice President, General Counsel and Corporate Secretary of Huber, to the Board as non-executive directors, with effect from 15 November 2024.

Mr Fish and Ms Vaz de Lestapis have been nominated to such positions by Huber pursuant to the Relationship Agreement which provides that Huber shall be entitled to nominate two non-executive directors of Tate & Lyle for as long as it holds at least 15% of Tate & Lyle's ordinary shares and one non-executive director of Tate & Lyle for as long as it holds at least 10% of Tate & Lyle's ordinary shares, subject in each case to adjustment for the dilutive impact of certain equity issuances by Tate & Lyle.

Mr Fish and Ms Vaz de Lestapis will not be considered independent. Subject to the terms of the Relationship Agreement, the appointment of each Huber-appointed director (each a 'Huber Director')  shall be for an initial term of three years, subject to election by the Company's shareholders at the Company's next AGM and annual re-election by the Company's shareholders at each subsequent AGM and to other customary terms and conditions.

The Huber Directors shall not be entitled to be appointed as a member of the Nomination Committee, the Audit Committee or the Remuneration Committee of the Company, but shall have the right to be invited to attend, as an observer, formal or informal meetings of the Nomination Committee, the Audit Committee and the Remuneration Committee.

The Huber Directors will not be paid fees for acting as directors of the Company, but will be reimbursed for reasonable expenses incurred in connection with their appointments, unless they cease to be employed or engaged by Huber or any of its affiliates, in which case they shall be entitled to the same fees as Tate & Lyle's existing non-executive directors.

Details of the Huber Directors' appointments to the Board can be found in Appendix 3 - 1 Directors' service contracts in the announcement of 'Further information regarding proposed combination of Tate & Lyle and CP Kelco to create a leading global speciality food and beverage solutions business', published on 3 October 2024.

Other than as disclosed above, no other information is required to be disclosed pursuant to paragraph 6.4.8R of the Listing Rules in respect of either appointment.

 

END