Proposed Cancellation&Repayment Preference Shares

RNS Number : 8879O

Tate & Lyle PLC

15 June 2022

 

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 June 2022

Tate & Lyle PLC

("Tate & Lyle")

Proposed Cancellation and Repayment of 6½ per cent. Cumulative Preference Shares

Tate & Lyle is proposing to reduce its share capital through the cancellation and repayment of its 6½ per cent. cumulative preference shares (the " Preference Shares " and the " Reduction ", respectively). The Reduction will require the approval of Tate & Lyle's shareholders, as well as confirmation by the High Court.

In connection with the Reduction, Tate & Lyle expects to return £1.00 per Preference Share (being the nominal value of, and amount paid-up on, each Preference Share) together with all arrears and/or accruals of the fixed cumulative dividend to the date of the repayment. This amount corresponds with the entitlement of holders of Preference Shares under Tate & Lyle's articles of association. Such amount is expected to include the full accrued entitlement to the 3.25 per cent. dividend on the Preference Shares that is payable on 30 September 2022 to holders of Preference Shares as at the relevant record date.

As at the close of business on 14 June 2022, Tate & Lyle had in issue 2,394,000 Preference Shares. The Preference Shares are considered by the Board to be surplus to Tate & Lyle's requirements. The costs of administering the Preference Shares and maintenance of the register are disproportionate to the value of the Preference Shares as capital of Tate & Lyle and they are also an inefficient form of finance in the current environment.

The Preference Shares are admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities with ISIN number GB0008754466. The terms of the Preference Shares are set out in Tate & Lyle's articles of association.

Expected procedure

As noted above, the Reduction (and certain related matters) is subject to the approval of the holders of Preference Shares and ordinary shares in the capital of Tate & Lyle, jointly by way of special resolution, at a general meeting of Tate & Lyle's shareholders, as well as confirmation by the High Court.

The requisite shareholder approvals are expected to be sought at Tate & Lyle's 2022 annual general meeting. If the requisite resolutions are duly passed by Tate & Lyle's shareholders at such meeting, it will be necessary for an application to be made to the High Court for confirmation of the Reduction in order to implement the cancellation of the Preferences Shares. Assuming that the High Court confirms the Reduction and the Reduction becomes effective, repayment of amounts due to holders would then be made. The listing of the Preference Shares on the London Stock Exchange would also be cancelled.

Next steps

The notice convening the 2022 annual general meeting (the " Notice "), outlining further details in relation to the Reduction and containing the relevant resolutions to be proposed to Tate & Lyle's shareholders, is expected to be distributed to Tate & Lyle's shareholders in due course. Further announcements in relation to the Reduction, including the principal times and dates in connection therewith, will be made by Tate & Lyle through a regulatory information service in due course as appropriate.

This announcement is intended to satisfy the requirements of Listing Rule 9.6.4.

For more information contact:

Investors and analysts

Christopher Marsh, VP Investor Relations

Tel - Mobile: [phone]

The person responsible for making this announcement on behalf of Tate & Lyle is Claire-Marie O'Grady, Company Secretary.

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

We have more than 3,500 employees working in around 60 locations across 30 countries. Tate & Lyle's purpose is Transforming Lives Through the Science of Food 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. In the year ended 31 March 2022, Tate & Lyle's revenue from continuing operations totaled £1.4 billion. For more information, please visit http://www.tateandlyle.com or follow Tate & Lyle on Twitter or LinkedIn.

Tate & Lyle's LEI number is: 2138008K14474WPKZ244

Important notes

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 Notice, once available. Any response to the Reduction should be made only on the basis of the information in the Notice. If you are in any doubt as to what action you should take in relation to this announcement or in connection with the Reduction, 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 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 shareholders in Tate & Lyle. A copy of this announcement can be found on our website at www.tateandlyle.com.

 

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