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PureCircle Limited (PURE)

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Tuesday 14 January, 2020

PureCircle Limited

Notice of AGM and Company Update

RNS Number : 7955Z
PureCircle Limited
14 January 2020
 

 

 

Notice of AGM and Company Update

 

PureCircle (LSE: PURE), the world's leading producer and innovator of great-tasting stevia sweeteners for the global food and beverage industry, announces that it has today published a notice of its 2019 Annual General Meeting ("AGM").

 

The Company's AGM will be held at the offices of PureCircle at 12th Floor, West Wing, Rohas PureCircle, No. 9, Jalan P. Ramlee, 50250 Kuala Lumpur on 10 February 2020 at 9.00 a.m. (UTC/GMT+8).

 

The AGM notice has been submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/nsm and from the Company's website, at www.purecircle.com/investors 

 

Under the Bermuda Companies Act 1981 and the Company's Bye-laws, shareholders (individually or together), holding not less than 10% of the Company's paid up share capital and duly qualified to attend and vote at the forthcoming AGM, can nominate a person for election as a Director by depositing nomination papers with the Company's registered office.

Certain shareholders of the Company (in aggregate representing 11.16%, 13.24% and 16.56% of the total voting shares in the Company, together the "Nominating Shareholders") have submitted nomination papers in respect of the following persons to be elected as Directors (the "Proposed Directors") (each of whom have confirmed their willingness to be appointed as directors).

The Proposed Directors are Mr. Sridhar Krishnan, Mr. Lai Hock Meng and Mr. Olivier Maes. Their biographical details are provided below. The Nominating Shareholders each consider that the proposed nominees have the requisite individual skills, experience and attributes to be elected as a Director of the Company.

The Company proposes to seek approval from its shareholders, to appoint the proposed Directors, whose term shall commence from the close of the forthcoming AGM, on 10 February 2020.

Additionally, given that the Company's audit process is still ongoing, the Company's audited accounts in respect of the financial year ended 30 June 2019, together with the Directors' report and the Auditors' report thereon and any related matters (including the appointment of auditors), shall be put forth for election by shareholders to be received and adopted at a later date via an adjournment of the AGM. This will to be held on a date no later than 90 days from 10 February 2020.

Further details of the meeting and resolutions are included in the Notice of AGM.

John Slosar, Chairman and interim Group CEO said, "The existing Directors have considered and assessed the proposed Directors and believe that the Board will continue to maintain a balance of knowledge and skills. Your Board unanimously recommends that Shareholders vote in favour of all the resolutions including resolutions to elect the proposed Directors, to be put forth at the coming AGM."

UK Corporate Governance Code ("the Code") provides that the Board should identify the directors it considers to be independent, and should state its reasons if it determines that a Director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the Director represents a significant shareholder.

Whilst the proposed Directors are nominated by the Nominating Shareholders, there exists no business relationship between each of the proposed Directors and the Nominating Shareholders. The Board considers Sridhar Krishnan and Olivier Maes to be independent in character and judgement. The Board agrees that Sridhar will be a good cultural fit and will broaden the diversity of the Board membership.  Sridhar has extensive experience in the agri-commodity industry whilst Olivier brings with him a strong background in the Fast Moving Consumer Goods industry. The Board will continue to monitor the independence of each of its Independent Directors, as part of the Company's Board performance evaluation.

Sridhar Krishnan, independent non-executive director

Mr. Sridhar Krishnan is currently serving in an advisory capacity to organizations covering a cross section of industries.  His 44 years of global experience extends to various industries such as the textile and agri-commodity industries.  Mr. Krishnan's executive tenure was largely spent in Olam International Limited ("Olam") where he was an Executive Director on its Board from 1998 to 2013.  Across his 25 years with Olam, he has held several senior positions including being the Global Product Head for several businesses, being a member of the Executive Committee, held the role of a Regional Head responsible for Olam's operations in Australia, Asia, and North, South and Central America and Russia, as well as overseeing the Corporate Communications, Insurance and Administration functions.

He holds a Bachelor's degree in Commerce and is a postgraduate in Business Management from a leading business school in India.

No other information is required to be disclosed under LR 9.6.13 of the Listing Rules of the Financial Conduct Authority in relation to Mr. Krishnan.

Lai Hock Meng, Peter, non-independent non-executive director

Mr. Lai Hock Meng brings with him a wealth of experience from the financial industry and corporate governance good practices. Chairman of HML Consulting Group, he held various senior management positions in banking institutions including Morgan Grenfell Asia & Partners Securities, SocGen Crosby Securities, Citigroup Private Bank and OCBC Private Bank.

He has sat on more than 20 boards of listed companies in Singapore, Hong Kong, Malaysia and United Kingdom over the past 20 years, mainly as chairman of audit committee covering an extensive range of industries. Currently, Mr. Lai is an executive director of Riverside Asia Partners Pte Ltd, and a non-executive director of Tee International Limited. 

Mr. Lai has had significant experience working with the Company having been a previous independent non-executive director of the Company's Board during the period June 2008 to March 2017.

Mr. Lai is a Chartered Financial Analyst from the CFA Institute, USA and holds a BA (Honours) degree majoring in Economics from Cambridge University UK.

Mr. Lai is the advisor to the Board for matters relating to China and is the Chairman and Legal Representative of one of the Company's subsidiaries in China. He receives remuneration for his additional role in the Company.

A list of Mr. Lai's directorships in other publicly listed companies over the past five years is included in the appendix to this announcement.

 

No other information is required to be disclosed under LR 9.6.13 of the Listing Rules of the Financial Conduct Authority in relation to Mr. Lai.

 

Olivier Maes, independent non-executive director

Mr. Olivier Maes has more than 25 years of experience in the FMCG markets. He formerly held CEO positions for Campofrio Food Group, Danone Group, Kraft Group and Lactalis Group. He has spent most of his professional career within Danone Group where he held leadership roles including as CEO of LU Benelux in Belgium and Netherlands (now Mondelez Benelux after merger with Kraft Benelux) and CEO of biscuits and snacks ASEAN zone.

He is currently Executive Chairman of Haudecoeur SAS, the number one French exotic dry food and CEO of Oak Grove International, a company he founded specialising in providing consultancy to owners, leaders of businesses in the FMCG market.

Mr. Maes has had significant experience working with the Company having been a previous independent non-executive director of the Company's Board during the period September 2007 to March 2016.

Mr. Maes holds an MBA from Ecole des Hautes Etudes Commerciales (MBA HEC) Paris.

If elected by shareholders, Mr. Maes will be re-joining the Company after his retirement from the Board in March 2016. During the period from his retirement in 2016 until now which is almost 4 years, there exist no business relationship between Mr. Maes and the Company, directly or indirectly.

A list of Mr. Maes's directorship in other publicly listed companies over the past five years is included in the appendix to this announcement.

No other information is required to be disclosed under LR 9.6.13 of the Listing Rules of the Financial Conduct Authority in relation to Mr. Maes.

 

Appendix - List of directorship in other publicly listed companies over the past five years

 

Lai Hock Meng

Position 

Full Company Name 

Country of Incorporation 

If listed, exchange that it is listed on 

Principal Activity 

Current Directorship

Independent Non Executive Director

Tee International Ltd

Singapore

SGX

Investment holding and property investment and development

Previous Directorships (last 5 yrs)

Independent Non Executive Director

Delong Holdings Ltd

Singapore

SGX

Steel Manufacturing

Independent Non Executive Director

Dragon Group International Ltd

Singapore

SGX

Investment Holding Company

Independent Non Executive Director

Transcorp Holdings Limited

Singapore

SGX

Investment Holding Company

Executive Director & CEO

EC World Asset Management Pte Ltd

Singapore

SGX

Real Estate Investment Trust

Independent Non Executive Director

PureCircle Ltd

Bermuda

LSE

Investment Holdings

Independent Non Executive Director

ASTI Holdings Limited

Singapore

SGX

Electronics Manufacturer

Independent Non Executive Director

CFM Holdings Limited

Singapore

SGX

Consumer Electronics Metal Stamping

Executive Director & CEO

Success Dragon International Holdings

(f.k.a.  C Y Foundation Group Limited)

Bermuda

HKSE

Manufacturing of Packaging Products and Management of Electronic Gaming Equipment

Independent Non Executive Director

China Oilfield Technology Services Group Ltd

Cayman Islands

SGX

Oil Equipment & Services

Independent Non Executive Director

China Essence Group Ltd

Cayman Islands

SGX

Potato Starch Manufacturer

 

 

Olivier Maes

 

Position 

Full Company Name 

Country of Incorporation 

If listed, exchange that it is listed on 

Principal Activity 

Current Directorships

N/A

N/A

N/A

N/A

N/A

Previous Directorships (last 5 yrs)

Independent Non Executive Director

PureCircle Limited

Bermuda

LSE

Investment holding

 

 

14 January 2020

 

Enquiries:

 

James Ritchie, Chief Restructuring Officer and Interim CFO

Phone: +603 2166 2206

 

Newgate Communications, Media Relations

Elisabeth Cowell

Giles Croot

Email: [email protected]

Phone: +44 (0) 20 3757 6880

 

Notes to Editors

 

About PureCircle

·      PureCircle is the only company that combines advanced R&D with full vertical integration from farm to high-quality, great-tasting innovative stevia sweeteners.

·      The Company collaborates with farmers who grow the stevia plants and with food and beverage companies which seek to improve their low- and no-calorie formulations using a sweetener from plants.

·      PureCircle will continue to: lead in research, development and innovation; produce a growing supply of multiple varieties of stevia sweeteners with sugar-like taste, using all necessary and appropriate methods of production; and be a resource and innovation partner for food and beverage companies.

·      PureCircle stevia flavor modifiers work in synergy with sweeteners to improve the taste, mouthfeel and calorie profile, and enhance the cost effectiveness, of beverage and food products.

·      Founded in 2002, PureCircle is continually investing in breakthrough research and development and it has been granted over 214 stevia-related patents with more than 300 applied for patents pending.

·      PureCircle has offices around the world with the global headquarters in Chicago, Illinois.

·      To meet growing demand for stevia sweeteners, PureCircle is rapidly ramping up its supply capability. It completed expansion of its Malaysian stevia extract facility in March 2017, increasing its capacity to rapidly supply the newer and great-tasting specialty stevia sweeteners and helping provide ever-increasing value to its customers.

·      PureCircle's shares are listed on the main market of the London Stock Exchange.

·      For more information, visit: www.purecircle.com

 

 

About stevia

·      Given the growing global concerns about obesity and diabetes, beverage and food companies are working responsibly to reduce sugar and calories in their products, responding to both consumers and health and wellness advocates. Sweeteners from the stevia plant offer sugar-like taste and are becoming an increasingly important tool for these companies.

·      Like sugar, stevia sweeteners are from plants. But unlike sugar, they enable low-calorie and zero-calorie formulations of beverages and foods.

·      Stevia leaf extract is a natural-based, zero calorie, high-intensity sweetener, used by global food and beverage companies as a great-tasting zero-calorie alternative to sugar and artificial sweeteners.

·      Stevia is a naturally sweet plant native to South America; today, it is grown around the world, notably in Kenya, China and the US.

·      The sweet-tasting parts of the stevia leaf are up to 350 times sweeter than sugar: stevia's high-intensity sweetness means it requires far less water and land than sugar.

·      Research has shown that the molecules of the stevia leaf are present and unchanged in the dried stevia leaf, through the commercial extraction and purification process, and in the final stevia leaf extract product. All major global regulatory organisations, across 65 countries, have approved the use of high-purity stevia leaf extracts in food and beverages.

·      For more information on the science of stevia, please visit https://www.purecirclesteviainstitute.com/

 

 

 

 

 

 


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