Ingredion Incorporated Results of Court Meeting and General Meeting (4315Q)

TIDMPURE

RNS Number : 4315Q

Ingredion Incorporated

18 June 2020

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

18 June 2020

RECOMMED CASH ACQUISITION

of

PureCircle Limited ("PureCircle")

by

Ingredion SRSS Holdings Limited ("Bidco")

a newly formed company wholly owned by Ingredion Incorporated ("Ingredion")

to be effected by means of a scheme of arrangement

under section 99 of the Bermuda Companies Act 1981

Results of the Court Meeting and the General Meeting held on 18 June 2020

The board of directors of each of PureCir cle and Ingredion are pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition of the entire issued and to be issued share capital of PureCircle by Bidco (the "Acquisition") to be implemented by means of a scheme of arrangement under the provisions of section 99 of the Bermuda Companies Act (the "Scheme") all resolutions proposed (details of which are set out in the notices of the Meetings contained in Appendix X and Appendix XI of the Scheme Document) were passed by the requisite majorities:

-- at the Court Meeting, a majority in number of eligible Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in nominal value of the PureCircle Shares held by those Scheme Shareholders, approved the Scheme; and

-- at the General Meeting, PureCircle Shareholders passed special resolutions to, among other things, amend PureCircle's Bye-laws in connection with the Scheme and authorise the PureCircle Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and implement the PureCircle Equity Injection. PureCircle Shareholders also passed an ordinary resolution to approve any reduction of capital of the Company as a result of the cancellation of the Scheme Shares .

At the Scheme Voting Record Time, PureCircle had 184,564,254 PureCircle Shares in issue, with a nominal value of US$0.10 each, all of which were credited as fully paid. The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

Capitalised terms used this announcement, unless otherwise defined, have the meanings given to them in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the vote, taken on a poll, at the Court Meeting on 18 June 2020. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Scheme Voting Record Time. Therefore, in respect of the Court Meeting, the total number of voting rights in PureCircle as at the Scheme Voting Record Time was 184,564,254.

 
          No. of Scheme  % of Scheme    No. of Scheme  % of Scheme    No. of Scheme Shares 
           Shareholders   Shareholders   Shares voted   Shares voted   voted as a % of 
           who voted      who voted                                    the Scheme Shares 
                                                                       eligible to be 
                                                                       voted at the Court 
                                                                       Meeting 
FOR       50             96.15%         150,469,892    99.98%         81.53% 
          -------------  -------------  -------------  -------------  -------------------- 
AGAINST   2              3.85%          37,005         0.02%          0.02% 
          -------------  -------------  -------------  -------------  -------------------- 
TOTAL     52             100.00%        150,506,897    100.00%        81.55% 
          -------------  -------------  -------------  -------------  -------------------- 
 

Note - percentages are rounded down to the nearest two decimal places

Accordingly, the resolution proposed at the Court Meeting was duly passed by the requisite majority.

Voting results of the General Meeting

The table below sets out the results of votes, each taken on a poll, at the General Meeting on 18 June 2020. Each holder of PureCircle Shares present in person or by proxy, was entitled to one vote for each PureCircle Share held as at the Scheme Voting Record Time. Therefore, in respect of the General Meeting, the total number of voting rights in PureCircle as at the Scheme Voting Record Time was 184,564,254.

 
              FOR(1)                      AGAINST                  TOTAL                                   WITHHELD(2) 
Resolution    No. of       % of Shares    No. of   % of Shares     No. of       % of Shares  No. of        No. of 
               Shares      voted on        Shares  voted on         votes        voted        Shares        votes 
               voted       the             voted   the resolution                on the       voted as 
                           resolution                                            resolution   a % of 
                                                                                              the Shares 
                                                                                              eligible 
                                                                                              to be voted 
                                                                                              on the 
                                                                                              resolution 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
Special 
 resolution 
 1            138,714,853  99.97%         37,005   0.03%           138,751,858  100.00%      75.18%        810 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
Special 
 resolution 
 2            138,714,853  99.97%         37,005   0.03%           138,751,858  100.00%      75.18%        810 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
Special 
 resolution 
 3            138,714,853  99.97%         37,005   0.03%           138,751,858  100.00%      75.18%        810 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
Special 
 resolution 
 4            138,713,974  99.97%         37,384   0.03%           138,751,358  100.00%      75.18%        1,310 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
Special 
 resolution 
 5            138,714,353  99.97%         37,005   0.03%           138,751,358  100.00%      75.18%        1,310 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
Ordinary 
 resolution 
 1            138,714,353  99.97%         37,005   0.03%           138,751,358  100.00%      75.18%        1,310 
              -----------  -------------  -------  --------------  -----------  -----------  ------------  ----------- 
 

(1) Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

(2) A vote withheld is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" or "Against" each resolution, nor as part of the "Total" figures.

Note - percentages are rounded down to the nearest two decimal places

Timetable and Scheme Effective Date

The outcome of today's Court Meeting and General Meeting means that Conditions 2(a) and 2(b) (as set out in Appendix I, Part A, of the Scheme Document) have been satisfied.

A copy of PureCircle's amended bye-laws is available on PureCircle's website at www.purecircle.com/about-purecircle/offer-for-purecircle/ . A copy of the resolutions passed at the General Meeting will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Scheme remains subject to the sanction of the Court at the Scheme Court Hearing and the satisfaction (or, where applicable, waiver) of the other Conditions to the Scheme and the Acquisition (as set out in Appendix I, Part A,of the Scheme Document). The expected date for the Scheme Court Hearing (to sanction the Scheme) is 26 June 2020. Subject to satisfaction (or where applicable, waiver) of the Conditions as described above, it is anticipated that the Scheme will become effective on or around 1 July 2020 .

The dates and times in the below expected timetable of principal events are indicative only and are based on PureCircle's and Bidco's current expectations and may be subject to change (including as a result of changes to Court times) as a result of COVID-19 and governmental and medical regulation and guidance. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to PureCircle Shareholders by announcement through a Regulatory Information Service and a copy of such announcement will be made available on www.purecircle.com/about-purecircle/offer-for-purecircle/ .

All times shown below are London times unless otherwise stated.

Event Time and/or date

 
 The following dates are indicative only and subject to change 
  ; please see the notes below 
 Scheme Court Hearing (to sanction the                          26 June 2020 
  Scheme) 
                                                ---------------------------- 
 Latest time for receipt of the PINK Form            1.00 p.m. (London time) 
  of Election or the Electronic Election                / 9.00 a.m. (Bermuda 
                                                       time) on 30 June 2020 
                                                ---------------------------- 
 Scheme Record Time                                  6.00 p.m. (London time) 
                                                        / 2.00 p.m. (Bermuda 
                                                       time) on 30 June 2020 
                                                ---------------------------- 
 Last day of dealings in, and for registration               30 June 2020(1) 
  of transfers and disablement in CREST 
  of, PureCircle Shares 
                                                ---------------------------- 
 Suspension of trading on the Main Market            7.30 a.m. (London time) 
  of, and                                               / 3.30 a.m. (Bermuda 
  dealings, settlements and transfers in,               time) on 1 July 2020 
  PureCircle 
  Shares 
                                                ---------------------------- 
 Expected Effective Date of the Scheme                        1 July 2020(2) 
                                                ---------------------------- 
 Cancellation of admission to trading                8.00 a.m. (London time) 
  on the Main                                           / 4.00 a.m. (Bermuda 
  Market of, and cessation of dealings                  time) on 2 July 2020 
  in, PureCircle 
  Shares 
                                                ---------------------------- 
 Latest date of despatch of cheques in                      14 July 2020 (3) 
  respect of 
  Scheme Shares held in certificated form 
  and the 
  Cash Consideration payable to Scheme 
  Shares held 
  in uncertificated form 
                                                ---------------------------- 
 Latest date of allotment of fully paid-up                   14 July 2020(4) 
  Bidco 
  B Shares and despatch of share certificates 
  of the 
  same, in consideration for the Scheme 
  Shares for 
  which the Share Alternative has been 
  validly elected 
                                                ---------------------------- 
 Long Stop Date, being the latest date               5.00 p.m. (London time) 
  by which the                                          / 1.00 p.m. (Bermuda 
  Scheme must be implemented                            time) on 30 November 
                                                     2020 or such later date 
                                                   (if any) as may be agreed 
                                                     in writing by Bidco and 
                                                    PureCircle (as the Court 
                                                        may approve (if such 
                                                  approval(s) are required)) 
                                                ---------------------------- 
 

Notes:

1) The dates and times above are indicative only and, are based on current expectations and may be subject to change depending on, among other things, the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Scheme Court Order is delivered to the Registrar of Companies for registration. If any of the expected dates change, the revised times and/ or dates will be announced via a Regulatory Information Service. Further updates and changes to these times and dates will, at PureCircle's discretion be notified in the same way.

2) The Scheme Effective Time is the date and time at which the Scheme becomes Effective pursuant to its terms and will be on delivery of the Scheme Court Order to the Registrar of Companies. The Scheme Court Order is expected to be delivered to the Registrar of Companies following the Scheme Record Time on the date on which the Court makes the Scheme Court Order, at which the Scheme will become Effective. The events which are stated as occurring on subsequent dates, including the crediting of CREST accounts, are conditional on the Scheme Effective Time and operate by reference to this time.

   3)     In any event, within 14 days of the Effective Date. 
   4)     In any event, within 14 days of the Effective Date. 

Enquiries:

 
 PureCircle 
 Peter Lai, CEO                                     [phone] 
 Jimmy Lim, CFO 
 Bidco 
 James Gray                                         [phone] 
 
 Citi (Financial Adviser to Bidco and Ingredion) 
  Luke Spells                                         [phone] 
  Jeremy Murphy                                       [phone] 
 Awais Kharal                                       [phone] 
 KPMG (Financial Adviser to PureCircle)             [phone] 
 Helen Roxburgh 
 Richard Lee 
 Newgate Communications Ltd (PR Adviser to 
  PureCircle) 
  Elisabeth Cowell 
  Giles Croot                                       [phone] 
 

Baker & McKenzie LLP is providing legal advice to PureCircle.

Hogan Lovells International LLP and Hogan Lovells US LLP are providing legal advice to Ingredion and Bidco.

Important Notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Ingredion and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Bidco and Ingredion for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Citi 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, tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

KPMG LLP ("KPMG"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to PureCircle and for no one else in connection with the Acquisition and will not be responsible to anyone other than PureCircle for providing the protections afforded to its clients nor for providing advice in connection with the matters referred to herein. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer or inducement to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

The Acquisition shall be made solely by means of the Scheme Document which, together with the forms of proxy, forms of instruction and form of election, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with English law 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 of jurisdictions outside England and Wales.

Cautionary Note Regarding Forward-looking Statements

This announcement (including any information incorporated by reference in this announcement) contains statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Bidco or any member of the Bidco Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

Without limitation, any statements preceded or followed by or that include the words "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology, are forward looking statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global political, economic, business and competitive environments and in market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in light of such factors.

Neither PureCircle nor any of Bidco or any member of the Bidco Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place undue reliance on forward looking statements.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Bidco Group or the PureCircle Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

PureCircle, the Bidco Group and Bidco expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

The Takeover Code

By virtue of its status as a Bermuda incorporated company, the Takeover Code does not apply to PureCircle. PureCircle and Ingredion have agreed, to the extent set out in the Implementation Agreement, that they will conduct themselves and the Acquisition as if the Acquisition were subject to the Takeover Code. PureCircle has also incorporated certain takeover-related provisions into the PureCircle Bye-laws but these do not provide PureCircle Shareholders with the full protections offered by the Takeover Code and enforcement of such provisions is the responsibility of PureCircle, not the Panel. Accordingly, PureCircle Shareholders are reminded that the Acquisition is not regulated by the Panel and therefore the Panel does not have responsibility, in relation to the Acquisition, for ensuring compliance, and is not able to answer shareholders' queries in this respect. In particular, public disclosures consistent with the provisions of Rule 8 of the Takeover Code, as described below, should not be e-mailed to the Panel, but, released directly through a Regulatory Information Service.

In particular, the attention of PureCircle Shareholders is drawn to the Conditions of Material Significance, which are set out in paragraphs 3(k) to 3(m) inclusive in Part A of Appendix I of the Scheme Document. The effect of these Conditions of Material Significance is that, if any of them are not met, Bidco will be en titled to withdraw the Acquisition.

Dealing Disclosure Requirements

As summarised above, PureCircle is a Bermuda company and is therefore not subject to the Takeover Code. Accordingly, PureCircle Shareholders and others dealing in PureCircle Shares are not obliged to disclose any of their dealings under the provisions of the Takeover Code. Market participants, however, are requested to make disclosures of dealings as if the Takeover Code applied and as if PureCircle were in an "offer period" under the Takeover Code. In addition, PureCircle Shareholders and persons considering the Acquisition or disposal of any interest in PureCircle Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the Financial Conduct Authority and other applicable regulatory rules regarding transactions in PureCircle Shares.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of PureCircle or of any securities exchange offeror must make a Dealing Disclosure if the person "deals" in any "relevant securities" of PureCircle or of any securities exchange offeror. In a situation where the Takeover Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn, or on which the "offer period" otherwise ends. Under Rule 8 of the Takeover Code, a Dealing Disclosure must contain details of the "dealing" concerned and of the person's "interests" and short positions in, and rights to subscribe for, any relevant securities of each of: (i) PureCircle ; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant "dealing".

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in "relevant securities" of PureCircle or a securities exchange offeror, they would, if the Takeover Code were applicable, be deemed to be a single person for the purpose of Rule 8.3.

Dealing Disclosures must also be made by PureCircle , by any offeror and by any persons acting in concert with any of them by no later than 12:00 p.m. on the Business Day following the date of the relevant transaction (as if Rules 8.1, 8.2 and 8.4 of the Takeover Code applied).

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

Terms in quotation marks are defined in the Takeover Code, which can be found on the website of the Panel.

PureCircle's website contains the form of Dealing Disclosure requested. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA (or, if you are resident in a jurisdiction other than the UK, a financial adviser authorised under the laws of such jurisdiction).

Overseas Shareholders

Any securities referred to in the information in this announcement have not been and will not be registered under the securities laws of the US, Canada, Japan, South Africa or Australia or any other Restricted Jurisdiction referred to in the Acquisition Announcement and may not be offered, sold or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws.

Unless otherwise determined by Bidco, and permitted by applicable law and regulation, the Acquisition has not been and shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition have not been, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any such jurisdictions where to do so would violate the laws of that jurisdiction.

Nothing in this announcement is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Acquisition in any jurisdiction in which such offer or solicitation is unlawful.

The Acquisition is subject to the applicable requirements of the Listing Rules, the London Stock Exchange and the Financial Conduct Authority.

Additional Information for US Investors

The Acquisition relates to shares of a Bermuda incorporated company and is to be effected by means of a scheme of arrangement under the laws of Bermuda. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the US absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the US. There will be no public offer of the securities of Bidco in the US.

Please refer to the Scheme Document for the restrictions applicable to Overseas Shareholders in connection with the Acquisition.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on Website

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on PureCircle 's website at www.purecircle.com/about-purecircle/offer-for-purecircle/ and on Bidco's website at www.ingredioncompany.co.uk . For the avoidance of doubt, neither the contents of these websites nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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June 18, 2020 12:47 ET (16:47 GMT)