Dispatch Date for Scheme Document

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

7 May 2020

On 9 April 2020, the board of directors of each of PureCircle Limited (LSE: PURE) (the "Company" or "PureCircle") and Ingredion Incorporated ("Ingredion") announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of PureCircle by Ingredion SRSS Holdings Limited, a wholly owned subsidiary of Ingredion (the "Acquisition Announcement").

The Company confirms that, following the re-opening of the Supreme Court of Bermuda on 4 May 2020, the expected date for the dispatch of the Scheme Document is now Monday 18 May 2020. The Scheme Document will contain an expected timetable of principal events, including the dates of the Court Meeting and the General Meeting.

Any capitalised terms used, but not defined in this announcement shall have the meaning given to such terms in the Acquisition Announcement.

  Enquiries:

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 (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the forms of proxy, forms of instruction and form of election, shall contain 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.

PureCircle and Bidco shall prepare the Scheme Document to be distributed to PureCircle Shareholders.  PureCircle and Bidco urge PureCircle Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

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 shall not be 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.

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 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 are not being, 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.

This announcement has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the "C(WUMP)O").  The issue of this announcement has also not been and will not be authorised under the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the "SFO").  No action has been taken in Hong Kong to authorise or register this announcement or to permit the distribution of this announcement or any documents issued in connection with it. 

The Bidco Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in the SFO and any rules made under the SFO) or (ii) in other circumstances that do not result in this announcement being a "prospectus" (as defined in the C(WUMP)O) or that do not constitute an offer to the public within the meaning of the C(WUMP)O.

No advertisement, invitation or document relating to the Bidco Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Bidco Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" (as defined in the SFO and any rules made under the SFO). No person allotted with the Bidco Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public of Hong Kong within six months following the date of issue of such securities.

The contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this announcement, you should obtain independent professional advice.

The Acquisition shall be 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 proposed 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 Acquisition Announcement and the Scheme Document, when published, for the restrictions applicable to Overseas Shareholders in connection with the Acquisition.

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.

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/