PURE.L Regulatory News (PURE)

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 May 2020

RECOMMENDED CASH ACQUISITION

of

PureCircle Limited

by

Ingredion SRSS Holdings Limited

a newly formed company wholly owned by Ingredion Incorporated

to be effected by means of a scheme of arrangementunder section 99 of the Bermuda Companies Act 1981

United States Hart-Scott-Rodino Clearance

PureCircle Limited (LSE: PURE) ("PureCircle") and Ingredion SRSS Holdings Limited ("Bidco"), a wholly owned subsidiary of Ingredion Incorporated, are pleased to announce that PureCircle received notice from the Federal Trade Commission of the United States of America on 14 May 2020 that its request for early termination of the waiting period in relation to the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was granted.

Publication of Scheme Document

Further to the announcement of 7 May 2020 in relation to the dispatch date for the Scheme Document (as defined below), PureCircle and Bidco are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, the Forms of Instruction and the Form of Election, have been sent to PureCircle's Shareholders today, and, for information only, to persons with information rights and holders of awards under the PureCircle Share Plans and awards under the Loyalty Plan, as well to PureCircle's CEO in connection with the part of his salary that he is due to receive in PureCircle Shares.

The PureCircle Directors, who have been so advised by KPMG as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice to the PureCircle Directors, KPMG has taken into account the commercial assessments of the PureCircle Directors. KPMG is providing independent financial advice to the PureCircle Directors for the purposes of the Cash Offer.

Accordingly, the PureCircle Directors recommend unanimously that PureCircle Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting as the PureCircle Directors (and their connected persons) who hold PureCircle Shares have each irrevocably undertaken to do in respect of their own beneficial holdings of 921,714 PureCircle Shares representing, in aggregate, approximately 0.5 per cent. of the share capital of PureCircle in issue on the Last Practicable Date.

Any capitalised terms used but not defined in this announcement have the meaning given to such terms in the Scheme Document.

The Scheme Document will be made available on PureCircle's website at www.purecircle.com/about-purecircle/offer-for-purecircle/ and on Bidco's website at www.ingredioncompany.co.uk and sets out amongst other things, an explanatory statement, full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by PureCircle's Shareholders, as well as risk factors in relation to the Bidco Shares, a procedure for electing the Share Alternative and a Rule 24.11 valuation letter estimating the value of the Bidco B Shares.

Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

Action Required

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy, Forms of Instruction, or to submit their electronic voting instructions through CREST or the Online Proxy Voting Service (as applicable), as soon as possible.

In order to become Effective, the Scheme must be approved by a majority in number of eligible Scheme Shareholders representing at least 75 per cent. in nominal value of the PureCircle Shares held by the Scheme Shareholders present and voting (either in person or by proxy) at the Court Meeting. Implementation of the Scheme also requires the passing of the Resolutions by the requisite majority of Scheme Shareholders at the General Meeting, to be held immediately after the Court Meeting.

The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document. 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 entitled to withdraw the Acquisition.

Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. These Meetings will be held at the offices of PureCircle at 12th Floor, West Wing, Rohas PureCircle, 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia, on 18 June 2020. The Court Meeting will start at 9.00 a.m. (London time) / 4.00 p.m. (Malaysia time) and the General Meeting will start at 9.15 a.m. (London time) / 4.15 p.m. (Malaysia time) or, if later, as soon as the Court Meeting has been concluded or adjourned.

PureCircle Shareholders should read the Scheme Document and the documents incorporated by reference into it in their entirety before making a decision with respect to the Scheme.

Shareholder Helpline

A Shareholder Helpline is available. If PureCircle Shareholders have any questions relating to the completion and return of the Forms of Proxy, the Forms of Instruction, the Form of Election, the online Computershare portal or the CREST Electronic Voting Service, please call the Shareholder Helpline on +44 (0) 370 707 4040 which is charged at the standard geographic rate and will vary by provider.

Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in the UK). Calls may be recorded and monitored for security and training purposes. The operators of the Shareholder Helpline cannot provide advice on the Acquisition or give any financial, tax, investment or legal advice.

The global COVID-19 pandemic is restricting the ability of PureCircle and Computershare to issue and post hard copy documents in the usual way. As a result, no copies of the Scheme Document shall be sent to any person other than the PureCircle Shareholders and persons with information rights. At the time of this announcement, it is uncertain to what extent any further requests for hard copy documents can be satisfied during the upcoming period.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Subject to approval at the Court Meeting, receipt and filing of the Court sanction and the satisfaction or waiver of the Conditions set out in the Scheme Document, the Scheme is expected to 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/.

Expected Timetable Of Principal Events

The dates given are based on PureCircle's current expectations and may be subject to change. All times shown below are London times unless otherwise stated.

Event Time and/or date

Notes:

1) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the adjourned meeting will be 6.00 p.m. (London time) / 2.00 p.m. (Bermuda time) on the date which is three Business Days before the date fixed for the adjourned meeting.

2) If the BLUE Form of Proxy for the Court Meeting is not received, by 9.00 a.m. (London time) / 5.00 a.m. (Bermuda time) on 16 June 2020, it may be handed to the Chairman at the Court Meeting at any time before commencing the poll and still be valid, subject to any access restrictions due to the COVID-19 pandemic.

3) The WHITE Form of Proxy for the General Meeting must be received by 9.15 a.m. (London time) / 5.15 a.m. (Bermuda time) on 16 June 2020 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting

4) The General Meeting will commence at 9.15 a.m. (London time) / 5.15 a.m. (Bermuda time) / 4.15 p.m. (Malaysia time) on 18 June 2020 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

5) 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.

6) 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.

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

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

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.

Cautionary Note Regarding Forward-looking Statements

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by PureCircle, Ingredion, Bidco or any member of the Bidco Group contain 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.

The forward-looking statements contained in this announcement relate to Bidco or any member of the Bidco Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "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. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of Bidco, any member of the Bidco Group or PureCircle and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on the business of Bidco, any member of the Bidco Group or PureCircle.

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.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the PureCircle Group, there may be additional changes to the PureCircle Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

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 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.

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 entitled 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 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.