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

1 July 2020

RECOMMENDED 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 arrangementunder section 99 of the Bermuda Companies Act 1981 (the "Scheme")

Scheme becomes Effective

Further to the announcement on 26 June 2020 that the Court had sanctioned the Scheme, PureCircle and Bidco are pleased to announce that, following delivery of the Scheme Court Order sanctioning the Scheme to the Registrar of Companies in Bermuda today, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of PureCircle is now owned by Bidco.

As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares have ceased to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST will be cancelled.

Capitalised terms used this announcement, unless otherwise defined, have the meanings given to them in the Scheme Document published on 18 May 2020.

Suspension and delisting of PureCircle Shares

In accordance with the terms of the Scheme, dealings in PureCircle Shares on the main market of the London Stock Exchange plc (the "LSE") and the listing of PureCircle Shares on the official list of the Financial Conduct Authority (the "FCA") have each been suspended, effective from 7.30 a.m. London time / 3.30 a.m. Bermuda time today.

Applications have been made to the FCA and the LSE in relation to the delisting of PureCircle Shares from the official list of the FCA and the cancellation of the admission to trading of PureCircle Shares on the main market of the LSE, each of which is expected to take place at 8.00 a.m. London time / 4.00 a.m. Bermuda time tomorrow, 2 July 2020.

Settlement

PureCircle Shareholders who were on the register of members of PureCircle at the Scheme Record Time (being 6.00 p.m. (London time) on 30 June 2020) and have validly elected for and are eligible to receive the Share Alternative, will be issued share certificates for such applicable number of Bidco B Shares as they are entitled to receive subject to the scale back and rounding adjustments set out in the Scheme Document, with the balance to be satisfied in cash. All other PureCircle Shareholders who were on the register of members of PureCircle at the Scheme Record Time will receive the Cash Consideration due to them. Both the Cash Consideration and the Share Alternative, will be settled within 14 days of the Effective Date, being today's date, 1 July 2020.

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 has been 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".

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 and are based on certain key assumptions.

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 (including information incorporated by reference into 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.

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.

Additional Information for US Investors

The Acquisition relates to shares of a Bermuda incorporated company and has been 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 have not been 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.

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.