NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
FOR
IMMEDIATE RELEASE
15 November 2024
Tate & Lyle
PLC
('Tate & Lyle' or the
'Company')
Completion of combination of
Tate & Lyle and CP Kelco to create
a leading global speciality food and beverage solutions
business
Further to the announcements of 20
June 2024 and 3 October 2024, Tate & Lyle announces that
on 15 November 2024
it completed the acquisition of the entire issued share capital of
(i) CP Kelco U.S.; (ii) CP Kelco China; and (iii) CP Kelco ApS
together with each of their respective subsidiaries (together 'CP
Kelco') a leading provider of pectin, speciality gums and other
nature-based ingredients, from J.M. Huber Corporation ('Huber')
(the 'Transaction').
There has been no material change
affecting any matters contained in Tate & Lyle's announcements
relating to the Transaction of 20 June 2024 and 3 October
2024.
Nick Hampton, Chief Executive Officer of Tate & Lyle,
commented:
"Today, as we complete the
combination with CP Kelco, we begin a new chapter in Tate &
Lyle's long and rich history.
We are delighted to welcome our new
colleagues from CP Kelco, as well as its customers and partners to
Tate & Lyle. This is an exciting time for both businesses as we
come together to create a new and compelling proposition for our
customers. With its unique portfolio of ingredients and solutions
capabilities, and leading positions across sweetening,
mouthfeel and fortification, the combined business is perfectly
positioned to support customers as they look to meet growing global
consumer demand for healthier, tastier and more sustainable food
and drink.
My thanks to all those who worked so
tirelessly and diligently across Tate & Lyle and CP Kelco to
complete this transaction. I would also like to thank
Gretchen McClain and the team at Huber for their immense
contribution, and to welcome Glenn and Cláudia to the Tate &
Lyle Board.
The growth potential of the new
business is substantial, and we look forward to the future with
great excitement and confidence."
Board changes
In accordance with the relationship
agreement entered into between Tate & Lyle and Huber (the
'Relationship Agreement'), Huber is currently entitled to nominate
two non-executive directors to the board of Tate & Lyle (the
'Board') with effect from the completion of the
Transaction.
Tate & Lyle is pleased to
announce the appointment of Glenn M. Fish, Executive Vice President
& Chief Financial Officer of Huber, and Cláudia Vaz de
Lestapis, Executive Vice President, General Counsel and Corporate
Secretary of Huber, to the Board as non-executive directors, with
effect from 15 November 2024. For more information see Appendix
1.
Issuance of Consideration Shares to Huber
In accordance with the terms of the
Transaction, the Company has issued and allotted 75,000,000 new
fully paid Tate & Lyle ordinary shares to Huber (the
'Consideration Shares') as part consideration for the
Transaction.
Huber is now a significant long-term
shareholder of Tate & Lyle, owning approximately 16% of the
Company's share capital immediately following completion of the
Transaction.
Applications have been made for the
Consideration Shares to be admitted to listing on the Equity Shares
(Commercial Companies) Category of the Financial Conduct
Authority's Official List and to trading on the London Stock
Exchange's main market for listed securities ('Admission'). It is
currently anticipated that Admission will occur at 08:00 (UK Time)
on 18 November
2024.
Total Voting Rights
Following the issuance and allotment
of the Consideration Shares, and in accordance with the FCA's
Disclosure Guidance and Transparency Rules 5.6.1R and 5.6.1AR, the
Company hereby notifies the market that the Company's issued share
capital as at 15 November 2024 consists of 476,722,733 ordinary shares
('Ordinary Shares'), including 24,813,4001 Ordinary
Shares held in Treasury. Ordinary Shares held in Treasury do not
carry any voting rights.
Therefore, following the issuance
and allotment of the Consideration Shares, the total number of
voting rights in the Company is 451,909,333 and this figure may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, Tate & Lyle
under the Disclosure Guidance and Transparency Rules.
-------------------------------------------------------------------------------------------------
1. Excludes Ordinary
Shares that have been, or may be, repurchased by the Company on 15
November 2024 as part of its ongoing share buyback
programme.
For
more information contact:
For
Tate & Lyle PLC
Investors and analysts
Christopher Marsh, VP Investor
Relations
Tel: Mobile: +44 (0) 7796 192
688
Media
Nick Hasell, FTI
Consulting
Tel: Mobile: +44 (0) 7825 523
383
Tel: Office: +44 (0) 203 727
1340
Email:
tate@fticonsulting.com
For
Huber:
Lea Volpe
Vice President, Communications &
Community Relations
Tel: Mobile: +1 404 956
4470
Information on Tate & Lyle
Supported by our 160-year history of
ingredient innovation, we partner with customers to provide
consumers with healthier and tastier choices when they eat and
drink. We are proud that millions of people around the world
consume products containing our ingredients every day. Through our
expertise in sweetening, fortification, and texture, we develop
ingredient solutions which reduce sugar, calories, and fat, add
fibre and protein, and provide texture and stability in categories
including beverages, dairy, bakery, snacks, soups, sauces, and
dressings.
We have more than 3,300 employees
working in around 58 locations serving customers across 121
countries. Science, Solutions, Society is our brand promise and how
we will achieve our purpose of Transforming Lives Through the
Science of Food. By living our purpose we believe we can
successfully grow our business and have a positive impact on
society. We live our purpose in three ways, by supporting healthy
living, building thriving communities and caring for our
planet.
Tate & Lyle is listed on the
London Stock Exchange under the symbol TATE.L. American Depositary
Receipts trade under TATYY. In the year to 31 March 2024, Tate
& Lyle revenue from continuing operations totalled £1.65
billion.
Tate & Lyle PLC's LEI number is:
2138008K14474WPKZ244.
For more information, please
visit https://www.tateandlyle.com or
follow Tate & Lyle on LinkedIn, X
(Twitter), Facebook or YouTube.
Information on CP Kelco
CP Kelco is a nature-based
ingredient solutions company with approximately 90 years of
experience working with food, beverage, consumer and industrial
products manufacturers worldwide. It produces an extensive range of
high-quality, plant-based and fermentation-derived ingredients to
provide tailored solutions for its customers.
It is committed to providing
responsibly sourced and produced ingredients for its customers with
whom it collaborates closely through a global team of scientists
and applications experts. Key products include pectin,
carrageenan, gellan gum, xanthan gum, diutan gum,
fermentation-derived cellulose, refined locust bean gum,
microparticulated whey protein concentrate and citrus
fibre.
CP Kelco has a strong global talent
base of around 1,700 employees working out of seven manufacturing
facilities, two global innovation centres and nine regional
application centres. The business is headquartered in Atlanta,
Georgia, US. CP Kelco is committed to safety, quality and
sustainability, and to deliver a positive social impact.
Information on Huber
Huber, headquartered in Atlanta,
Georgia (US), operates, partners and invests in a diverse portfolio
of businesses. Huber operates Huber Engineered Materials, Huber
Engineered Woods and Huber Resources Corp., is an invested
shareholder in Tate & Lyle (LSE: TATE.L), and an investor in
KaMin and timberlands in the US.
With locations around the world,
Huber's businesses create products used in a broad range of
applications including personal care, food and beverage,
agricultural nutrients and adjuvants, building materials, flame
retardants and smoke suppressants, while also providing sustainable
forestry services. Founded in 1883, Huber is one of the largest
family-owned companies based in the US.
For more information, please visit
www.huber.com.
Important notices
This announcement may contain
certain forward-looking statements, beliefs or opinions, including
statements with respect to Tate & Lyle's business, financial
condition and results of operations. These forward-looking
statements can be identified by the use of words such as
"anticipate", "expect", "estimate", "intend", "will", "may",
"project", "plan", "target" and "believe" and other words of
similar meaning in connection with any discussion of future events.
These statements, by their nature, involve risk, uncertainty and
qualifications because they relate to events and depend upon
circumstances that may or may not occur in the future. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements in this announcement and accordingly all such statements
should be treated with caution. There can be no assurance that any
particular forward-looking information will be realised, and the
performance of Tate & Lyle may be materially and adversely
different from the forward-looking statements. Except where
otherwise stated, this announcement speaks as of the date hereof.
Other than in accordance with its legal or regulatory obligations
(including under the Listing Rules, the Disclosure Guidance and
Transparency Rules and the Prospectus Regulation Rules), Tate &
Lyle is not under any obligation and Tate & Lyle expressly
disclaims any intention or obligation (to the maximum extent
permitted by law) to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
This announcement is not intended
to, and does not constitute or form part of, and should not be
construed as, any offer, invitation, solicitation or recommendation
of an offer to purchase, sell, subscribe for or otherwise dispose
of or acquire any securities or the solicitation of any vote or
approval in any jurisdiction and neither the issue of the
information nor anything contained herein shall form the basis of
or be relied upon in connection with, or act as an inducement to
enter into, any investment activity. No shares are being offered to
the public by means of this announcement. This announcement does
not constitute either advice or a recommendation regarding any
securities, or purport to contain all of the information that may
be required to evaluate any investment in Tate & Lyle or any of
its securities and should not be relied upon to form the basis of,
or be relied on in connection with, any contract or commitment or
investment decision whatsoever. Past performance is not an
indication of future results and past performance should not be
taken as a representation that trends or activities underlying past
performance will continue in the future.
The distribution of this
announcement in jurisdictions in or from certain jurisdictions may
be restricted or prohibited by the laws of any jurisdiction other
than the United Kingdom. Recipients are required to inform
themselves of, and comply with, all restrictions or prohibitions in
such other jurisdictions. Any failure to comply with applicable
requirements may constitute a violation of the laws and/or
regulations of other such jurisdiction.
This announcement has been prepared
for the purposes of complying with the applicable law and
regulation of the United Kingdom (including the Listing Rules and
the Disclosure Guidance and Transparency Rules) 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 and regulations of any jurisdiction outside of the United
Kingdom.
This announcement is being
distributed to all owners of Ordinary Shares and American
Depository Receipts. A copy of this announcement can be found on
our website at www.tateandlyle.com. A hard copy of this statement
is also available from the Company Secretary, Tate & Lyle PLC,
5 Marble Arch, London WC2B 6AT.
Except as explicitly stated, neither
the content of Tate & Lyle's website (or any other website) nor
any website accessible by hyperlinks on Tate & Lyle's website
(or any other website) is incorporated in, or forms part of, this
announcement.
APPENDIX 1
HUBER REPRESENTATIVES APPOINTED AS NON-EXECUTIVE DIRECTORS OF
TATE & LYLE
Tate & Lyle is pleased to
announce the appointment of Glenn M. Fish, Executive Vice President
& Chief Financial Officer of Huber, and Cláudia Vaz de
Lestapis, Executive Vice President, General Counsel and Corporate
Secretary of Huber, to the Board as non-executive directors, with
effect from 15 November 2024.
Mr Fish and Ms Vaz de Lestapis have
been nominated to such positions by Huber pursuant to the
Relationship Agreement which provides that Huber shall be entitled
to nominate two non-executive directors of Tate & Lyle for as
long as it holds at least 15% of Tate & Lyle's ordinary shares
and one non-executive director of Tate & Lyle for as long as it
holds at least 10% of Tate & Lyle's ordinary shares, subject in
each case to adjustment for the dilutive impact of certain equity
issuances by Tate & Lyle.
Mr Fish and Ms Vaz de Lestapis will
not be considered independent. Subject to the terms of the
Relationship Agreement, the appointment of each Huber-appointed
director (each a 'Huber Director') shall be for an initial
term of three years, subject to election by the Company's
shareholders at the Company's next AGM and annual re-election by
the Company's shareholders at each subsequent AGM and to other
customary terms and conditions.
The Huber Directors shall not be
entitled to be appointed as a member of the Nomination Committee,
the Audit Committee or the Remuneration Committee of the Company,
but shall have the right to be invited to attend, as an observer,
formal or informal meetings of the Nomination Committee, the Audit
Committee and the Remuneration Committee.
The Huber Directors will not be paid
fees for acting as directors of the Company, but will be reimbursed
for reasonable expenses incurred in connection with their
appointments, unless they cease to be employed or engaged by Huber
or any of its affiliates, in which case they shall be entitled to
the same fees as Tate & Lyle's existing non-executive
directors.
Details of the Huber Directors'
appointments to the Board can be found in Appendix 3 - 1 Directors' service contracts in the
announcement of 'Further information regarding proposed combination
of Tate & Lyle and CP Kelco to create a leading global
speciality food and beverage solutions business', published on 3
October 2024.
Other than as disclosed above, no
other information is required to be disclosed pursuant to paragraph
6.4.8R of the Listing Rules in respect of either
appointment.
