REG - Tate & Lyle PLC - Circ re. special dividend and share consolidation

Tate & LyleAnnouncement

07/04/2022 11:00

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RNS Number : 6306H  Tate & Lyle PLC  07 April 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, 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

 

7 April 2022

Tate & Lyle PLC

("Tate & Lyle")

 

Publication of Circular and Notice of General Meeting relating to

a proposed Special Dividend and associated Share Consolidation

 

Tate & Lyle is pleased to announce that, following the announcement on 1
April 2022 of the completion of the sale of a controlling stake in a new
company (previously referred to as NewCo, now called "Primient") and its
subsidiaries, comprising its Primary Products business in North America and
Latin America and its interests in the Almidones Mexicanos S.A de C.V and
DuPont Tate & Lyle Bio-Products Company, LLC joint ventures, to KPS
Capital Partners, LP, a circular setting out the full details of the proposed
Special Dividend and associated Share Consolidation and related matters (the
"Circular") has been published today.

 

The Circular confirms that, in line with previous announcements, Tate &
Lyle intends to return approximately £500 million to Ordinary Shareholders by
way of a proposed Special Dividend of £1.07 per Existing Ordinary Share in
the capital of Tate & Lyle. In addition, in order to maintain the
comparability, so far as possible, of Tate & Lyle's share price before and
after the Special Dividend, it is proposed that the Special Dividend be
accompanied by a Share Consolidation resulting in Ordinary Shareholders
receiving six New Ordinary Shares with a nominal value of 29(1)/(6) pence each
for every seven Existing Ordinary Shares that they hold.

 

The Circular contains further details of these matters as well as a notice
convening a General Meeting of Shareholders to be held at The Hilton on Park
Lane Hotel, 22 Park Lane, London W1K 1BE at 3.00 p.m. (London time) on 26
April 2022.

 

Special Dividend

 

Assuming that the conditions described below are satisfied, the Board is
proposing to pay the Special Dividend in pounds sterling to Ordinary
Shareholders on the Register as at 6.00 p.m. (London time) on 29 April 2022.
The Special Dividend is expected to be paid to such Ordinary Shareholders on
16 May 2022.

 

An equivalent amount in US dollars is expected to be paid to ADR Holders on
the ADR register as at 5.00 p.m. (New York time) on 19 May 2022. Cheques for
the payment of such amount are expected to be despatched on or around 31 May
2022.

 

The Special Dividend is subject to the approval of the Ordinary Shareholders
at the General Meeting. It is also conditional on: (i) the approval by the
Shareholders of the Share Consolidation; and (ii) Admission in respect of the
New Ordinary Shares taking place by or as soon as practicable after 8.00 a.m.
(London time) on 3 May 2022.

 

Share Consolidation

 

Assuming that the conditions described below are satisfied, the effect of the
Share Consolidation will be to reduce the number of Ordinary Shares in issue
by approximately the same percentage of the market capitalisation as is
proposed to be returned via the Special Dividend. Therefore, the market price
of each Ordinary Share in Tate & Lyle is intended to remain at a broadly
similar level following the Special Dividend and the Share Consolidation.

 

As all Existing Ordinary Shares will be consolidated, while each Ordinary
Shareholder will hold fewer Ordinary Shares following the Share Consolidation,
each Ordinary Shareholder will still hold the same proportion of Tate &
Lyle's Ordinary Share capital (i.e. the total number of Ordinary Shares in
issue) as before and after the Share Consolidation (subject to any fractional
entitlements, which will be dealt with in the manner described in the
Circular). Although the New Ordinary Shares will have a different nominal
value (being 29(1)/(6) pence each) to the Existing Ordinary Shares, they will
be traded on the London Stock Exchange in the same way as the Existing
Ordinary Shares and will carry the same rights under the Articles to the
Existing Ordinary Shares. The Share Consolidation will apply to Ordinary
Shareholders on the Register as at 6.00 p.m. (London time) on 29 April 2022.

 

As a result of the Share Consolidation, for each existing ADR held on the ADR
register at 5.00 p.m. (New York time) on 19 May 2022, holders will, upon
cancellation of their existing ADRs, be issued and receive new ADRs in the
ratio of six new ADRs to replace every seven existing ADRs (to be distributed
in accordance with the Deposit Agreement after giving effect to the fees and
expenses provided for therein).

 

The Share Consolidation is subject to the approval of Shareholders at the
General Meeting. It is also conditional on: (i) the approval of the Ordinary
Shareholders of the Special Dividend; and (ii) Admission in respect of the New
Ordinary Shares taking place by or as soon as practicable after 8.00 a.m.
(London time) on 3 May 2022.

 

Additional resolutions

 

At the General Meeting, approval by Shareholders will also be sought to renew
the annual authorities to enable Tate & Lyle to make market purchases of
its own shares, as well as to allot New Ordinary Shares and to disapply
pre-emption rights, to cover the period between the date of the General
Meeting and the 2022 AGM. They are conditional on the approval of the Ordinary
Shareholders of the Special Dividend and of all Shareholders of the Share
Consolidation, as well as Admission in respect of the New Ordinary Shares
taking place by or as soon as practicable after 8.00 a.m. (London time) on 3
May 2022. Further details of these additional Resolutions are set out in the
Circular.

 

Covid-19

 

As at the time of this announcement, Covid-19 restrictions concerning large
public gatherings have eased. However, the health and safety of our
Shareholders, our employees, and the wider communities in which we operate
remains our primary concern. We will continue to monitor the situation as we
approach the General Meeting. Any changes to the arrangements for the General
Meeting due to Covid-19 will be made in line with the UK Government's guidance
and/or requirements, and with health and safety as a priority. We will notify
Shareholders of any updates to our General Meeting arrangements as early as
possible on Tate & Lyle's website.

 

Expected timetable

 

The expected timetable for the General Meeting, the Special Dividend and Share
Consolidation is set out below:

 Publication and posting of this document, including the Notice of General      7 April 2022
 Meeting
 Latest time and date for receipt of ADR Proxy Cards from ADR Holders           10.00 a.m. (New York time) on 21 April 2022
 Latest time and date for receipt of Forms of Direction from CSN Holders        3.00 p.m. on 21 April 2022
 Latest time and date for receipt of Forms of Proxy and CREST Proxy             3.00 p.m. on 22 April 2022
 Instructions from Shareholders
 Record time and date for entitlement to vote at the General Meeting            6.30 p.m. on 22 April 2022
 General Meeting                                                                3.00 p.m. on 26 April 2022
 Latest time for dealings in Existing Ordinary Shares                           4.30 p.m. on 29 April 2022
 Record time and date for participation in the Dividend Reinvestment Plan for   6.00 p.m. on 29 April 2022
 the Special Dividend and deadline for receipt of Dividend Reinvestment Plan
 elections
 Record time and date for Ordinary Shareholders for entitlement to the Special  6.00 p.m. on 29 April 2022
 Dividend and for the Share Consolidation
 Ordinary Shares (but not ADRs) marked ex-Special Dividend                      8.00 a.m. on 3 May 2022
 Effective time and date for the Share Consolidation                            8.00 a.m. on 3 May 2022
 Commencement of dealings in New Ordinary Shares on the London Stock Exchange   8.00 a.m. on 3 May 2022
 (after the Share Consolidation)
 CREST accounts credited with New Ordinary Shares (after the Share              3 May 2022
 Consolidation)
 Payment of the Special Dividend to Ordinary Shareholders (by CREST payment or  16 May 2022
 by cheque)
 Commencement of purchases of New Ordinary Shares for Dividend Reinvestment     16 May 2022
 Plan participants

 Despatch of share certificates in respect of New Ordinary Shares               No later than 17 May 2022
 Statements sent to CSN Holders in respect of the New Ordinary Shares           No later than 17 May 2022
 ADR Holder record time and date for entitlement to the Special Dividend and    5.00 p.m. (New York time) on 19 May 2022
 for the Share Consolidation

 ADR effective time and date for the Share Consolidation                        9.00 a.m. (New York time) on 20 May 2022

 Credit of new ADRs to ADR Holders                                              9.00 a.m. (New York Time) on 20 May 2022

 ADRs marked ex-Special Dividend                                                9.00 a.m. (New York time) on 20 May 2022
 Commencement of dealings in new ADRs                                           9.00 a.m. (New York time) on 20 May 2022

 Despatch of cheques to ADR Holders in respect of the Special Dividend          On or around 31 May 2022

 

References to times in the above timetable are to London time unless stated
otherwise. If any of the above times and/or dates change, Tate & Lyle will
give notice of the change by issuing an announcement through a Regulatory
Information Service.

 

Availability of the Circular

 

Printed copies of the Circular will be posted today to Shareholders and any
other person entitled to receive a copy (other than those who have elected
for, or who have been deemed to have elected for, notification by electronic
communication).

 

A copy of the Circular and certain other documents in relation to the Share
Consolidation and Special Dividend) are available for inspection on Tate &
Lyle's website at www.tateandlyle.com (http://www.tateandlyle.com) .

 

A copy of the Circular (containing the Notice of General Meeting) has been
submitted to the National Storage Mechanism, where it will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Capitalised terms used but not otherwise defined in this announcement have the
same meaning given to them in the Circular.

 

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

 

Citigroup Global Markets Limited

(Financial Adviser and Corporate Broker to Tate & Lyle)

+44 207 986 4000

Andrew Seaton

Jan Skarbek

David Fudge

Christopher Wren

 

Linklaters LLP is acting as lead legal adviser to Tate & Lyle.

 

Information on Tate & Lyle

 

Tate & Lyle is a leading global provider of food and beverage ingredients
and solutions. 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, mouthfeel and fibre fortification, we
develop solutions which reduce sugar, calories and fat, add fibre, and provide
texture and stability in categories including beverages, dairy, bakery, soups,
sauces and dressings.

 

We have more than 3,000 employees working in around 60 locations across 30
countries. Tate & Lyle's purpose is Transforming Lives Through the Science
of Food and through 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 ended 31
March 2021, Tate & Lyle's revenue from continuing operations totaled £1.2
billion.  For more information, please visit http://www.tateandlyle.com or
follow Tate & Lyle on Twitter or LinkedIn.

 

Important notices

 

Citigroup Global Markets Limited ("Citigroup"), which is authorised in the UK
by the Prudential Regulation Authority and regulated in the UK by the FCA and
the Prudential Regulation Authority, is acting as financial adviser and
corporate broker for Tate & Lyle and for no one else in connection with
the Special Dividend and Share Consolidation and other matters described in
this announcement, and will not be responsible to anyone other than Tate &
Lyle for providing the protections afforded to clients of Citigroup nor for
providing advice in connection with the Special Dividend or Share
Consolidation or any other matters referred to in this announcement. Neither
Citigroup 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, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citigroup in connection with
this announcement, any statement contained herein, the Special Dividend or the
Share Consolidation 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.

 

Shareholders are advised to carefully read the Circular. Any response to the
Share Consolidation and Special Dividend should be made only on the basis of
the information in the Circular. If you are in any doubt as to what action you
should take in relation to this announcement or the Circular, you are
recommended to seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act
2000, or from another appropriately authorised independent financial adviser.

 

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 shareholders in Tate & Lyle
and holders of Tate & Lyle's ADRs. A copy of this announcement can be
found on our website at www.tateandlyle.com.

 

Forward looking statements

 

This announcement may include certain forward-looking statements, beliefs or
opinions, including statements with respect to the Tate & Lyle Group's
business, financial condition and results of operations. These forward-looking
statements can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "anticipates",
"targets", "aims", "continues", "expects", "intends", "hopes", "may", "will",
"would", "could" or "should" or, in each case, their negative or other various
or comparable terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. These statements are made by the Directors
in good faith based on the information available to them at the date of this
document and reflect the Directors' beliefs and expectations. By their nature
these statements involve risk and uncertainty because they relate to events
and depend on 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, including,
without limitation, developments in the global economy, changes in regulation
and government policies, spending and procurement methodologies, currency
fluctuations, or a failure in the Tate & Lyle Group's health, safety or
environmental policies.

 

No representation or warranty is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved.
Forward-looking statements may, and often do, differ materially from actual
results. Any forward-looking statements in this announcement speak only as of
their respective dates, reflect the Directors' current view with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Tate & Lyle Group's
operations and growth strategy. You should specifically consider the factors
identified in this announcement which could cause actual results to differ
before making any decision in relation to the Special Dividend or Share
Consolidation. Subject to the requirements of the FCA, the London Stock
Exchange, the Listing Rules, the Disclosure Guidance and Transparency Rules
and the Market Abuse Regulation (and/or any regulatory requirements) or
applicable law, Tate & Lyle explicitly disclaims any obligation or
undertaking publicly to release the result of any revisions to any
forward-looking statements in this document that may occur due to any change
in the Tate & Lyle's expectations or to reflect events or circumstances
after the date of this document.

 

No statement in this document is or is intended to be a profit forecast or to
imply that the earnings of Tate & Lyle for the current or future financial
years will necessarily match or exceed the historical or published earnings of
Tate & Lyle.

 

Any information contained in this document on the price at which shares or
other securities in Tate & Lyle have been bought or sold in the past, or
on the yield on such shares or other securities, should not be relied upon as
a guide to future performance.

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