REG - Tate & Lyle PLC Ingredion Inc. - Statement re Possible Offer for Tate & Lyle

Tate & LyleAnnouncement

14/05/2026 13:15

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RNS Number : 3915E  Tate & Lyle PLC  14 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

14 May 2026

 

Tate & Lyle PLC ("Tate & Lyle" or the "Company")

 

Statement Regarding Possible Offer for Tate & Lyle

 

Following recent press speculation, the Board of Tate & Lyle (the "Board")
confirms that Ingredion Incorporated ("Ingredion") has made a conditional
proposal regarding a possible cash offer for the entire issued and to be
issued ordinary share capital of Tate & Lyle (the "Proposal").

 

Under the Proposal, Tate & Lyle shareholders will receive value of up to
615 pence for each Tate & Lyle share through a combination of 595 pence in
cash consideration per Tate & Lyle share and the right to receive a final
dividend for the financial year ended 31 March 2026 of up to 13 pence per Tate
& Lyle share and an interim dividend for the six months to 30 September
2026 of up to 7 pence per Tate & Lyle share (the "Permitted Dividends").
The Permitted Dividends will be paid by Tate & Lyle to its shareholders
subject to the receipt of the appropriate Board and shareholder approvals and
in line with its ordinary course timetable of paying final and interim
dividends.

 

The Proposal follows a number of earlier approaches from Ingredion to the
Board regarding a possible offer for Tate & Lyle.

 

The Board and Ingredion are in discussions regarding the Proposal.

 

There can be no certainty that any offer will be made, nor as to the final
terms on which any offer might be made. A further announcement will be made
when appropriate.

 

Under Rule 2.6(a) of the Code, Ingredion is required, by not later than 5.00
pm on 11 June 2026, to either announce a firm intention to make an offer for
Tate & Lyle in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
can be extended with the consent of the Panel in accordance with Rule 2.6(c)
of the Code.

 

This announcement is being made without the consent of Ingredion.

 

The person responsible for releasing this announcement on behalf of Tate &
Lyle is Victoria Barlow, Company Secretary.

 

Enquiries

 

 Tate & Lyle PLC                        +44 (0) 7796 192 688

 Investors

 Kate Postans, VP Investor Relations
 Media                                      +44 (0) 203 727 1340

 Nick Hassell, FTI Consulting

Email: tate@fticonsulting.com
 Goldman Sachs International            +44 (0) 207 774 1000

 Anthony Gutman

 Nick Harper

 Twisha Priya
 Greenhill & Co. International LLP      +44 (0) 207 198 7400

 Seamus Moorhead

 Charlie Stripp

 Charles Gournay
 Citigroup Global Markets Limited       +44 (0) 207 986 0000

 Andrew Seaton

 Robert Way

 Christopher Wren
 BofA Securities                        +44 (0) 207 628 1000

 Ed Peel

 Oliver Elias

 

Linklaters LLP are retained as legal advisers to Tate & Lyle.

 

Important notice

 

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Tate
& Lyle and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Tate & Lyle
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in connection with the matters referred
to in this announcement.

 

Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho
Financial Group, Inc., which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Tate & Lyle and for
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Tate & Lyle for providing
the protections afforded to clients of Greenhill nor for providing advice in
connection with the matters referred to in this announcement.

 

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the UK by the
Financial Conduct Authority and the PRA, is acting for Tate & Lyle and for
no one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Tate & Lyle for providing the
protections afforded to clients of Citi nor for providing advice in connection
with the contents of this announcement, 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, in 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 or
otherwise.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority in the United Kingdom, is
acting exclusively for Tate & Lyle and for no one else in connection with
matters referred to in this announcement and will not be responsible to anyone
other than Tate & Lyle for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement.

 

Dealing disclosure requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. 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) the offeree company 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 an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Relevant securities in issue

 

In accordance with Rule 2.9 of the Code, as at the date of this announcement,
Tate & Lyle has 445,446,940 fully paid ordinary shares in issue (excluding
31,294,579 shares held in treasury) and admitted to trading on the main market
of the London Stock Exchange. The International Securities Identification
Number for the ordinary shares is GB00BP92CJ43. Tate & Lyle's LEI Number
is LEI: 2138008K14474WPKZ244.

 

Tate & Lyle has an American Depositary Receipts ("ADR") programme for
which Citi acts as Depositary. 1 ADR represents 4 ordinary shares in Tate
& Lyle. The ADRs trade on the OTCQX platform. The trading symbol for these
securities is TATYY and the ISIN is US8765707067.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available Tate & Lyle's website (www.tateandlyle.com) by no later than 12
noon (London time) on 15 May 2026. The content of the website referred to in
this announcement is not incorporated into and does not form part of this
announcement.

 

Additional information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.

 

This announcement has been prepared in accordance with English law and
information disclosed may not be the same as that which would have been
disclosed in accordance with the laws of jurisdictions outside England, The
distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Tate & Lyle
should one be made who are not resident in the United Kingdom may be affected
by the laws of relevant jurisdictions. Therefore, any persons who are subject
to the laws of any jurisdiction other than the United Kingdom or shareholders
of Tate & Lyle who are not resident in the United Kingdom will need to
inform themselves about, and observe, any applicable requirements.

 

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