REG - Tate & Lyle PLC Ingredion Inc. - Scheme of Arrangement

RNS Number : 8781K Tate & Lyle PLC 03 July 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

FOR IMMEDIATE RELEASE

3 July 2026

Recommended Cash Offer

for

Tate & Lyle plc ("Tate & Lyle")

by

Ingredion Incorporated ("Ingredion")

Publication of Scheme Document

On 8 June 2026, Tate & Lyle and Ingredion announced that they had reached agreement on the terms of a recommended cash offer by Ingredion for the entire issued and to be issued share capital of Tate & Lyle (the "Acquisition"). It is intended that the Acquisition will be effected by means of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Tate & Lyle and Ingredion are pleased to announce that the Scheme Document is being sent, or made available, to Tate & Lyle Shareholders today. The Scheme Document sets out, amongst other things, a letter from the Chair of Tate & Lyle, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by Tate & Lyle Shareholders.

Action required and notices of the Court Meeting and General Meeting

As described in the Scheme Document, the Scheme will require the approval of Tate & Lyle Shareholders at the Court Meeting and the passing of a special resolution by Tate & Lyle Shareholders at the General Meeting, and then the approval of the Court. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms as described more fully in the Scheme Document.

The Court Meeting and the General Meeting to approve the Scheme are scheduled to be held at 11:00 a.m. and 11:15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively, each on 28 July 2026 at 5 Marble Arch, London W1H 7EJ, United Kingdom.

Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions, in particular the Material Antitrust Conditions, set out in the Scheme Document, the Scheme is expected to become effective during the second half of 2027.

Tate & Lyle Shareholders are asked to submit proxy appointments and voting instructions for the Court Meeting and the General Meeting (as applicable) as soon as possible, using any of the methods described in the Scheme Document (by post, online or electronically). It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Tate & Lyle Shareholders. The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction electronically or online as described in the Scheme Document) will not prevent you from attending and voting at either the Court Meeting or the General Meeting, or any adjournment thereof, if you so wish and are so entitled.

Recommendation

The Tate & Lyle Directors, who have been so advised by Goldman Sachs and Greenhill as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Tate & Lyle Directors, Goldman Sachs and Greenhill have taken into account the commercial assessments of the Tate & Lyle Directors. Both Goldman Sachs and Greenhill are providing independent financial advice to the Tate & Lyle Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, in order to implement the Acquisition, the Tate & Lyle Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the Tate & Lyle Directors have irrevocably undertaken to do in respect of their own beneficial holdings of Tate & Lyle Shares (or those Tate & Lyle Shares over which they have control).

Timetable

An expected timetable of principal events is set out in the Appendix to this announcement.

Shareholder helpline

Tate & Lyle Shareholders who have any queries about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or to submit your proxies electronically should contact the Shareholder Helpline operated by Equiniti, the Tate & Lyle's Registrar, between 8:30 a.m. and 5:30 p.m. Monday to Friday (excluding English and Welsh public holidays) on +44 (0) 371 384 2050. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. If calling from outside the UK, please ensure that the country code is used. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

Tate & Lyle Share Plans

Participants in the Tate & Lyle Share Plans will be contacted separately on or around the date of this announcement to inform them of the effect of the Scheme on their rights under the Tate & Lyle Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.

The Scheme Document will be available on the Tate & Lyle's website at www.tateandlyle.com up to and including the end of the Acquisition.

For information purposes only, the Scheme Document will also be sent, or made available to, to holders of options over Tate & Lyle shares and persons with information rights.

A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

Notes relating to Financial Advisers

Goldman Sachs International ("Goldman Sachs"), 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, 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., and 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 and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, 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, 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 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.

Important Notices

This announcement is for information purposes only and does not constitute an offer 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. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will 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 Takeover Code 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 the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and the availability of the Acquisition to Tate & Lyle Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK, or who are subject to other jurisdictions, should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Ingredion or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will 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 Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws in 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 in 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 such jurisdictions where to do so would violate the laws in that jurisdiction.

Sanctioned Shareholders

If any Tate & Lyle Shares are Scheme Restricted Shares: (i) no right, title or interest in any such Scheme Restricted Shares will be transferred to Ingredion on the Effective Date; (ii) no holder of any Scheme Restricted Shares will be entitled to vote at the Court Meeting or the General Meeting; (iii) no holder of Scheme Restricted Shares will receive any Cash Consideration under the Acquisition on the Effective Date; and (iv) under the terms of the Acquisition and the Scheme, subject to compliance with any Sanctions and with effect on and from the Effective Date, all rights attaching to any such Scheme Restricted Shares will cease to be exercisable until such time as such Scheme Restricted Shares are transferred to Ingredion.

Additional information for Tate & Lyle Shareholders in the US

The Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules or the laws of other jurisdictions outside the United Kingdom.

Ingredion reserves the right to elect, with the consent of the Panel, and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable. Such Takeover Offer would be made in the United States by Ingredion and no one else. In addition to any such Takeover Offer, Ingredion, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Tate & Lyle outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

The financial information relating to Ingredion Group referred to in the Scheme Document has been extracted from the unaudited quarterly financial results of the Ingredion Group for the quarterly period ended 31 March 2026 and the audited consolidated financial statements of Ingredion for the financial years ended 31 December 2025, 31 December 2024 and 31 December 2023, which have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). In addition, the financial information relating to Tate & Lyle has been extracted from the relevant audited consolidated financial statements of Tate & Lyle for the financial years ended 2026 and 2025 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain respects from IFRS. With the exception of the financial information in Part C of Part V, no other financial information in the Scheme Document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Cautionary note regarding forward looking statements

This announcement and the documents incorporated by reference into it contains statements about Ingredion and Tate & Lyle that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements 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 Ingredion's or Tate & Lyle's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Ingredion's or Tate & Lyle's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including the following factors, among others, relating to the Acquisition: the possibility that the Acquisition may not be completed when expected or at all because of a failure to satisfy the Conditions (including the Material Antitrust Conditions) or for other reasons; the risk that the benefits of the Acquisition may not be fully realized or may take longer to realize than expected, including as a result of the risks and uncertainties discussed in this announcement or in information incorporated by reference in this announcement; and any failure promptly and effectively to integrate the businesses of the Ingredion Group and the Tate & Lyle Group. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Ingredion, Tate & Lyle, the Tate & Lyle Group and the Ingredion Group expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

All subsequent written and oral forward looking statements attributable to Ingredion or persons acting on Ingredion's behalf are expressly qualified in their entirety by the cautionary statements above. The forward looking statements included herein are made only as of the date of this announcement. Ingredion does not intend, and does not undertake any obligation, to update these forward looking statements.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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) of the Takeover Code applies must be made by no later than 3:30 p.m. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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(s), 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 p.m. 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 Panel's website at http://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.

No profit forecasts or estimates

Other than Appendix I of the Scheme Document, no statement in this announcement, the Scheme Document, or incorporated by reference in the Scheme Document is intended as a profit forecast or estimate for any period and no statement in this announcement or the Scheme Document should be interpreted to mean that earnings or earnings per share for Ingredion or Tate & Lyle, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Ingredion or Tate & Lyle, as appropriate

Publication on Website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Tate & Lyle's website at www.tateandlyle.com by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Rounding

Certain figures included in the Scheme Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement, the Scheme Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant, or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Tate & Lyle's and Ingredion's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Tate & Lyle Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

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