Last Updated: April 9, 2020
CASH OFFER FOR PURECIRCLE LIMITED (“PURECIRCLE”) BY INGREDION SRSS HOLDINGS LIMITED (“BIDCO”), A WHOLLY OWNED SUBSIDIARY OF INGREDION INCORPORATED (“INGREDION”)
THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY PURECIRCLE RELATING TO THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT, OR OTHERWISE LOCATED, IN SUCH A JURISDICTION, AND THAT YOU ARE NOT A US PERSON), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. THIS INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY US PERSONS OR PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH PURECIRCLE REGARDS AS UNDULY ONEROUS.
Access to information relating to the Offer
You are attempting to enter the Microsite, which is designated for the publication of documents and information in connection with the Offer.
Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon whom you are and where you live or whether you are otherwise a US Person, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and must be read carefully each time you visit this Microsite.
For regulatory reasons, PureCircle has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view Information relating to the Offer, you are required to read the following and then, if you are able to agree, press “I AGREE” below. If you are unable to agree, you should press “I DECLINE” and you will not be able to view Information relating to the Offer.
Any securities referred to in the information in this section of the website have not been and will not be registered under the securities laws of Canada, Japan or Australia or any other Restricted Jurisdiction referred to below 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. The issue of share consideration as an alternative to cash to PureCircle shareholders in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, share consideration is not being made available to PureCircle shareholders in Restricted Jurisdictions, who shall receive cash.
The Information is not for publication or distribution, directly or indirectly, into any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for PureCircle, Bidco or Ingredion or would otherwise violate the law of that jurisdiction, including without limitation, the United States, Canada, Japan and Australia (a “Restricted Jurisdiction“) and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The information contained in this section of the website is not intended for, and is not to be made available to, persons located or resident in any Restricted Jurisdiction or to any US persons (“US Persons“) as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act“).
If you are not resident or located in a Restricted Jurisdiction or you are otherwise not a US Person, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view the Information on the Microsite, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page. PureCircle, Bidco and Ingredion and their respective advisers do not assume any responsibility for any violation by any person of these restrictions. Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
Nothing in this section of the website, nor anything which can be downloaded from it, 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 Offer in any jurisdiction in which such offer or solicitation is unlawful.
By clicking “I AGREE” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction or otherwise a US Person and that PureCircle is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite by clicking on the “I DECLINE” box below and seek independent advice.
To the fullest extent permitted by applicable law, PureCircle, Bidco and Ingredion and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of this Microsite have been prepared in accordance with English law, and accordingly, the information disclosed may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
Notice to US investors
Any securities referred to in the information in this section of the website have not been and will not be registered under the Securities Act, or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange in the United States, and may not be offered, sold or delivered, directly or indirectly, in, into or from the United States or to US Persons. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of any such securities or determined that the information in this section of the website is accurate or complete. Any representation to the contrary is a criminal offence. The issue of share consideration as an alternative to cash to PureCircle shareholders in the United States would necessitate compliance with special requirements under the laws of the United States. Accordingly, share consideration is not being made available to PureCircle shareholders in the United States, who shall receive cash.
The Offer is expected to be made by way of a scheme of arrangement under the Bermuda Companies Act 1981 (the “Scheme“). A transaction implemented by means of a scheme of arrangement is not subject to the tender offer provisions of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “US Exchange Act“).
Accordingly, the Offer will be subject to Bermuda and English procedural and disclosure requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Financial information relating to PureCircle included in this section of the website has been and will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with accounting principles generally accepted in the United States.
The receipt of cash consideration by a US holder for the transfer of its PureCircle Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each US holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer applicable to it, including under applicable United States state and local, as well as overseas and other, tax laws.
If Bidco were to elect to implement the acquisition by means of a takeover offer instead of the Scheme, such takeover offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by Bidco and no one else.
It may be difficult for US holders of PureCircle shares to enforce their rights and claims arising out of US law, since PureCircle is, and any offeror may be, located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of PureCircle shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US law. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
The Information may contain certain “forward‑looking statements” regarding the financial position, business strategy or plans for future operations of PureCircle, Bidco, Ingredion and their respective groups of companies. All statements other than statements of historical fact included in any document may be forward‑looking statements. Forward‑looking statements also often use words such as “believe”, “expect”, “estimate”, “intend”, “anticipate” and words of a similar meaning. By their nature, forward‑looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. PureCircle assumes no obligation to, and does not intend to, revise or update any forward‑looking statements, except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for PureCircle.
Basis of access to Information
Access to the electronic version of any Information relating to the Offer is being made available by PureCircle in good faith and for information purposes only. Any person seeking access to the Information on this Microsite represents and warrants to PureCircle that he or she is doing so for information purposes only. Making Information relating to the Offer available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in PureCircle, Bidco or Ingredion nor does it constitute an invitation, solicitation or recommendation by PureCircle, Bidco, Ingredion or any other person to any other person to take any other action in relation to the Offer.
You should not forward, transmit or show the information contained in this Microsite to any person. In particular, you should not forward or transmit the information contained in this Microsite in or into any Restricted Jurisdiction.
If you are in any doubt about the contents of this Microsite or, where applicable, the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. Any actions or decisions required by PureCircle’s shareholders in connection with the Offer should only be made on the basis of the information set out in documents sent to or made available to PureCircle’s shareholders.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, PureCircle, Bidco and Ingredion and any of their affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on this Microsite, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Microsite, the only responsibility accepted by the directors of PureCircle and/or Bidco and/or other responsible representative of Ingredion (the “Responsible Persons”) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Microsite and not for any other information on the website which you may visit on leaving the Microsite.
None of the Responsible Persons, PureCircle, Bidco, Ingredion or any of their employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Microsite or PureCircle’s website by a third party.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled “I AGREE” you represent and warrant to each of PureCircle, Bidco and Ingredion that:
If you are not able to give all these confirmations, you must exit this webpage or click on “I DECLINE” below.
I have read and understood the notice set out above and -Please Choose- “I AGREE”/ “I DECLINE” to be bound by the terms of this notice.