Announcements

Title PDF
Scheme Document Publication Announcement – 18 May 2020
Announcement on the dispatch date of the Scheme Document
Firm Offer Announcement by Ingredion SRSS Holdings for PureCircle Limited – 9 April 2020

Scheme Documents

Title PDF
Scheme Document dated 18 May 2020
BLUE Form of Proxy for Court Meeting
WHITE Form of Proxy for General Meeting
BLUE Form of Instruction for Court Meeting
WHITE Form of Instruction for General Meeting
PINK Form of Election
Rule 15 Letter – Cash cancellation
Rule 15 Letter – Cash acquisition (with share alternative)
Rule 15 Letter – CEO

Director Irrevocable Undertakings

Title PDF
Irrevocable Undertaking – Olivier Maes
Irrevocable Undertaking – Guy Wollaert
Irrevocable Undertaking – Peter Lai Hock Meng

Shareholder Irrevocable Undertakings

Title PDF
Irrevocable Undertaking – Alwaha Fund Limited
Irrevocable Undertaking – Asian Investment Management Services Limited
Irrevocable Undertaking – Halfmoon Bay Capital Limited
Irrevocable Undertaking – Magomet Malsagov
Irrevocable Undertaking – Tan Boon Seng
Irrevocable Undertaking – OLAM International Limited
Irrevocable Undertaking – Wang Tak Company Limited

Other Offer Related Documents and Agreements

Title PDF
Confidentiality Agreement
Clean Term Agreement
Implementation Agreement
Shareholders’ Agreement
KPMG Consent Letter
Citi Consent Letter
Bridge Facility
Fee Letter
Equity Subscription Agreement
Initial Ingredion SRSS Holdings Articles of Association
PureCircle Bye-Laws
PureCircle Bye-Laws, as proposed to be amended
New PureCircle Bye-laws, as proposed to be adopted
Bidco New Articles of Association
Audited accounts of PureCircle for the financial year ended 30 June 2017
Audited accounts of PureCircle for the financial year ended 30 June 2018
Audited accounts of PureCircle for the financial year ended 30 June 2019
Unaudited interim accounts of PureCircle for the six month period ended 31 December 2019
Citi Consent Letter for Scheme Document
KPMG Consent Letter for Scheme Document
KPMG Consent Letter for Rule 15 Letters
Bidco Equity Subscription Agreement
PureCircle Equity Subscription Agreement
2020 PureCircle Revolving Credit Facility
HSBC Letter of Credit
Junior Subordination Deed
Senior Subordination Deed
Deed of Indemnity
Waiver to Bridge Loan Agreement
Termination notice in respect of the Bridge Loan Agreement

Dealing Disclosure Forms

Form Description Rule(s)
Form 8 (OPD) Public Opening Position Disclosure by a party to an offer Rules 8.1 and 8.2
Form 8 (DD) Public Dealing Disclosure by a party to an offer or person acting in concert (including dealings for the account of discretionary investment clients) Rules 8.1, 8.2 and 8.4
Form 8.3 Public Opening Position Disclosure/Dealing Disclosure by a person with an interest in relevant securities representing 1% or more Rule 8.3
Form 8.5 (EPT/NON-RI) Public Opening Position Disclosure/Dealing Disclosure by an exempt principal trader without recognised intermediary (“RI”) status (or where RI status is not applicable) Rules 8.5(a), (b) and (c)(i)
Form 8.5 (EPT/RI) Public Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client-serving capacity Rule 8.5(c)(ii)
Form 8.6 Private Dealing Disclosure by an exempt fund manager with no interests in securities representing 1% or more in any party Rule 8.6
Form 8.7 Private disclosure of dealings for the account of non-discretionary investment clients by a party to an offer or person acting in concert Rule 8.7
Supplemental Form 8 (Open Positions) Details of open option and derivative positions, agreements to purchase or sell etc. Note 5(i) on Rule 8
Supplemental Form 8 (SBL) Details of securities borrowing and lending and financial collateral arrangements by offerors, offeree companies and persons acting in concert Note 5(l) on Rule 8