Tate & Lyle plc (LON:TATE) and Ingredion have announced 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.
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.
