Business
Scheme of Arrangement
Tate & Lyle plc announced that the Scheme Document detailing Ingredion Incorporated's recommended cash offer for Tate & Lyle is being sent to shareholders today, with meetings to approve the scheme scheduled for July 28, 2026. The acquisition, intended to be effected by a court-sanctioned scheme of arrangement, is expected to become effective in the second half of 2027, subject to shareholder approval, court sanction, and the satisfaction of other conditions, including Material Antitrust Conditions. The Tate & Lyle Directors unanimously recommend shareholders vote in favour of the scheme, having received financial advice from Goldman Sachs and Greenhill. Disclaimer*
About this update from Tate & Lyle Plc
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...