Important Disclaimer
Potential cash offer for the entire issued and to be issued share capital of Tate & Lyle plc ("Tate & Lyle") by Ingredion Incorporated ("Ingredion") (the "Possible Offer").
YOU ARE ATTEMPTING TO ENTER AN AREA OF INGREDION'S WEBSITE WHICH IS DESIGNATED FOR THE PUBLICATION OF AN ELECTRONIC VERSION OF THE ANNOUCEMENT MATERIALS RELATING TO THE POSSIBLE OFFER, CURRENTLY LIMITED TO THE ANNOUCEMENT (THE "2.4 ANNOUNCEMENT") BY INGREDION UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") RELATING TO THE POSSIBLE OFFER (THE "MICROSITE"). PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS MICROSITE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS AND RESPONSIBILITIES. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS MICROSITE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART WITHOUT NOTICE.
ACCESS TO THE MATERIALS CONTAINED IN THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE.
THE INFORMATION ON THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT 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 OF INGREDION TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH INGREDION REGARDS AS UNDULY ONEROUS. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE, TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE POSSIBLE OFFER.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION, CURRENTLY LIMITED TO THE 2.4 ANNOUNCEMENT (THE "INFORMATION") PUBLISHED BY INGREDION IN RELATION TO THE POSSIBLE OFFER IN COMPLIANCE WITH ENGLISH LAW AND THE CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS INFORMATION HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION OUTSIDE OF ENGLAND AND WALES. 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.
NO OFFER CAN BE VALIDLY ACCEPTED BY TATE & LYLE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE INFORMATION FROM THIS WEBSITE.
Access to the Information
You are attempting to enter the Microsite that is designated for the publication of documents and information in connection with the Possible Offer.
This Microsite contains electronic versions of materials relating to the Possible Offer, currently limited to the 2.4 Announcement. The materials you are seeking to access are made available by Ingredion in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to Ingredion that they are doing so for information purposes only. The Information does not constitute or form any part of an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful. Any firm offer by Ingredion would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted.
To allow you to view Information about the Possible Offer you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view any Information about the Possible Offer.
Overseas jurisdictions
The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure, a requirement to comply with any governmental or other consent or any registration, filing or other unduly onerous formality (a "Restricted Jurisdiction") and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials.
The Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction. Persons who are not resident in the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable regulatory or legal requirements in their jurisdiction.
The Information may not be downloaded or accessed by any person or otherwise forwarded, transmitted or shared with any other person, either in whole or in part from, into or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations and any persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
The Information has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the Information in this 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 Microsite and seek independent advice. Ingredion and its advisers do not assume any responsibility for any violation by any person of these restrictions.
Additional U.S. Information
The Possible Offer relates to the securities of a non-U.S. company and will be governed by English law. The Possible Offer, if made, will be subject to disclosure and procedural requirements of the United Kingdom which are different from those in the U.S. Neither the U.S. Securities and Exchange Commission, nor any securities commission of any state, territory or possession of the United States has approved or will approve the Possible Offer, pass upon the fairness of the Possible Offer or pass upon the adequacy or accuracy of any Information in this Microsite. Any representation to the contrary is a criminal offence in the United States.
Any Possible Offer, if made, will be subject to UK procedural and disclosure requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments which may be different from those applicable under U.S. domestic tender offer procedures and laws.
The securities referenced in this notice or in the Microsite have not been registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
The Possible Offer relates to shares in an English company and will be governed by English law. Moreover, the Possible Offer is subject to the disclosure requirements and practices applicable in England, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules.
Any financial statements or other financial information included in the Microsite has been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with accounting principles generally accepted in the United States.
It may be difficult for U.S. investors to enforce their rights and any claims they may have arising under the US federal securities laws in connection with a Possible Offer, if made, since Tate & Lyle is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. U.S. investors may not be able to sue a non-U.S. company or its respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
Forward-Looking Statements
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations, business strategy, plans and objectives of the management of Ingredion and the wider Ingredion group (being Ingredion and its subsidiaries and subsidiary undertakings) following the implementation of the Possible Offer.
Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements are based on the current expectation of the management of that company and are naturally subject to uncertainty and changes in circumstances that could cause actual results to differ materially from any expected future results in such forward-looking statements. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "targets", "estimates", "expects", "indicates", "aims", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans. 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 operations and potential synergies resulting from the Possible Offer; and (iii) the effects of government regulation on each of Ingredion's and/or Tate & Lyle's businesses.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The factors include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, no assurance can be given that any forward-looking statement will prove to be correct in the future. These forward-looking statements speak only as of the date of the respective documents. Ingredion expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
The forward-looking statements contained on this Microsite are based on numerous assumptions and assessments made in light of the relevant party's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the respective documents. Ingredion nor any of its affiliated companies has, or accepts, responsibility or duty to update or publicly revise any forward-looking statements (whether as a result of new information, subsequent events or otherwise), except as required by applicable law or regulation. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite and in the Information. Neither Ingredion, nor any of its respective associates or directors, officers or advisers provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Microsite will actually occur. You are therefore cautioned not to place reliance on these forward-looking statements.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast, profit estimate, or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Possible Offer.
Responsibility for Information
In relation to the Information, the only responsibility accepted by the persons of appropriate seniority and with appropriate authority of Ingredion (the "Responsible Persons") is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any Information issued or published by third parties that are accessible in this Microsite, the only responsibility accepted by Ingredion and its directors is for the correctness and fairness of its reproduction in this Microsite.
None of the Responsible Persons, Ingredion or their affiliated companies 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 or form a part of this website by a third party.
The Information speaks only at the specified date of the relevant Information and none of Ingredion or its affiliated companies has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).
Other
If you are in doubt about the Information, the Possible Offer or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser as to the suitability of any action.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
- I have read and understood the notice set out above and agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this Microsite.
- I confirm that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws, rules or regulations of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send (by any means including by electronic transmission) any of the materials and Information on this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to Ingredion that I intend to access this Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations, you should click on 'Disagree' below, and by doing so, you will not be able to proceed to the Microsite.
