Further to the announcements of 20 June 2024 and 3 October 2024, Tate & Lyle announces that on 15 November 2024 it completed the acquisition of the entire issued share capital of (i) CP Kelco U.S.; (ii) CP Kelco China; and (iii) CP Kelco ApS together with each of their respective subsidiaries (together ‘CP Kelco’) a leading provider of pectin, speciality gums and other nature-based ingredients, from J.M. Huber Corporation (‘Huber’) (the ‘Transaction’).
There has been no material change affecting any matters contained in Tate & Lyle’s announcements relating to the Transaction of 20 June 2024 and 3 October 2024.
Nick Hampton, Chief Executive Officer of Tate & Lyle, commented:
“Today, as we complete the combination with CP Kelco, we begin a new chapter in Tate & Lyle’s long and rich history.
We are delighted to welcome our new colleagues from CP Kelco, as well as its customers and partners to Tate & Lyle. This is an exciting time for both businesses as we come together to create a new and compelling proposition for our customers. With its unique portfolio of ingredients and solutions capabilities, and leading positions across sweetening, mouthfeel and fortification, the combined business is perfectly positioned to support customers as they look to meet growing global consumer demand for healthier, tastier and more sustainable food and drink.
My thanks to all those who worked so tirelessly and diligently across Tate & Lyle and CP Kelco to complete this transaction. I would also like to thank Gretchen McClain and the team at Huber for their immense contribution, and to welcome Glenn and Cláudia to the Tate & Lyle Board.
The growth potential of the new business is substantial, and we look forward to the future with great excitement and confidence."
Board changes
In accordance with the relationship agreement entered into between Tate & Lyle and Huber (the ‘Relationship Agreement’), Huber is currently entitled to nominate two non-executive directors to the board of Tate & Lyle (the ‘Board’) with effect from the completion of the Transaction.
Tate & Lyle is pleased to announce the appointment of Glenn M. Fish, Executive Vice President & Chief Financial Officer of Huber, and Cláudia Vaz de Lestapis, Executive Vice President, General Counsel and Corporate Secretary of Huber, to the Board as non-executive directors, with effect from 15 November 2024. For more information see Appendix 1.
Issuance of Consideration Shares to Huber
In accordance with the terms of the Transaction, the Company has issued and allotted 75,000,000 new fully paid Tate & Lyle ordinary shares to Huber (the ‘Consideration Shares’) as part consideration for the Transaction.
Huber is now a significant long-term shareholder of Tate & Lyle, owning approximately 16% of the Company's share capital immediately following completion of the Transaction.
Applications have been made for the Consideration Shares to be admitted to listing on the Equity Shares (Commercial Companies) Category of the Financial Conduct Authority’s Official List and to trading on the London Stock Exchange’s main market for listed securities (‘Admission’). It is currently anticipated that Admission will occur at 08:00 (UK Time) on 18 November 2024.
Total Voting Rights
Following the issuance and allotment of the Consideration Shares, and in accordance with the FCA’s Disclosure Guidance and Transparency Rules 5.6.1R and 5.6.1AR, the Company hereby notifies the market that the Company's issued share capital as at 15 November 2024 consists of 476,722,733 ordinary shares (‘Ordinary Shares’), including 24,813,4001 Ordinary Shares held in Treasury. Ordinary Shares held in Treasury do not carry any voting rights.
Therefore, following the issuance and allotment of the Consideration Shares, the total number of voting rights in the Company is 451,909,333 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Tate & Lyle under the Disclosure Guidance and Transparency Rules.
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1. Excludes Ordinary Shares that have been, or may be, repurchased by the Company on 15 November 2024 as part of its ongoing share buyback programme.
For more information contact:
For Tate & Lyle PLC
Investors and analysts
Christopher Marsh, VP Investor Relations
Tel: Mobile: +44 (0) 7796 192 688
Media
Nick Hasell, FTI Consulting
Tel: Mobile: +44 (0) 7825 523 383
Tel: Office: +44 (0) 203 727 1340
Email: tate@fticonsulting.com
For Huber:
Lea Volpe
Vice President, Communications & Community Relations
Tel: Mobile: +1 404 956 4470
Information on CP Kelco
CP Kelco is a nature-based ingredient solutions company with approximately 90 years of experience working with food, beverage, consumer and industrial products manufacturers worldwide. It produces an extensive range of high-quality, plant-based and fermentation-derived ingredients to provide tailored solutions for its customers.
It is committed to providing responsibly sourced and produced ingredients for its customers with whom it collaborates closely through a global team of scientists and applications experts. Key products include pectin, carrageenan, gellan gum, xanthan gum, diutan gum, fermentation-derived cellulose, refined locust bean gum, microparticulated whey protein concentrate and citrus fibre.
CP Kelco has a strong global talent base of around 1,700 employees working out of seven manufacturing facilities, two global innovation centres and nine regional application centres. The business is headquartered in Atlanta, Georgia, US. CP Kelco is committed to safety, quality and sustainability, and to deliver a positive social impact.
Information on Huber
Huber, headquartered in Atlanta, Georgia (US), operates, partners and invests in a diverse portfolio of businesses. Huber operates Huber Engineered Materials, Huber Engineered Woods and Huber Resources Corp., is an invested shareholder in Tate & Lyle (LSE: TATE.L), and an investor in KaMin and timberlands in the US.
With locations around the world, Huber’s businesses create products used in a broad range of applications including personal care, food and beverage, agricultural nutrients and adjuvants, building materials, flame retardants and smoke suppressants, while also providing sustainable forestry services. Founded in 1883, Huber is one of the largest family-owned companies based in the US.
For more information, please visit www.huber.com.
