Tender Offer

Tender Offer

Tate & Lyle PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE “OFFER RESTRICTIONS” BELOW).

16 November 2009

TATE & LYLE INTERNATIONAL FINANCE PLC

LAUNCHES CASH TENDER OFFER

Tate & Lyle PLC (Tate & Lyle) announces that its subsidiary, Tate & Lyle International Finance PLC (the Company) is inviting holders of its £200,000,000 6.50 per cent. Notes due 2012 (the Notes) issued under the €1,000,000,000 Note Programme of the Company and Tate & Lyle to tender their Notes for repurchase by it for cash (the Offer).

The Offer is made on the terms and subject to the conditions contained in the tender offer memorandum dated 16 November 2009 (the Tender Offer Memorandum) and should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Offer is being made as part of Tate & Lyle's ongoing management of its balance sheet and debt maturity profile.

The Company also announces today its intention to issue new sterling - denominated notes, subject to market conditions.

The price payable for the Notes accepted for repurchase (the Repurchase Price) will be determined at or around 2 p.m., London Time (the Pricing Time) on Tuesday, 24 November 2009 (the Pricing Date) in accordance with market convention by reference to the annual equivalent of the sum of (i) the Repurchase Spread and (ii) the Benchmark Security Rate. The Company will also pay Accrued Interest on those Notes accepted for repurchase pursuant to the Offer, all as further detailed in the Tender Offer Memorandum.

The Company proposes to accept up to £70,000,000 in aggregate nominal amount of the Notes (the Maximum Acceptance Amount) for repurchase pursuant to the Offer (although the Company reserves the right, in its sole discretion, to accept more than the Maximum Acceptance Amount for repurchase). If the aggregate nominal amount of Notes tendered for repurchase is greater than the Maximum Acceptance Amount, Notes will be accepted for repurchase by the Company on a pro rata basis, as further set out in the Tender Offer Memorandum.

A summary of the terms appear below:

Description of the Notes	Â	Common code/ISIN	Â	Outstanding nominal amount	Â	Amount subject to the Offer	Â	Benchmark Security	Â	Repurchase Spread
£200,000,000 6.50 per cent. Notes due 2012		015013087/ XS0150130879		£200,000,000		Subject as set out herein, an aggregate nominal amount of up to £70,000,000		5.00 per cent. UK Treasury Gilt due 7 March 2012		180 bps

In order to be eligible to receive the Repurchase Price and Accrued Interest, Noteholders must validly tender their Notes by 4.00 p.m. (London time) on 23 November 2009 (the Expiration Deadline), by delivering, or arranging to have delivered on their behalf, in accordance with the procedures set out in the Tender Offer Memorandum under "Procedures for Participating in the Offer", a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. The deadlines set by any intermediary or clearing system will be earlier than the deadline specified above.

The Company will announce at 10.00 a.m. on 24 November 2009 whether it accepts for repurchase Notes validly tendered in the Offer and the aggregate nominal amount of such Notes (if any) and the pro ration factor, if any.

Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time.

Tenders of Notes in the Offer will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum under "Amendment and Termination".

Unless stated otherwise, announcements will be made by the issue of a press release to RNS and/or a Notifying News Service and/or by delivery of notices to the Clearing Systems for communication to Direct Participants and may also be found on the relevant Reuters International Insider Screen. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which can be found below.

Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Dealer Managers or the Tender Agent for the relevant announcements during the course of the Offer, the contact details for which are below.

The anticipated transaction timetable is summarised below:

Date and time	Â	Event
Monday, 16 November 2009		Launch Date
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Monday, 23 November 2009 at 4.00 p.m. (London time)		Expiration Deadline
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Tuesday, 24 November 2009 at or around 10.00 a.m. (London time)		Announcement of Acceptance and Results
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Tuesday, 24 November 2009 at or around 2.00 p.m. (London time)		Pricing Date and Time
		Determination and announcement of the Repurchase Price (as soon as practicableRepurchase Price (as soon as practicable after such determination)after such determination) (including the Benchmark Security Rate(including the Benchmark Security Rate and Repurchase Yield)and Repurchase Yield)	Â
Friday, 27 November 2009		Settlement Date

This is an indicative timetable and may be subject to change. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require to receive instructions to participate in the Offer before the deadlines specified above.

Barclays Bank PLC and The Royal Bank of Scotland plc are acting as Dealer Managers for this Offer. The Bank of New York Mellon is acting as Tender Agent. For detailed terms of the Offer please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Dealer Managers and the Tender Agent referred to below:

THE DEALER MANAGERS

Barclays Bank PLC

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The Royal Bank of Scotland plc

5 The North Colonnade

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135 Bishopsgate

Canary Wharf	Â	Â	Â	London EC2M 3UR
London E14 4BB

For information by telephone: 020 7773 8890

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For information by telephone: 020 7085 8056/3781

Attention: Liability Management Group

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Attention: Andrew Burton/Gianmarco Deiana

Email: [e-mail]

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Email: [e-mail]

THE TENDER AGENT

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The Bank of New York Mellon

One Canada Square

London E14 5AL

For information by telephone: [phone]

Attention: Les Cummings/Andrew Rogers

Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offer. None of the Company, the Dealer Managers or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes in the Offer.

OFFER RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Company and the Dealer Managers to inform themselves about and to observe any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes, and tenders of Notes in the Offer will not be accepted from Noteholders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Company in such jurisdictions.

United States.

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. Each holder of Notes participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Italy.

The Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). The Offer and the Tender Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the extent Noteholders are located or resident in Italy, the Offer is not available to them and they may not tender Notes in the Offer and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer or the Notes may be distributed or made available in Italy.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals in each case acting on their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.