Statement re Possible Offer for Tate & Lyle

Tate & Lyle PLC

14 May 2026

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 May 2026

Tate & Lyle PLC ("Tate & Lyle" or the "Company")

Statement Regarding Possible Offer for Tate & Lyle

Following recent press speculation, the Board of Tate & Lyle (the "Board") confirms that Ingredion Incorporated ("Ingredion") has made a conditional proposal regarding a possible cash offer for the entire issued and to be issued ordinary share capital of Tate & Lyle (the "Proposal").

Under the Proposal, Tate & Lyle shareholders will receive value of up to 615 pence for each Tate & Lyle share through a combination of 595 pence in cash consideration per Tate & Lyle share and the right to receive a final dividend for the financial year ended 31 March 2026 of up to 13 pence per Tate & Lyle share and an interim dividend for the six months to 30 September 2026 of up to 7 pence per Tate & Lyle share (the "Permitted Dividends"). The Permitted Dividends will be paid by Tate & Lyle to its shareholders subject to the receipt of the appropriate Board and shareholder approvals and in line with its ordinary course timetable of paying final and interim dividends.

The Proposal follows a number of earlier approaches from Ingredion to the Board regarding a possible offer for Tate & Lyle.

The Board and Ingredion are in discussions regarding the Proposal.

There can be no certainty that any offer will be made, nor as to the final terms on which any offer might be made. A further announcement will be made when appropriate.

Under Rule 2.6(a) of the Code, Ingredion is required, by not later than 5.00 pm on 11 June 2026, to either announce a firm intention to make an offer for Tate & Lyle in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is being made without the consent of Ingredion.

The person responsible for releasing this announcement on behalf of Tate & Lyle is Victoria Barlow, Company Secretary.

Enquiries

Tate & Lyle PLC Investors Kate Postans, VP Investor Relations	[phone]
Media   Nick Hassell, FTI Consulting Email: [e-mail]	[phone]
Goldman Sachs International Anthony Gutman Nick Harper Twisha Priya	[phone]
Greenhill & Co. International LLP Seamus Moorhead Charlie Stripp Charles Gournay	[phone]
Citigroup Global Markets Limited Andrew Seaton Robert Way Christopher Wren	[phone]
BofA Securities Ed Peel Oliver Elias	[phone]

Linklaters LLP are retained as legal advisers to Tate & Lyle.

Important notice

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Tate & Lyle and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Tate & Lyle for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho Financial Group, Inc., which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Tate & Lyle and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Tate & Lyle for providing the protections afforded to clients of Greenhill nor for providing advice in connection with the matters referred to in this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority and the PRA, is acting for Tate & Lyle and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Tate & Lyle for providing the protections afforded to clients of Citi nor for providing advice in connection with the contents of this announcement, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting exclusively for Tate & Lyle and for no one else in connection with matters referred to in this announcement and will not be responsible to anyone other than Tate & Lyle for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, as at the date of this announcement, Tate & Lyle has 445,446,940 fully paid ordinary shares in issue (excluding 31,294,579 shares held in treasury) and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the ordinary shares is GB00BP92CJ43. Tate & Lyle's LEI Number is LEI: 2138008K14474WPKZ244.

Tate & Lyle has an American Depositary Receipts ("ADR") programme for which Citi acts as Depositary. 1 ADR represents 4 ordinary shares in Tate & Lyle. The ADRs trade on the OTCQX platform. The trading symbol for these securities is TATYY and the ISIN is US8765707067.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available Tate & Lyle's website (www.tateandlyle.com) by no later than 12 noon (London time) on 15 May 2026. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England, The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Tate & Lyle should one be made who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Tate & Lyle who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

 

END