TIDMPURE
RNS Number : 7955Z
PureCircle Limited
14 January 2020
Notice of AGM and Company Update
PureCircle (LSE: PURE), the world's leading producer and
innovator of great-tasting stevia sweeteners for the global food
and beverage industry, announces that it has today published a
notice of its 2019 Annual General Meeting ("AGM").
The Company's AGM will be held at the offices of PureCircle at
12th Floor, West Wing, Rohas PureCircle, No. 9, Jalan P. Ramlee,
50250 Kuala Lumpur on 10 February 2020 at 9.00 a.m.
(UTC/GMT+8).
The AGM notice has been submitted to the National Storage
Mechanism and will shortly be available at
www.morningstar.co.uk/uk/nsm and from the Company's website, at
www.purecircle.com/investors
Under the Bermuda Companies Act 1981 and the Company's Bye-laws,
shareholders (individually or together), holding not less than 10%
of the Company's paid up share capital and duly qualified to attend
and vote at the forthcoming AGM, can nominate a person for election
as a Director by depositing nomination papers with the Company's
registered office.
Certain shareholders of the Company (in aggregate representing
11.16%, 13.24% and 16.56% of the total voting shares in the
Company, together the "Nominating Shareholders") have submitted
nomination papers in respect of the following persons to be elected
as Directors (the "Proposed Directors") (each of whom have
confirmed their willingness to be appointed as directors).
The Proposed Directors are Mr. Sridhar Krishnan, Mr. Lai Hock
Meng and Mr. Olivier Maes. Their biographical details are provided
below. The Nominating Shareholders each consider that the proposed
nominees have the requisite individual skills, experience and
attributes to be elected as a Director of the Company.
The Company proposes to seek approval from its shareholders, to
appoint the proposed Directors, whose term shall commence from the
close of the forthcoming AGM, on 10 February 2020.
Additionally, given that the Company's audit process is still
ongoing, the Company's audited accounts in respect of the financial
year ended 30 June 2019, together with the Directors' report and
the Auditors' report thereon and any related matters (including the
appointment of auditors), shall be put forth for election by
shareholders to be received and adopted at a later date via an
adjournment of the AGM. This will to be held on a date no later
than 90 days from 10 February 2020.
Further details of the meeting and resolutions are included in
the Notice of AGM.
John Slosar, Chairman and interim Group CEO said, "The existing
Directors have considered and assessed the proposed Directors and
believe that the Board will continue to maintain a balance of
knowledge and skills. Your Board unanimously recommends that
Shareholders vote in favour of all the resolutions including
resolutions to elect the proposed Directors, to be put forth at the
coming AGM."
UK Corporate Governance Code ("the Code") provides that the
Board should identify the directors it considers to be independent,
and should state its reasons if it determines that a Director is
independent notwithstanding the existence of relationships or
circumstances which may appear relevant to its determination,
including if the Director represents a significant shareholder.
Whilst the proposed Directors are nominated by the Nominating
Shareholders, there exists no business relationship between each of
the proposed Directors and the Nominating Shareholders. The Board
considers Sridhar Krishnan and Olivier Maes to be independent in
character and judgement. The Board agrees that Sridhar will be a
good cultural fit and will broaden the diversity of the Board
membership. Sridhar has extensive experience in the agri-commodity
industry whilst Olivier brings with him a strong background in the
Fast Moving Consumer Goods industry. The Board will continue to
monitor the independence of each of its Independent Directors, as
part of the Company's Board performance evaluation.
Sridhar Krishnan, independent non-executive director
Mr. Sridhar Krishnan is currently serving in an advisory
capacity to organizations covering a cross section of industries.
His 44 years of global experience extends to various industries
such as the textile and agri-commodity industries. Mr. Krishnan's
executive tenure was largely spent in Olam International Limited
("Olam") where he was an Executive Director on its Board from 1998
to 2013. Across his 25 years with Olam, he has held several senior
positions including being the Global Product Head for several
businesses, being a member of the Executive Committee, held the
role of a Regional Head responsible for Olam's operations in
Australia, Asia, and North, South and Central America and Russia,
as well as overseeing the Corporate Communications, Insurance and
Administration functions.
He holds a Bachelor's degree in Commerce and is a postgraduate
in Business Management from a leading business school in India.
No other information is required to be disclosed under LR 9.6.13
of the Listing Rules of the Financial Conduct Authority in relation
to Mr. Krishnan.
Lai Hock Meng, Peter, non-independent non-executive director
Mr. Lai Hock Meng brings with him a wealth of experience from
the financial industry and corporate governance good practices.
Chairman of HML Consulting Group, he held various senior management
positions in banking institutions including Morgan Grenfell Asia
& Partners Securities, SocGen Crosby Securities, Citigroup
Private Bank and OCBC Private Bank.
He has sat on more than 20 boards of listed companies in
Singapore, Hong Kong, Malaysia and United Kingdom over the past 20
years, mainly as chairman of audit committee covering an extensive
range of industries. Currently, Mr. Lai is an executive director of
Riverside Asia Partners Pte Ltd, and a non-executive director of
Tee International Limited.
Mr. Lai has had significant experience working with the Company
having been a previous independent non-executive director of the
Company's Board during the period June 2008 to March 2017.
Mr. Lai is a Chartered Financial Analyst from the CFA Institute,
USA and holds a BA (Honours) degree majoring in Economics from
Cambridge University UK.
Mr. Lai is the advisor to the Board for matters relating to
China and is the Chairman and Legal Representative of one of the
Company's subsidiaries in China. He receives remuneration for his
additional role in the Company.
A list of Mr. Lai's directorships in other publicly listed
companies over the past five years is included in the appendix to
this announcement.
No other information is required to be disclosed under LR 9.6.13
of the Listing Rules of the Financial Conduct Authority in relation
to Mr. Lai.
Olivier Maes, independent non-executive director
Mr. Olivier Maes has more than 25 years of experience in the
FMCG markets. He formerly held CEO positions for Campofrio Food
Group, Danone Group, Kraft Group and Lactalis Group. He has spent
most of his professional career within Danone Group where he held
leadership roles including as CEO of LU Benelux in Belgium and
Netherlands (now Mondelez Benelux after merger with Kraft Benelux)
and CEO of biscuits and snacks ASEAN zone.
He is currently Executive Chairman of Haudecoeur SAS, the number
one French exotic dry food and CEO of Oak Grove International, a
company he founded specialising in providing consultancy to owners,
leaders of businesses in the FMCG market.
Mr. Maes has had significant experience working with the Company
having been a previous independent non-executive director of the
Company's Board during the period September 2007 to March 2016.
Mr. Maes holds an MBA from Ecole des Hautes Etudes Commerciales
(MBA HEC) Paris.
If elected by shareholders, Mr. Maes will be re-joining the
Company after his retirement from the Board in March 2016. During
the period from his retirement in 2016 until now which is almost 4
years, there exist no business relationship between Mr. Maes and
the Company, directly or indirectly.
A list of Mr. Maes's directorship in other publicly listed
companies over the past five years is included in the appendix to
this announcement.
No other information is required to be disclosed under LR 9.6.13
of the Listing Rules of the Financial Conduct Authority in relation
to Mr. Maes.
Appendix - List of directorship in other publicly listed
companies over the past five years
Lai Hock Meng
Position Full Company Name Country of If listed, Principal Activity
Incorporation exchange
that it is
listed on
Current Directorship
Independent Tee International Singapore SGX Investment holding
Non Executive Ltd and property
Director investment and
development
----------------------------- --------------- ------------ ---------------------
Previous Directorships (last 5 yrs)
Independent Delong Holdings Ltd Singapore SGX Steel Manufacturing
Non Executive
Director
----------------------------- --------------- ------------ ---------------------
Independent Dragon Group International Singapore SGX Investment Holding
Non Executive Ltd Company
Director
----------------------------- --------------- ------------ ---------------------
Independent Transcorp Holdings Singapore SGX Investment Holding
Non Executive Limited Company
Director
----------------------------- --------------- ------------ ---------------------
Executive EC World Asset Management Singapore SGX Real Estate
Director Pte Ltd Investment Trust
& CEO
----------------------------- --------------- ------------ ---------------------
Independent PureCircle Ltd Bermuda LSE Investment Holdings
Non Executive
Director
----------------------------- --------------- ------------ ---------------------
Independent ASTI Holdings Limited Singapore SGX Electronics
Non Executive Manufacturer
Director
----------------------------- --------------- ------------ ---------------------
Independent CFM Holdings Limited Singapore SGX Consumer Electronics
Non Executive Metal Stamping
Director
----------------------------- --------------- ------------ ---------------------
Executive Success Dragon International Bermuda HKSE Manufacturing
Director Holdings of Packaging
& CEO (f.k.a. C Y Foundation Products and
Group Limited) Management of
Electronic Gaming
Equipment
----------------------------- --------------- ------------ ---------------------
Independent China Oilfield Technology Cayman Islands SGX Oil Equipment
Non Executive Services Group Ltd & Services
Director
----------------------------- --------------- ------------ ---------------------
Independent China Essence Group Cayman Islands SGX Potato Starch
Non Executive Ltd Manufacturer
Director
----------------------------- --------------- ------------ ---------------------
Olivier Maes
Position Full Company Name Country of If listed, Principal
Incorporation exchange Activity
that it is
listed on
Current Directorships
N/A N/A N/A N/A N/A
------------------- --------------- ------------ -----------
Previous Directorships (last 5 yrs)
Independent PureCircle Limited Bermuda LSE Investment
Non Executive holding
Director
------------------- --------------- ------------ -----------
14 January 2020
Enquiries:
James Ritchie, Chief Restructuring Officer and Interim CFO
Phone: +603 2166 2206
Newgate Communications, Media Relations
Elisabeth Cowell
Giles Croot
Email: purecircle@newgatecomms.com
Phone: +44 (0) 20 3757 6880
Notes to Editors
About PureCircle
-- PureCircle is the only company that combines advanced R&D
with full vertical integration from farm to high-quality,
great-tasting innovative stevia sweeteners.
-- The Company collaborates with farmers who grow the stevia
plants and with food and beverage companies which seek to improve
their low- and no-calorie formulations using a sweetener from
plants.
-- PureCircle will continue to: lead in research, development
and innovation; produce a growing supply of multiple varieties of
stevia sweeteners with sugar-like taste, using all necessary and
appropriate methods of production; and be a resource and innovation
partner for food and beverage companies.
-- PureCircle stevia flavor modifiers work in synergy with
sweeteners to improve the taste, mouthfeel and calorie profile, and
enhance the cost effectiveness, of beverage and food products.
-- Founded in 2002, PureCircle is continually investing in
breakthrough research and development and it has been granted over
214 stevia-related patents with more than 300 applied for patents
pending.
-- PureCircle has offices around the world with the global headquarters in Chicago, Illinois.
-- To meet growing demand for stevia sweeteners, PureCircle is
rapidly ramping up its supply capability. It completed expansion of
its Malaysian stevia extract facility in March 2017, increasing its
capacity to rapidly supply the newer and great-tasting specialty
stevia sweeteners and helping provide ever-increasing value to its
customers.
-- PureCircle's shares are listed on the main market of the London Stock Exchange.
-- For more information, visit: www.purecircle.com
About stevia
-- Given the growing global concerns about obesity and diabetes,
beverage and food companies are working responsibly to reduce sugar
and calories in their products, responding to both consumers and
health and wellness advocates. Sweeteners from the stevia plant
offer sugar-like taste and are becoming an increasingly important
tool for these companies.
-- Like sugar, stevia sweeteners are from plants. But unlike
sugar, they enable low-calorie and zero-calorie formulations of
beverages and foods.
-- Stevia leaf extract is a natural-based, zero calorie,
high-intensity sweetener, used by global food and beverage
companies as a great-tasting zero-calorie alternative to sugar and
artificial sweeteners.
-- Stevia is a naturally sweet plant native to South America;
today, it is grown around the world, notably in Kenya, China and
the US.
-- The sweet-tasting parts of the stevia leaf are up to 350 times sweeter than sugar: stevia's high-intensity sweetness means it requires far less water and land than sugar.
-- Research has shown that the molecules of the stevia leaf are
present and unchanged in the dried stevia leaf, through the
commercial extraction and purification process, and in the final
stevia leaf extract product. All major global regulatory
organisations, across 65 countries, have approved the use of
high-purity stevia leaf extracts in food and beverages.
-- For more information on the science of stevia, please visit
https://www.purecirclesteviainstitute.com/
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
January 14, 2020 11:42 ET (16:42 GMT)
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