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Purecircle Limited This document comprises a prospectus (the “Prospectus”) relating to PureCircle Limited (the “Company” or LR 2.2.10(2)(a) “PureCircle”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) made PR 3.2.4 under section 73A of the Financial Services and Markets Act 2000 (“FSMA”) and approved by the FCA under section 87A of FSMA. The Company and the Directors of the Company whose names appear on page 20 of this Prospectus accept I1.1,1.2 responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the III 1.1,1.2 Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. All of the Ordinary Shares of US$0.10 each in the Company are currently admitted to trading on the AIM market of LR 2.2.3 LR 2.2.9(1) the London Stock Exchange. Applications have been made to (i) the London Stock Exchange to cancel the admission III 4.7 of the Ordinary Shares to trading on AIM, (ii) to the FCA for the Ordinary Shares to be admitted to the premium listing III 6.1 segment of the Official List of the FCA and (iii) to the London Stock Exchange for the Ordinary Shares to be admitted III 6.2 to trading on the London Stock Exchange’s Main Market for listed securities. It is expected that Admission will become effective and that dealings will commence in the Ordinary Shares on the London Stock Exchange at 8.00 a.m. on 28 October 2015. Trading of the Ordinary Shares on AIM will be cancelled by no later than Admission. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange. For a discussion of certain factors that should be considered in connection with the Group’s business and the Ordinary Shares see the section titled “Risk Factors”. PureCircle Limited (a company incorporated and registered in Bermuda LR 2.2.1(1) under the Companies Act 1981 (Bermuda) with registered no. 40431) admission to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities Sponsor III 10.1 Liberum Capital Limited LR 2.2.4 (1) Issued ordinary share capital immediately after Admission Issued and fully paid Ordinary Shares of US$0.10 each Number Nominal amount 172,206,294 Ordinary Shares, of which US$17,220,629.40 104,290 are held in treasury Shareholders are not required to take any action upon receipt of this document. The Company is not issuing any new III 9.1 Ordinary Shares nor is it seeking to raise any new money in connection with Admission. This document has been published solely to enable the Company to obtain Admission of the Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities. Liberum Capital Limited is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the III 6.1 Company and no one else in connection with Admission and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to Admission or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder, none of Liberum Capital Limited or any of its affiliates accepts any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus, including its accuracy, completeness or verification or for any other statement made or purported to be made by or on behalf of it, the Company or the Directors in connection with the Company or the Ordinary Shares and nothing in this Prospectus i is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Liberum Capital Limited accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might have in respect of this Prospectus or any such statement. Liberum Capital Limited and its respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company for which it would have received customary fees. Liberum Capital Limited and any of its respective affiliates may provide such services to the Company and any of its affiliates in the future. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company or Liberum Capital Limited. The publication or delivery of this Prospectus shall not, under any circumstances, create any implication that there has been no change in the Company’s affairs since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date. The contents of this Prospectus should not be construed as legal, financial, business, investment or tax advice. Each recipient of this Prospectus should consult his, her or its legal adviser, independent financial adviser or tax adviser for legal, financial, business, investment or tax advice. RESTRICTIONS This document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in any jurisdiction. The distribution of this document into certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession or distribution of this document in the United States or any other jurisdiction where action for that purpose may be required. Accordingly, this document may not be distributed or published in any jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law or the laws of any such jurisdiction. The date of this Prospectus is 22 October 2015. ii TABLE OF CONTENTS Page PART I – RISK FACTORS 10 PART II – IMPORTANT INFORMATION 18 PART III – DIRECTORS, COMPANY SECRETARY, REGISTERED ADDRESS AND ADVISERS 20 PART IV – EXPECTED TIMETABLE OF PRINCIPAL EVENTS 22 PART V – INFORMATION ON THE GROUP 23 PART VI – DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE 49 PART VII – SELECTED FINANCIAL INFORMATION 56 PART VIII – OPERATING AND FINANCIAL REVIEW 59 PART IX – CAPITALISATION AND INDEBTEDNESS 72 PART X – HISTORICAL FINANCIAL INFORMATION 74 PART XI – TAXATION 216 PART XII – ADDITIONAL INFORMATION 220 PART XIII – DEFINITIONS 247 iii SUMMARY Summaries are made up of disclosure requirements known as ‘Elements’. These Elements are numbered in Sections A – E (A.1 – E.7) below. This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’. Section A – Introduction and Warnings XXII (I) A.1 A.1 Introduction This summary should be read as an introduction to the Prospectus. Where a XXII (III) A.1 claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States of the European Economic Area, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; and civil liability attaches only to the Company and its Directors, who are responsible for this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Ordinary Shares. A.2Subsequent resale Not applicable. The Company is not engaging any financial intermediaries of securities or for any resale of securities or final placement of securities requiring a final placement of prospectus after publication of this Prospectus. securities through financial intermediaries Section B – Issuer XXII (I) B.1 B.1Legal and PureCircle Limited. commercial name XXII (I) B.2 B.2Domicile/legal The Company is a limited company incorporated and registered in Bermuda LR 2.2.1 (1) form/legislation/ under the Bermuda Companies Act on 23 July 2007 with registered number country of 40431. incorporation XXII (I) B.3 B.3Description of, The Group is a leading international producer and marketer of speciality and key factors natural ingredients based on high purity stevia.
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