REG - Camellia PLC - Tender Offer

CamelliaAnnouncement

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RNS Number : 1158J  Camellia PLC  19 May 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, SINGAPORE, SWITZERLAND
OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION
("RESTRICTED JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO.
596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Camellia plc

("Camellia" or the "Company")

 

Proposed return of capital of up to £18.9 million by way of a purchase of up
to 350,000 Ordinary Shares at £54.00 per share pursuant to a Tender Offer

 

and

 

Notice of General Meeting

 

Camellia plc (AIM: CAM) announces that it is proposing to return up to £18.9
million to Shareholders by way of a Tender Offer pursuant to which Qualifying
Shareholders are invited to tender some, or all, of their Ordinary Shares at
the Tender Price of £54.00 per Ordinary Share. The Tender Offer is for a
maximum of 350,000 Ordinary Shares.

 

The Tender Price represents a premium of 6.4 per cent to the mid-market
closing price on the Latest Practicable Date, and a premium of 16.9 per cent.
to the volume weighted average price of £46.20 per Ordinary Share over the
three months prior to the Latest Practicable Date. In addition, the Tender
Price represents a premium of 6.4 per cent. to the 12-month high closing share
price of an Ordinary Share.

 

If the maximum number of Ordinary Shares under the Tender Offer is acquired,
this will result in the purchase of approximately 12.8 per cent. of the
Company's Issued Ordinary Share Capital as at the Latest Practicable Date.

 

Qualifying Shareholders are not required to tender any or all of their
Ordinary Shares if they do not wish to do so. Qualifying Shareholders who
participate in the Tender Offer have a Basic Entitlement to tender
approximately 12.8 per cent. of the Ordinary Shares held by them at the Tender
Offer Record Date, rounded down to the nearest whole number. Qualifying
Shareholders will also have the opportunity to sell an Individual Excess
Tender to the extent that other Shareholders tender less than their Basic
Entitlement. The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register (save that Camellia Holding AG, which has
an interest in 52.0 per cent. of the Company's voting rights, has irrevocably
undertaken to the Company that it will not participate in the Tender Offer)
at the Tender Offer Record Date.

 

The Tender Offer is being effected by Panmure Liberum Limited ("Panmure
Liberum"), the Company's corporate broker, as principal on the basis that all
Ordinary Shares that it buys under the Tender Offer will be subsequently
repurchased from it by the Company pursuant to the terms of a Repurchase
Agreement. Any Ordinary Shares acquired by Panmure Liberum pursuant to the
Tender Offer and subsequently purchased by the Company from Panmure Liberum
pursuant to the Repurchase Agreement will, as soon as reasonably practicable,
be cancelled.

 

None of the Company, the Directors, officers, employees or advisers or their
respective affiliates makes any recommendation to any Qualifying Shareholder
whether to tender or refrain from tendering any or all of its, his or her
Ordinary Shares in the Tender Offer and none of them has authorised any person
to make any such recommendation. However, the Board is unanimously
recommending Shareholders to vote in favour of the Tender Offer Resolution to
be proposed at the General Meeting, as the Directors intend to do in respect
of their own beneficial holdings of shares. Each of the Directors who are
also Shareholders has irrevocably undertaken to the Company that (i) they will
not participate in the Tender Offer and (ii) they will vote in favour of the
Tender Offer Resolution at the General Meeting.

 

In addition, Camellia Holding AG, controlled by The Camellia Private Trust
Company Limited, a private trust company incorporated under the laws of
Bermuda as trustee of The Camellia Foundation, which has an interest in 52.0
per cent. of the Company's voting rights, has irrevocably undertaken to the
Company that (i) it will not participate in the Tender Offer and (ii) it will
vote in favour of the Tender Offer Resolution at the General Meeting.

 

Posting of Circular and Notice of General Meeting

 

The Company expects to post a circular (the "Circular") to Shareholders later
today and a copy of the Circular will be published on the Company's website at
www.camellia.plc.uk/investors. The Circular will set out the full details of
the Tender Offer, including the background to, and reasons for, the Tender
Offer and why the Directors believe the Tender Offer to be in the best
interests of the Company and its Shareholders as a whole. The Circular will
also contain details on the procedure that should be followed by those
Qualifying Shareholders who wish to participate in the Tender Offer. A Form of
Proxy and Tender Form for use by Shareholders who hold their Ordinary Shares
in certificated form in connection with the Tender Offer is also being
despatched with the Circular.

 

To enable the Tender Offer to take place, the Company is seeking Shareholders'
approval by way of a special resolution (the "Tender Offer Resolution"). The
Tender Offer Resolution will be proposed at the General Meeting of the Company
to be held at The Rubens Hotel, 39 Buckingham Palace Rd, London SW1W 0PS at
11:30 a.m. on 5 June 2025. If the Tender Offer Resolution is not passed, the
Company will not be able to proceed with the Tender Offer.

 

This summary should be read in conjunction with the full text of this
announcement and the Circular.

 

Capitalised terms used in this announcement will have the same meaning given
to them in Appendix A.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Oliver Capon, Chief Financial Officer.

 

 Contacts:

 Camellia plc                                    +44 (0) 1622 746 655

 Byron Coombs, Chief Executive Officer

 Oliver Capon, Chief Financial Officer

 Panmure Liberum (Nominated Adviser and Broker)  +44 (0) 20 7886 2500

 Emma Earl / Will Goode / Rupert Dearden

 H/Advisers Maitland (Financial PR)              +44 (0) 7785 292617

 William Clutterbuck

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

                                                                                 2025

 Announcement of the Tender Offer and publication of the Circular and Notice of  19 May
 General Meeting

 Tender Offer opens                                                              19 May

 Latest time and date for receipt of Forms of Proxy and electronic voting        11:30 a.m. on 3 June
 instructions

 Latest time and date for receipt of Tender Forms and settlement of TTE          1:00 p.m. on 5 June
 instructions and share certificates in relation to the Tender Offer (i.e.
 close of Tender Offer)

 Tender Offer Record Date                                                        6:00 p.m. on 5 June

 General Meeting                                                                 11:30 a.m. on 5 June

 Announcement of results of the Tender Offer                                     6 June

 Purchase of Ordinary Shares under the Tender Offer                              9 June

 CREST accounts credited for revised, uncertificated holdings of Ordinary         By no later than 19 June
 Shares (or, in the case of unsuccessful tenders, for entire holdings of
 Ordinary Shares)

 CREST accounts credited in respect of Tender Offer proceeds for                 By no later than 19 June
 uncertificated Ordinary Shares

 Dispatch of cheques in respect of Tender Offer proceeds for certificated         By no later than 19 June
 Ordinary Shares

 Return of share certificates in respect of unsuccessful tenders of               By no later than 19 June
 certificated Ordinary Shares

 Dispatch of balancing share certificates (in respect of certificated              By no later than 19 June
 Ordinary Shares) for revised, certificated holdings in the case of partially
 successful tenders

 

The above times and/or dates may be subject to change by the Company and in
the event of any such change, the revised times and/or dates will be notified
to Shareholders by an announcement through a Regulatory Information Service.

 

References to times in this document are to London time, unless otherwise
stated.

 

ADDITIONAL INFORMATION

 

1.         Background to and reasons for the Tender Offer

 

On 6 June 2023, the Company announced that it had entered into a sale
agreement for its entire holding of 3,394,403 shares (approximately 36.9 per
cent.) in BF&M, one of its associate companies, to Bermuda Life Insurance
Company, a subsidiary of Argus Group Holdings Limited (the "Disposal"). The
cash consideration totalled US$100.0 million (approximately £80.4 million), a
premium of 34 per cent. to the closing price of BF&M on 5 June 2023. As
articulated by the Board at the time of the Disposal, in the event of any
surplus funds arising, the Board would consider the merit of a share buyback,
the Group's balance sheet permitting. The Disposal completed on 5 December
2024, with the Company also approving a return of up to £9.0 million to
shareholders to be implemented through an on-market buyback of Camellia's
ordinary shares ("Buyback"). As at the Latest Practicable Date, the Buyback,
which is ongoing, has returned approximately £0.9 million to shareholders.

 

In addition to the Disposal, the Group has continued to dispose of other
smaller non-core assets which, when combined with the Disposal has resulted in
the Group (via certain of the Company's subsidiaries) holding net cash and
borrowings, term deposits and money market investments of £124.7 million (as
at 31 December 2024).

 

The Disposal and sale of other non-core assets follows an extensive review of
Camellia's core and non-core operations and investments with a view to
continuing to work towards investment in core agricultural assets as well as
the disposal of non-core and underperforming assets. The Board has undertaken
a thorough review of its strategy and potential requirements for strategic
investment and working capital.

 

On 19 May 2025 the Company announced its Value Enhancement Plan ("VEP"),
updating the market on its medium-term strategy to improve operating results,
reduce overall risk and invest in growth. The VEP provides detail of the
Company's capital allocation priorities in connection with its growth strategy
including to ensure the Group maintains a strong balance sheet and continues
to have the ability to pay ordinary dividends and make investments for growth.
The Board is now of the view that the Company has funds surplus to its current
and future operational requirements and therefore believes that it is an
appropriate time to return further capital to its Shareholders through the
Tender Offer. In determining the level of cash to return to Shareholders, the
Board has taken into account the Company's available distributable reserves,
evaluation of commercial performance, an assessment of the principal business
risks, a review of the Company's commercial options, the consideration of
growth and development opportunities, a review of investor and other
stakeholder expectations and the Company's restarting of an annual dividend
(which the Board has confidence is sustainable), subject to shareholder
approval at the AGM. The Tender Offer will also present tendering Qualifying
Shareholders with an opportunity to sell an Individual Excess Tender to the
extent that other Shareholders tender less than their Basic Entitlement.

 

Subject to the passing of the Tender Offer Resolution by Shareholders at the
General Meeting, the Directors will give Qualifying Shareholders the
opportunity to tender their Ordinary Shares through the Tender Offer for cash.
Each Qualifying Shareholder will be entitled to sell up to approximately 12.8
per cent. of the Ordinary Shares registered in their name on the Register as
at the Tender Offer Record Date (the "Basic Entitlement"), rounded down to the
nearest whole number of Ordinary Shares under the Tender Offer.

 

The Tender Offer Resolution will give the Directors authority to distribute
£18.9 million to Shareholders through the Tender Offer at the Tender Price.

 

The Board has considered the various options for returning cash in excess of
the Company's foreseeable future investment needs to Shareholders. The Board
has determined that the Tender Offer would be the most appropriate method of
returning capital to Shareholders in a quick and efficient manner, taking
into account the relative costs, complexity and timeframes of the possible
methods available, as well as the likely tax treatment for, and equality of
treatment of, all Shareholders.

 

In particular, the Board considers the Tender Offer to be beneficial to the
Company and its Shareholders as a whole, because:

 

(i)     the Tender Offer is available to all Qualifying Shareholders
regardless of the size of their holding (save that Camellia Holding AG, which
has an interest in 52.0 per cent. of the Company's voting rights, has
irrevocably undertaken to the Company that it will not participate in the
Tender Offer);

 

(ii)    the Tender Price represents a premium of approximately 16.9 per
cent. to the volume weighted average price of £46.20 per Ordinary Share over
the three months prior to the Latest Practicable Date and a premium of
approximately 6.4 per cent. to the mid-market closing price of an Ordinary
Share on the Latest Practicable Date being £50.75. In addition, the Tender
Price represents a premium of 6.4 per cent. To the 12-month high closing share
price of an Ordinary Share;

 

(iii)    the Tender Offer provides Qualifying Shareholders who wish to
reduce their holdings of Ordinary Shares with an opportunity to do so at a
market-driven price with a premium at the Latest Practicable Date;

 

(iv)   the Tender Offer enables Ordinary Shares to be sold free of
commissions or charges that would otherwise be payable if Qualifying
Shareholders were to sell Ordinary Shares through their broker;

 

(v)    the Tender Offer provides liquidity to Qualifying Shareholders who
wish to sell their Ordinary Shares;

 

(vi)   the Tender Offer will reduce the number of Ordinary Shares in issue,
and, assuming earnings stay the same, should have a positive impact on the
Company's earnings per share as the Company shall, as soon as reasonably
practicable following the closing of the Tender Offer, cancel all Ordinary
Shares acquired in connection with the Tender Offer;

 

(vii)   the Tender Offer provides Qualifying Shareholders with the choice of
whether or not they wish to tender all, part or none of their respective Basic
Entitlements and thus permits Shareholders who wish to retain their current
investment in the Company in Ordinary Shares to do so; and

 

(viii)  the Tender Offer will allow the Company to broaden the return of cash
to include those Qualifying Shareholders whose Ordinary Shares might not
otherwise be purchased by the Company through a general on-market buy back.

 

Structure of the Tender Offer

 

The Tender Offer will be implemented on the basis of Panmure Liberum, as
principal, acquiring the successfully tendered Ordinary Shares at the Tender
Price (with such acquisitions being market purchases in accordance with the
provisions of the Companies Act 2006 and the rules of the London Stock
Exchange and the FCA). Immediately following completion of the Tender Offer,
the Company shall purchase such number of Ordinary Shares as is equal to the
number of successfully tendered Ordinary Shares acquired by Panmure Liberum
under the Tender Offer and Panmure Liberum shall sell all such Ordinary Shares
to the Company at the Tender Price, pursuant to the Repurchase Agreement.
These acquisitions by the Company will also be market purchases in accordance
with the provisions of the Companies Act 2006 and the rules of the London
Stock Exchange and the FCA. It is expected that Qualifying Shareholders who
successfully tender their Ordinary Shares will receive payment for such
Ordinary Shares by no later than 19 June 2025. The Company shall, as soon as
reasonably practicable, cancel all repurchased Ordinary Shares and such
Ordinary Shares will not rank for any future dividends.

 

On 29 April 2025, the Directors proposed, subject to shareholder approval at
the AGM, a final dividend in respect of the year ended 31 December 2024 of 260
pence per Ordinary Share with a record date of 3 July 2025. Only Ordinary
Shares held on the dividend record date will rank for this dividend. Any
Ordinary Shares successfully tendered will not rank for this dividend.

 

The Tender Offer will be open to all Qualifying Shareholders on the Register
on the Tender Offer Record Date, save for those who are Shareholders subject
to the securities laws of a Restricted Jurisdiction (and save that Camellia
Holding AG, which has an interest in 52.0 per cent. of the Company's voting
rights, has irrevocably undertaken to the Company that it will not participate
in the Tender Offer). Qualifying Shareholders must carefully consider all of
the information contained in the Circular as well as their personal
circumstances when deciding whether or not to participate in the Tender Offer.

 

Qualifying Shareholders may participate in the Tender Offer by tendering
either all or a proportion of their registered holdings of Ordinary Shares.
Each Qualifying Shareholder will be entitled to sell up to approximately 12.8
per cent. of the Ordinary Shares registered in their name on the Register as
at the Tender Offer Record Date, representing their Basic Entitlement, rounded
down to the nearest whole number of Ordinary Shares under the Tender Offer.
The Tender Offer will also present tendering Qualifying Shareholders with an
opportunity to sell an Individual Excess Tender to the extent that other
Shareholders tender less than their Basic Entitlement.

 

The Tender Offer is subject to, amongst other things, the passing of the
Tender Offer Resolution, and is also subject to the conditions set out in the
Repurchase Agreement and Part III of the Circular being fulfilled. There is
no guarantee that the Tender Offer will take place. The Tender Offer will not
proceed if any of the Conditions are not satisfied or if it is withdrawn in
accordance with its terms by the Company at any point prior to the
announcement of the results of the Tender Offer. The non-fulfilment of any of
the Conditions would mean that the Tender Offer could not be implemented and
that the Company would have to bear the abortive costs of making the Tender
Offer.

 

To the extent that any Shareholders have tendered less than their Basic
Entitlement under the Tender Offer, Individual Excess Tenders will be accepted
in proportion to the Total Excess Tenders so that the total number of Ordinary
Shares purchased pursuant to the Tender Offer does not exceed 350,000. The
process by which Individual Excess Tenders will be scaled back, if necessary,
is  described further in paragraph 2.7 of Part 3 of the Circular, or in such
manner as the Company in its absolute discretion shall decide.

 

As at the Latest Practicable Date, the Company's total share capital consisted
of 2,805,379 Ordinary Shares in issue, carrying one vote each. The Company has
62,500 issued Ordinary Shares which are held by subsidiaries of the Company
(the "Subsidiary-Held Ordinary Shares") and under the Companies Act 2006 no
voting rights are exercisable in respect of these Subsidiary-Held Ordinary
Shares whilst they remain so held. Therefore, the total voting rights in the
Company as at the Latest Practicable Date were 2,742,879.

 

As a result, should the maximum number of Ordinary Shares be validly tendered,
up to 350,000 Ordinary Shares may be purchased under the Tender Offer at the
Tender Price for a maximum aggregate consideration of £18.9 million.
Following completion of the Tender Offer, the total number of ordinary shares
in issue would be reduced to 2,455,379 Ordinary Shares, assuming the Tender
Offer is taken up in full. Taking into account the 62,500 Subsidiary-Held
Ordinary Shares which have no exercisable voting rights, the total voting
rights in the Company in the event the Tender Offer is taken up in full would
be 2,392,879.

 

The Tender Price for Ordinary Shares tendered by Qualifying Shareholders under
the Tender Offer is £54.00 which is equivalent to a premium of 6.4 per cent.
to the closing mid-market price of an Ordinary Share on the Latest Practicable
Date; and a premium of 16.9 per cent. to the volume weighted average price of
£46.20 per Ordinary Share over the three months prior to the Latest
Practicable Date. In addition, the Tender Price represents a premium of 6.4
per cent. to the 12-month high closing share price of an Ordinary Share.

 

The Tender Offer will close at 1:00 p.m. on 5 June 2025 and tenders received
after that time will not be accepted (unless the Tender Offer is extended).

 

Purchase of Ordinary Shares

 

Successfully tendered Ordinary Shares will be purchased from Qualifying
Shareholders by Panmure Liberum, acting as principal, free of commission and
dealing charges.

 

Following the purchase of Ordinary Shares from Qualifying Shareholders by
Panmure Liberum, acting as principal, such Ordinary Shares will be repurchased
by the Company from Panmure Liberum, pursuant to the terms of the Repurchase
Agreement. Any Ordinary Shares repurchased by the Company will, as soon as
reasonably practicable, be cancelled. Any rights of Shareholders who do not
participate in the Tender Offer will be unaffected by the Tender Offer.

 

All Shareholders who tender Ordinary Shares will receive the Tender Price,
subject, where applicable, to the scaling-down arrangements described below
and set out in full in paragraph 2.7 of Part 3 of the Circular.

 

If more than 350,000 Ordinary Shares are validly tendered by Qualifying
Shareholders and the Tender Offer is oversubscribed, acceptances of validly
tendered Ordinary Shares will be scaled down to determine the extent to which
individual tenders are accepted. Accordingly, where scaling-down applies,
beyond a Qualifying Shareholder's Basic Entitlement there is no guarantee that
all of the Ordinary Shares which are tendered by Qualifying Shareholders will
be accepted for purchase and the Total Available Shares shall be allocated at
the absolute discretion of the Company.

 

Circumstances in which the Tender Offer may not proceed

 

There is no guarantee that the Tender Offer will take place. The Tender Offer
is conditional on, among other things, the passing of the Tender Offer
Resolution as set out in the Notice of General Meeting and on satisfaction of
the other conditions specified in Part 3 of the Circular.

 

The Tender Offer is also conditional on there not arising any material adverse
change or certain other force majeure events prior to the closing of the
Tender Offer. Further details of these conditions are set out in Part 3 of the
Circular.

 

The Company has reserved the right at any time prior to the announcement of
the results of the Tender Offer, with the prior consent of Panmure Liberum, to
extend the period during which the Tender Offer is open and/or vary the
aggregate value of the Tender Offer, based on market conditions and/or other
factors, subject to compliance with applicable legal and regulatory
requirements. The Company has also reserved the right, in certain
circumstances, to require Panmure Liberum, not to proceed with the Tender
Offer. Any such decision will be announced by the Company through a Regulatory
Information Service.

 

Full terms and conditions of the Tender Offer

 

Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part 3 of the Circular and for Shareholders who
hold their Ordinary Shares in certificated form, on the Tender Form. Some
questions and answers related to the Tender Offer are set out in Part 5 of the
Circular.

 

2.         Ongoing authority to buy back Ordinary Shares and Result of
Tender Offer

 

As set out in the expected timetable above, it is expected that the result of
the Tender Offer will be announced at 7.00 a.m. on 6 June 2025, at which time
the Tender Offer is expected to become unconditional subject to the Tender
Conditions described in paragraph 2 of Part 3 of the Circular having been
satisfied. Until such time as the Tender Offer becomes unconditional, the
Tender Offer will be subject to the Tender Conditions described in paragraph 2
of Part 3 of the Circular. Settlement is then expected to take place as set
out in the expected timetable above and as provided for in Part 3 of the
Circular.

 

3.         General Meeting to approve the Tender Offer Resolution

 

In order to comply with applicable company law, the Tender Offer requires the
approval of Shareholders at the General Meeting. The Company is convening the
General Meeting for 11:30 a.m. to be held at The Rubens Hotel, 39 Buckingham
Palace Rd, London SW1W 0PS on 5 June 2025 to consider and, if thought fit,
pass the Tender Offer Resolution to authorise and approve the terms under
which the Tender Offer will be effected.

 

The Notice of General Meeting is set out in the Circular. Shareholders should
read the Notice of General Meeting for the full text of the Tender Offer
Resolution and for further details about the General Meeting.

 

Shareholders have the right to attend, speak and vote at the General Meeting
(or, if they are not attending the meeting, to appoint someone else as their
proxy to vote on their behalf) if they are on the Register at close of
business on 3 June 2025. Changes to entries in the Register after close of
business on 3 June 2025 will be disregarded in determining the rights of any
person to attend and/or vote at the General Meeting. If the General Meeting is
adjourned, only those Shareholders on the Register 48 hours before the time of
the adjourned General Meeting (excluding any part of a day that is not a
Working Day) will be entitled to attend, speak and vote or to appoint a proxy.

 

The number of Ordinary Shares a Shareholder holds as at close of business on 3
June 2025 will determine how many votes a Shareholder or their proxy will have
in the event of a poll.

 

The Board believes that it is in Shareholders' best interests to conduct this
General Meeting, and if approved, confirm the results of the Tender Offer as
soon as possible. The Tender Offer Resolution is being proposed as a special
resolution and must be passed by a majority of at least 75 per cent. of the
votes cast at the General Meeting. The Company will not purchase Ordinary
Shares pursuant to the Tender Offer unless the Tender Offer Resolution is duly
passed.

 

Shareholders will find enclosed with the Circular, a Form of Proxy for use in
connection with the General Meeting. Whether or not you intend to tender any
of your Ordinary Shares under the Tender Offer you are requested to complete
and return the Form of Proxy as soon as possible and, in any event, so as to
be received by the Registrar no later than 11:30 a.m. on 3 June 2025.

 

To appoint more than one proxy, additional Forms of Proxy may be obtained by
contacting the MUFG Corporate Markets Shareholder Helpline on +44 (0) 371 664
0300 between 9.00 a.m. and 5.30 p.m. (London time) from Monday to Friday
(excluding public holidays in England and Wales) or Shareholders may photocopy
this form.  Alternatively, Shareholders can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com.

 

Alternatively, Shareholders may appoint a proxy or proxies electronically via
the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com. Shares held in uncertificated form
(i.e. in CREST) may be voted through CREST electronic voting service or, for
institutional investors via the Proxymity platform in accordance with the
procedures set out in Part 7 of the Circular.

 

The completion and return of a Form of Proxy will not preclude Shareholders
from attending the General Meeting and voting in person should they wish to do
so.

 

4.         Tax

 

Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Part 4 of the Circular.

 

Qualifying Shareholders who are in any doubt as to their tax position or who
are subject to tax in a jurisdiction other than the UK are strongly
recommended to consult an appropriate professional adviser before tendering
their Ordinary Shares under the Tender Offer.

 

5.         Overseas Shareholders

 

The attention of Shareholders who are not resident in the United Kingdom is
drawn to paragraph 6 of Part 3 of the Circular.

 

It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such holders to complete and return a Tender Form.

 

6.         Repurchase Agreement

 

The Tender Offer is to be effected by Panmure Liberum (acting as principal)
purchasing Ordinary Shares from Shareholders, such purchases to be market
purchases in accordance with the rules of the London Stock Exchange and the
FCA.

 

Immediately following completion of the Tender Offer, Panmure Liberum shall
sell such Ordinary Shares to the Company, at a price per Ordinary Share equal
to the Tender Price, pursuant to the Repurchase Agreement, details of which
are set out in paragraph 6 of Part 6 of the Circular. Successfully tendered
Ordinary Shares will, as soon as reasonably practicable  once acquired by the
Company from Panmure Liberum pursuant to the Repurchase Agreement following
the closing of the Tender Offer, be cancelled.

 

7.         Irrevocable undertakings

 

The Company has received irrevocable undertakings from each of Simon Turner,
Byron Coombs, Oliver Capon and Graham Mclean (being the Directors who are also
Shareholders) that they will each respectively (i) not participate in the
Tender Offer in respect of any Ordinary Shares of which they are the
registered or beneficial holder and to procure that their PCAs will each
individually not participate in the Tender Offer in respect of any Ordinary
Shares of which they are the registered or beneficial holders; and (ii) vote
in favour of the Tender Offer Resolution.

 

The Company has also received an irrevocable undertaking from Camellia Holding
AG, which has an interest in 52.0 per cent. of the Company's voting rights,
that it will (i) not participate in the Tender Offer in respect of any
Ordinary Shares of which they are the registered or beneficial holder and to
procure that their PCAs will each individually not participate in the Tender
Offer in respect of any Ordinary Shares of which they are the registered or
beneficial holders; and (ii) vote in favour of the Tender Offer Resolution.

 

8.         Actions to be taken

 

Before the General Meeting

 

Whether or not you intend to tender any of your Ordinary Shares under the
Tender Offer, you are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon. Please complete the Form of
Proxy and return it to MUFG Corporate Markets, PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, so as
to be received by no later than 11:30a.m. on 3 June 2025.

 

To appoint more than one proxy, additional Forms of Proxy may be obtained by
contacting the MUFG Corporate Markets Shareholder Helpline on +44 (0) 371 664
0300 between 9.00 a.m. and 5.30 p.m. (London time) from Monday to Friday
(excluding public holidays in England and Wales) or you may photocopy this
form. Alternatively, you can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com. Please indicate in the box next to the
proxy holder's name (see reverse) the number of shares in relation to which
they are authorised to act as your proxy. Please also indicate by ticking the
box provided if the proxy instruction is one of multiple instructions being
given. All forms must be signed and should be returned together in the same
envelope.

 

Alternatively, shareholders can also vote via the Investor Centre app or web
browser at https://uk.investorcentre.mpms.mufg.com. Shares held in
uncertificated form (i.e. in CREST) may be voted through the CREST electronic
proxy appointment service or if you are an institutional investor via the
'Proxymity' platform in accordance with the procedures set out in Part 7 of
the Circular.

 

If you wish to participate in the Tender Offer

 

If you hold your Ordinary Shares in certificated form and you wish to tender
some or all of your Ordinary Shares, you should complete the Tender Form in
accordance with the instructions printed on it and in Part 3 of the Circular
and return it by post in the accompanying reply-paid envelope (for use in the
UK only) to MUFG Corporate Markets, Corporate Actions, Central Square, 29
Wellington Street, Leeds, LS1 4DL, together with your share certificate(s) in
respect of the Ordinary Shares tendered. Tender Forms and share
certificate(s) and/or other document(s) of title must be received by the
Receiving Agent as soon as possible but in any event by no later than 1:00
p.m. on 5 June 2025. Shareholders are encouraged to post their tender forms
promptly, so as to ensure they are received by the Receiving Agent in advance
of the 1:00 p.m. 5 June 2025 deadline.

 

If you hold your Ordinary Shares in uncertificated form and you wish to
tender some or all of your Ordinary Shares, you should send a TTE Instruction
and follow the procedures set out in Part 3 of the Circular in respect of
tendering uncertificated Ordinary Shares.

 

Qualifying Shareholders who do not wish to sell any Shares under the Tender
Offer do not need to take any action, either in relation to the Tender Form or
the sending of a TTE Instruction.

 

Shareholders are reminded that the Tender Offer is not being made to certain
Overseas Shareholders.

 

If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction, you require extra copies of the Circular or the
Tender Form or you want help filling in the Tender Form, please telephone the
Receiving Agent on 0371 664 0321. If dialling from overseas, please call +44
371 664 0321. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. until
5.30 p.m. Monday to Friday excluding public holidays in England and Wales.
Please note that, as the Company's Receiving Agent (and registrar), MUFG
Corporate Markets cannot provide any financial, legal or tax advice and calls
to these numbers may be monitored or recorded for security and training
purposes.

 

For legal reasons the Receiving Agent will only be able to provide information
contained in the Circular and the accompanying Tender Form and will be unable
to give advice on the merits of the Tender Offer or to provide financial,
investment or taxation advice.

 

For legal reasons the Shareholder Helpline will only be able to provide
information contained in the Circular and the accompanying Tender Form and
will be unable to give advice on the merits of the Tender Offer or to provide
financial, investment or taxation advice.

 

You are advised to read all of the information contained in the Circular
before deciding on the course of action you will take in respect of the
General Meeting and the Tender Offer.

 

The results of the General Meeting will be announced through a Regulatory
Information Service and the Company's website as soon as possible once known.
It is expected that this will be on 5 June 2025.

 

Notification of interests

 

Under the DTRs, certain Shareholders are required to notify the Company of
their interests in Ordinary Shares. Following the Company's purchase of
Ordinary Shares from Panmure Liberum pursuant to the terms of the Repurchase
Agreement, and regardless of whether a Shareholder tenders any or all of their
Ordinary Shares pursuant to the terms of the Tender Offer, the number of
Ordinary Shares in which a Shareholder is interested when taken as a
percentage of the Company's aggregate Issued Ordinary Share Capital as a whole
may change, which may give rise to an obligation under the DTRs on the part of
such Shareholder to notify the Company of their interest in Ordinary Shares
within two days of becoming aware of such change. If you are in doubt as to
whether you should notify the Company, or as to the form of that
notification, please consult your professional adviser.

 

9.         Recommendations

 

The Board considers that the Tender Offer is in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Board recommends
that Shareholders vote in favour of the Tender Offer Resolution, as they
intend to do in respect of their own holdings of Ordinary Shares representing,
in aggregate, approximately 0.12 per cent. of the Issued Ordinary Share
Capital of the Company as at the Latest Practicable Date.

 

The Board is making no recommendation to individual Shareholders in relation
to participation in the Tender Offer. Whether or not Shareholders decide to
tender their Ordinary Shares will depend, amongst other things, on their own
individual circumstances, including their own tax position. Shareholders are
recommended to consult an appropriately authorised independent adviser in
determining whether or not to participate in the Tender Offer and to the
extent of such participation, if at all.

 

IMPORTANT NOTICES

 

Forward looking statements

 

This Announcement contains indications of likely future developments and other
forward-looking statements that are subject to risk factors associated with,
among other things, the economic and business circumstances occurring from
time to time in the countries, sector and business segments in which the Group
operates. These factors include, but are not limited to, those discussed in
Part 2 of the Circular. These and other factors could adversely affect the
Company's and/or Group's results, strategy and prospects. Forward-looking
statements involve risks, uncertainties and assumptions. They relate to events
and/or depend on circumstances in the future which could cause actual results
and outcomes to differ materially from those currently anticipated. No
obligation or duty is assumed (except as required by the Financial Conduct
Authority, AIM Rules, the DTRs, UK MAR, the rules of the London Stock Exchange
and by law) to update any forward-looking statements, whether as a result of
new information, future events or otherwise.

 

No person has been authorised to give any information or make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied on as having
been so authorised. The release of this Announcement shall not, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of the Announcement or that the
information in it is correct as of any subsequent time. The contents of the
website of the Company, and any website directly or indirectly linked to that
website, do not form part of this Announcement and should not be relied upon.

 

Overseas shareholders

 

The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Persons who are not resident in the United Kingdom
should read the paragraph headed "Overseas Shareholders" set out in paragraph
6 of Part 3 of the Circular and should inform themselves about, and observe,
any applicable legal or regulatory requirements.

 

Further Information

 

Any decision to participate in the Tender Offer should only be made on the
basis of an independent review by a Qualifying Shareholder of the Company's
publicly available information. Whether or not Shareholders decide to tender
their Ordinary Shares will depend, amongst other things, on their own
individual circumstances, including their own tax position. Shareholders are
recommended to consult their duly authorised independent advisers in making
their own decisions. Attention is drawn in particular to the risk factors set
out in the Circular to be sent to Shareholders later today.

 

The Tender Offer will be made solely through the Circular and the accompanying
Form of Proxy and Tender Form, which contain the full terms and conditions of
the Tender Offer, including details of how to vote in respect of the Tender
Offer Resolution. Any approval, decision or other response to the Tender Offer
should be made only on the basis of the information in the Circular.
Qualifying Shareholders are strongly advised to read the formal documentation
in relation to the Tender Offer.

 

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set forth in this Announcement since such
date. The statements in this Announcement are not to be construed as legal,
business, financial or tax advice.

 

General

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority, is acting exclusively for the Company and
no-one else as financial adviser and broker in connection with the Tender
Offer and Panmure Liberum, its affiliates and its and their respective
directors, officers, employees and agents will not regard any other person as
their client in relation to the Tender Offer, nor will they be responsible to
any person other than the Company for providing the protections afforded to
their clients, or for providing advice in relation to the Tender Offer or any
other matters or arrangements referred to or contained in this Announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Panmure Liberum by FSMA or the regulatory regime established thereunder, or
under the regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal, void or
unenforceable, Panmure Liberum does not accept any responsibility or liability
whatsoever nor make any representation or warranty, express or implied,
concerning the contents of this Announcement, including its accuracy,
completeness or verification, or for any other statement made or purported to
be made by it, or on its behalf, in connection with the Tender Offer, this
Announcement or the Circular. Each of Panmure Liberum, its affiliates and
their respective directors, officers, employees and agents accordingly
disclaims all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which it might otherwise
have in respect of this Announcement or any such statement.

 

APPENDIX A

 

DEFINITIONS

 

The following definitions apply throughout this Announcement, unless stated
otherwise:

 

AIM
       the market of that name operated by the London Stock Exchange

 

AIM Rules                                  the AIM Rules for
Companies and guidance notes published by the London Stock Exchange Group plc
from time to time

 

Basic Entitlement                          in relation to a
Qualifying Shareholder, the number representing 12.8 per cent. of the
aggregate number of Ordinary Shares registered in the register in his name on
the Tender Offer Record Date, rounded down to the nearest whole number of
Ordinary Shares

 

BF&M
   BF&M Limited

 

Board
     the board of the Company comprising the Directors (or, where the
context requires, the directors of the Company from time to time)

 

Business Day                                          any
day other than a Saturday, Sunday or public holiday on which banks are open in
the City of London for the transaction of general commercial business

 

Buyback
    shall have the meaning given in paragraph 2 of Part 1 of the Circular

 

   certificated form or certificated       Ordinary Shares recorded on
the Register as being held in certificated form (i.e. not in CREST)

 

Companies Act 2006                         the
Companies Act 2006, as amended from time to time

 

Company
Camellia plc, a company incorporated in England and Wales with registered
number 00029559, whose registered office is at Wrotham Place, Bull Lane,
Wrotham, Near Sevenoaks, Kent, England, TN15 7AE

 

CREST
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)

 

CREST Manual                                     the
compendium of documents entitled CREST Manual issued by Euroclear from time to
time and comprising the CREST Reference Manual, the CREST Central Counterparty
Service Manual, the CREST International Manual, the CREST Rules, CCSS
Operations Manual and the CREST Glossary of Terms

 

CREST Member                                        a
person who has been admitted by Euroclear as a system member (as defined in
the CREST Regulations)

 

CREST Participant                          a person who is, in
relation to CREST, a system participant (as defined in the CREST Regulations)

 

CREST Proxy Instruction             the instruction whereby CREST
Members send a CREST message appointing a proxy for the General Meeting and
instructing the proxy how to vote and containing the information set out in
the CREST Manual

 

CREST Regulations                               the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
from time to time

 

CREST Rules                                          the
rules from time to time issued by Euroclear governing the admission of
securities to and the operation of the CREST UK System

 

CREST Sponsor                            a CREST Participant
admitted to CREST as a CREST sponsor being a sponsoring system-participant (as
defined in the CREST Regulations)

 

CREST Sponsored Member    a CREST Member admitted to CREST as a sponsored
member

 

CREST UK System                          the facilities and
procedures of the relevant systems of which Euroclear is the approved operator
pursuant to the CREST Regulations

 

Directors
      the directors of the Company, whose names are set out in Part 1 of
the Circular

 

Disposal
shall have the meaning given in paragraph 2 of Part 1 of the Circular

 

DTRs                                              the
Disclosure Guidance and Transparency Rules of the FCA Rules under the FSMA and
contained in the FCA's publication of the same name (as amended from time to
time)

 

Euroclear
Euroclear UK & International Limited, the operator of CREST

 

FCA
     the Financial Conduct Authority

 

Form of Proxy                                      the
personalised form of proxy for use in connection with the General Meeting
which accompanies the Circular

 

FSMA
      Financial Services and Markets Act 2000 (as amended)

 

General Meeting                                 the general
meeting of the Company to be held at The Rubens Hotel, 39 Buckingham Palace
Rd, London SW1W 0PS at 11:30 a.m. on 5 June 2025, or any adjournment thereof,
notice of which is set out in Part 7 of the Circular

 

Group
        means, collectively, the Company and a group of companies,
including the Operating Companies, incorporated in various jurisdictions of
which the Company is the ultimate holding company

 

Individual Excess Tender                  is as defined in
paragraph 2.7 of Part 3 of the Circular

 

Issued Ordinary Share Capital    the issued Ordinary Shares in the capital
of the Company (excluding Subsidiary-Held Ordinary Shares)

.

Latest Practicable Date                          16 May 2025

 

London Stock Exchange                   London Stock
Exchange Group plc

 

Notice of General Meeting            the notice convening the General
Meeting which appears in Part 7 of the Circular

 

Operating Companies                       the companies
within the Group that the Company has indirect interests in which have
responsibility for managing primarily agricultural operations

 

Ordinary Shares                                       the
ordinary shares of £0.10 each in the capital of the Company

 

Overseas Shareholders                         a Shareholder who is
a resident in, or a citizen of, a jurisdiction outside the United Kingdom

 

Panmure Liberum                            Panmure Liberum
Limited, a private limited company registered in England & Wales under
registration number 04915201 with its registered office at Ropemaker Place,
Level 12, 25 Ropemaker Street, London, England, EC2Y 9LY

 

PCA
person closely associated as defined under Article 3(1)(26) of UK MAR

 

Qualifying Shareholder             Shareholders who are entitled
to participate in the Tender Offer, being those who are on the Register on the
Tender Offer Record Date and excluding those with registered addresses in a
Restricted Jurisdiction

 

Receiving Agent                                     MUFG
Corporate Markets

 

Register
the Company's register of members

 

Registrar
MUFG Corporate Markets

 

Regulatory Information Service        any of the services set out in
the FCA's list of regulated information services from time to time

 

Repurchase
the repurchase of Ordinary Shares from the Company by Panmure Liberum as
described in the Repurchase Agreement

 

Repurchase Agreement                 the repurchase agreement
described in paragraph 6 of Part 6 of the Circular, entered into between the
Company and Panmure Liberum on 19 May 2025 pursuant to which the Company will
purchase from Panmure Liberum all of the successfully tendered Ordinary Shares
acquired by Panmure Liberum under the Tender Offer at the Tender Price

 

Restricted Jurisdiction                  each of the United States,
Australia, Canada, Japan, Singapore, Switzerland, New Zealand and South Africa
and any other jurisdiction where the mailing, distribution, sending,
forwarding to or transmission of the Circular or the accompanying documents
into or inside such jurisdiction would constitute a violation of the laws of
such jurisdiction

 

Shareholders                                      the
holders of the Ordinary Shares

 

Shareholder Helpline                        the helpline
available to Shareholders in connection with the Tender Offer in respect of
Ordinary Shares

 

subsidiary
   a subsidiary as that term is defined in section 1159 of the Companies
Act 2006

 

Subsidiary-Held Ordinary Shares      the 62,500 Ordinary Shares held by
subsidiaries of the Company which under the Companies Act 2006 have no
exercisable voting rights whilst they remain so held

 

Tender Conditions                           shall have the
meaning given in paragraph 2 of Part 3 of the Circular

 

Tender Form
the personalised tender form accompanying the Circular for use in connection
with the Tender Offer by Qualifying Shareholders who hold their Ordinary
Shares in certificated form

 

Tender Offer                                         the
invitation to Qualifying Shareholders to tender Ordinary Shares on the terms
and conditions set out in the Circular and also, in the case of certificated
Ordinary Shares only, the Tender Form (and, where the context so requires, the
associated repurchase of such Ordinary Shares by the Company from Panmure
Liberum pursuant to the Repurchase Agreement)

 

Tender Offer Record Date              6:00 p.m. on 5 June 2025 or such
other time and date as may be determined by the Company (with the prior
consent of Panmure Liberum) in the event the Unconditional Date is altered in
accordance with the terms of the Tender Offer

 

Tender Offer Resolution             the special resolution to be
proposed at the General Meeting to approve the Tender Offer

 

Tender Price                                     £54.00
being the price per Ordinary Share at which Ordinary Shares will be purchased
pursuant to the Tender Offer

 

Total Available Shares                  is as defined in paragraph
2.7 of Part 3 of the Circular

 

Total Excess Tenders                    is as defined in paragraph
2.7 of Part 3 of the Circular

 

TTE Instruction                                     a
transfer to escrow instruction (as defined by the CREST Manual)

 

uncertificated form                       recorded on the
Register as being held in uncertificated form in CREST and title to which, by
virtue of the CREST Regulations, may be transferred by means of CREST

 

Unconditional Date                     the date on and time at
which the Tender Offer becomes unconditional, which is expected to be on 6
June 2025

 

United Kingdom or UK                  the United Kingdom of Great
Britain and Northern Ireland

 

UK MAR                                        the Market
Abuse Regulation (EU) No 596/2014 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018

 

United States                                    the United
States of America, its territories and possessions, any State of the United
States and the District of Columbia

 

Working Day                                     any day
other than a Saturday, Sunday or public holiday on which banks are open in the
City of London for the transaction of general commercial business

 

£
Great British Pound, the lawful currency of the United Kingdom

 

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