REG - Exponent PrivateEqty Treatt PLC - Disclosure under Rule 2.10(a) of the Takeover Code

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RNS Number : 6424D  Exponent Private Equity LLP  16 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

 

FOR IMMEDIATE RELEASE

 

16 October 2025

Disclosure under Rule 2.10(a) of the Takeover Code in respect of the
RECOMMENDED CASH ACQUISITION

OF

 

TREATT PLC ("Treatt")

 

BY

 

NATARA GLOBAL LIMITED ("Natara")

 

(a company controlled by funds managed by Exponent Private Equity LLP)

 

Update on Irrevocable Undertakings and Letters of Intent

On 8 September 2025 the Boards of Treatt and Natara made an announcement
pursuant to Rule 2.7 of the Takeover Code (the "2.7 Announcement") of a
recommended cash acquisition pursuant to which Natara will acquire the entire
issued and to be issued ordinary share capital of Treatt (the "Acquisition"),
intended to be effected by means of a scheme of arrangement under Part 26 of
the Companies Act (the "Scheme").

 

On 6 October 2025, the Boards of Treatt and Natara made an announcement (the
"Increased Cash Offer Announcement") stating that they had reached agreement
on the terms of an increased recommended final* cash offer at a price of 290
pence in cash for each Treatt Share for the entire issued and to be issued
share capital of Treatt (the "Increased Cash Offer").

 

In accordance with Rule 2.10(a) of the Code, Natara is pleased to announce
that, following the Increased Cash Offer Announcement, on 15 October 2025 it
received a non-binding letter of intent in support of the Increased Cash Offer
from Columbia Threadneedle Investments ("Columbia Threadneedle") which holds
directly or indirectly 2,301,390 Treatt Shares representing approximately 3.88
per cent. of the issued ordinary share capital of Treatt as at 15 October
2025, being the last Business Day before the date of this announcement
("Columbia Threadneedle Letter of Intent").

 

Pursuant to the terms of the Columbia Threadneedle Letter of Intent, Columbia
Threadneedle has stated its current intention to vote (or procure a vote) in
favour of the resolutions relating to the Acquisition at the Treatt Meetings
in respect of its holdings of Treatt Shares, or, in the event that the
Transaction is implemented by way of a Takeover Offer, to accept (or procure
the acceptance of) such Takeover Offer. The Columbia Threadneedle Letter of
Intent represents a further demonstration of shareholder support for the
Increased Cash Offer following the commitments announced on 6 October 2025.

 

Natara has therefore received either irrevocable undertakings or non-binding
letters of intent in respect of a total of 4,799,775 Treatt Shares
representing, in aggregate, approximately 8.09 per cent. of the issued
ordinary share capital of Treatt as at 15 October 2025, being the last
Business Day before the date of this announcement.

 

*The Increased Cash Offer is final and will not be further increased, except
that Natara reserves the right to increase the consideration payable under the
Acquisition and/or otherwise improve the terms of the Acquisition if: (i)
there is an announcement by any person (including Treatt) on or after the date
of this announcement of either a firm intention to make an offer or a possible
offer, in each case, for Treatt; or (ii) the Panel otherwise provides its
consent which will only be provided in wholly exceptional circumstances.
Natara reserves the right (with the consent of the Panel, if required), and
while the Cooperation Agreement is continuing, subject to the terms of the
Cooperation Agreement, to implement the Acquisition by way of a Takeover
Offer.

 

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Increased Cash Offer Announcement.

 

Enquiries

 

 Natara and Exponent
 Mark Taylor          via Kekst CNC
 Shane Farragher

 Rothschild & Co (financial adviser to Exponent and Natara)
 Noah Gringarten      +44 20 7280 5000
 Alice Squires
 Matt Thomson

 Kekst CNC (financial communications adviser to Exponent and Natara)
 Neil Maitland        +44 797 1578 507
 Katherine Fennell    +44 797 1828 445
 Guy Bates            +44 758 1056 415

 
Important notices relating to financial advisers

 

N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting as
financial adviser to Exponent and Natara and no one else in connection with
the matters described in this announcement and will not be responsible to
anyone other than Exponent and Natara for providing the protections afforded
to clients of Rothschild & Co, or for providing advice in connection with
the matters referred to herein. Neither Rothschild & Co nor any of its
group undertakings or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this announcement, any statement
contained in this announcement or any matter referred to herein. No
representation or warranty, express or implied, is made by Rothschild & Co
as to the contents of this announcement.

 

Further information

 

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation 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
the Acquisition or otherwise. The Acquisition will be made solely through the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer document), which, together with the accompanying
Forms of Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
in respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

 

This announcement does not constitute a prospectus or a prospectus equivalent
document.

 

Overseas Shareholders

 

The release, publication or distribution of this announcement in jurisdictions
other than the UK, and the availability of the Acquisition to Treatt
Shareholders who are not resident in the UK, may be restricted and therefore
any persons who are not resident in the UK or who are subject to the laws of
any jurisdiction other than the UK (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Treatt Shares in respect of the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

 

Unless otherwise determined by Natara or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

 

Accordingly, copies of this announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

 

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange, the Court and the FCA.

 

Further details in relation to Treatt Shareholders in overseas jurisdictions
will be contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer document).

 

Additional information for U.S. investors

 

The Acquisition relates to an offer for the shares of a UK company and is
being made by means of a scheme of arrangement provided for under English
company law. The Acquisition, implemented by way of a scheme of arrangement,
is not subject to the tender offer rules or the proxy solicitation rules under
the U.S. Exchange Act. Accordingly, the Acquisition is subject to the
disclosure and procedural requirements and practices applicable to a scheme of
arrangement involving a target company in the UK admitted to trading on the
Main Market of the London Stock Exchange, which differ from the disclosure and
procedural requirements of the U.S. tender offer and proxy solicitation rules.

 

The financial information with respect to Treatt included in this announcement
and the Scheme Document has been or will have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and thus may not be
comparable to the financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the U.S.

 

If, in the future, Natara exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Acquisition will be made in compliance with applicable U.S. laws and
regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be
made in the U.S. by Natara and no one else.

 

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) under the US Exchange Act, Natara or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Treatt outside of the
U.S., other than pursuant to the Takeover Offer, until the date on which the
Takeover Offer becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the U.S. Exchange Act. Any information about such purchases
shall be disclosed as required in the UK, will be reported to a Regulatory
Information Service of the London Stock Exchange and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) . (http://www.londonstockexchange.com/)

 

The receipt of cash pursuant to the scheme by U.S. Shareholders (defined as
shareholder who are U.S. persons as defined in the U.S. Internal Revenue Code)
as consideration for the transfer of Treatt Shares pursuant to the scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
Shareholder (including U.S. Shareholders) is urged to consult his independent
professional adviser immediately regarding the tax consequences of the
transaction applicable to him.

 

Neither the SEC nor any U.S. state securities commission has approved,
disapproved or passed judgment upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this announcement. Any representation to the
contrary is a criminal offence in the U.S.

 

Some or all of Treatt's and Natara's respective officers and directors reside
outside the U.S., and some or all of their respective assets are or may be
located in jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those persons or
recovering against Treatt or Natara or their respective officers or directors
on judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment. It may not be possible to sue Treatt,
Natara or their respective officers or directors in a non-U.S. court for
violations of the U.S. securities laws.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 3.30 p.m. on the tenth business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth
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
per cent. 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(s), 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 p.m. 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 Panel's website at
www.thetakeoverpanel.org.uk (https://www.thetakeoverpanel.org.uk/) ,
(https://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 +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

 

Publication on a website and availability of hard copies

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Natara's website at
https://www.floral-offer.com/ (https://www.floral-offer.com/) and on Treatt's
website at www.treatt.com/investor-relations
(https://www.treatt.com/investor-relations) by no later than 12 noon (London
time) on the Business Day following this announcement. For the avoidance of
doubt, neither the content of this website nor of any website accessible from
hyperlinks set out in this announcement is incorporated by reference or forms
part of this announcement.

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