REG - Treatt PLC - Publication and Posting of Scheme Document

TreattAnnouncement

06/10/2025 07:30

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RNS Number : 1691C  Treatt PLC  06 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 SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

6 October 2025

 

RECOMMENDED CASH ACQUISITION

of

Treatt PLC ("Treatt")

by

Natara Global Limited ("Natara")

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

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 8 September 2025, the boards of Natara and Treatt announced that they had
reached agreement on the terms of a recommended cash acquisition pursuant to
which Natara will acquire the entire issued and to be issued share capital of
Treatt (the "Acquisition") for an offer price of 260 pence per Treatt Share
(the "Original Cash Offer"). Earlier today, the boards of Treatt and Natara
announced that they had reached agreement on the terms of an increased
recommended final* cash offer at a price of 290 pence per Treatt Share (the
"Increased Cash Offer"). The Acquisition will be effected by means of a scheme
of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.

*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 6
October 2025 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.

Publication of the Scheme Document

The Treatt Directors are pleased to announce the publication of the scheme
document in relation to the Acquisition (the "Scheme Document") which,
together with the associated Forms of Proxy, is today being posted by Treatt
to Treatt Shareholders and, for information only, to holders of awards under
the Treatt Share Plans and persons with information rights.

The Scheme Document contains, amongst other things, a letter from the Chair of
Treatt, the full terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and the General Meeting, and
details of the actions to be taken by Scheme Shareholders entitled to vote at
the Court Meeting and Treatt Shareholders entitled to vote at the General
Meeting in relation to the Acquisition.

The Scheme Document will be made available (subject to any applicable
restrictions relating to persons in, or resident in, Restricted Jurisdictions)
for inspection free of charge, on Treatt's website at
https://www.treatt.com/investor-relations
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Furl.uk.m.mimecastprotect.com%2Fs%2FmJJFCzmvWIM7Z09zh4f6t9_hKN&data=05%7C02%7Cvictoria.padley%40ashurst.com%7C017a7d0abb734e01188a08ddef7c91d2%7C0bb6abcca4cb4fe29b52d3ab6bae9014%7C0%7C0%7C638930040534657647%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=YNxr7zQNXcbRdiffRNyFq0YqgX6oeRFoo7x4Vnky27c%3D&reserved=0)
and on Natara's website at www.floral-offer.com no later than 12 noon on the
Business Day following the publication of the Scheme Document and will be
available up to and including the end of the Offer Period. The contents of
these websites are not incorporated into, and do not form part of, this
announcement.

 

Hard copies of the Scheme Document (or depending on Treatt Shareholders'
communication preferences, a letter or email giving details of the websites
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting are being sent to Treatt Shareholders. If not
already receiving hard copy documents, Treatt Shareholders may request a hard
copy of the Scheme Document by contacting Treatt's registrar, MUFG Corporate
Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL or call on 0371
664 0321 or from overseas +44 (0) 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. to 5.30 p.m. (London time), Monday to Friday excluding
public holidays in England and Wales. Please note that MUFG Corporate Markets
cannot provide any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes.

 

Action required

As further described in the Scheme Document, before the Court is asked to
sanction the Scheme and in order to become Effective, the Scheme will require:
(i) the approval of a majority in number representing 75 per cent. or more in
value of votes cast by Scheme Shareholders present and voting either in person
or by proxy at the Court Meeting (or any adjournment thereof), which has been
convened by an order of the Court; and (ii) the passing of the Resolution by
the requisite majority of Treatt Shareholders at the General Meeting (or any
adjournment thereof). The Scheme is also subject to the satisfaction or (where
applicable) waiver of the Conditions and further terms that are set out in the
Scheme Document.

The Court Meeting and the General Meeting are to be held at the offices of
Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW
on 3 November 2025. The Court Meeting is scheduled to commence at 11.00 a.m.
and the General Meeting is scheduled to commence at 11.15 a.m. (or as soon
thereafter as the Court Meeting has concluded, been adjourned or postponed).
Notices of the Court Meeting and the General Meeting are set out in Parts 10
and 11, respectively, of the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and the Treatt Shareholders
before the relevant Meetings, by an announcement through a Regulatory
Information Service.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair and reasonable representation of Scheme
Shareholders' opinion. Scheme Shareholders and Treatt Shareholders are
therefore strongly urged to complete, sign and return their Forms of Proxy or
to appoint a proxy electronically either through the share portal service or
Proxymity or through CREST as soon as possible and, in any event, by no later
than 11.00 a.m. on 30 October 2025 in respect of the Court Meeting and 11.15
a.m. on 30 October 2025 in respect of the General Meeting in accordance with
the instructions set out in the Scheme Document and the Forms of Proxy.
Instructions in relation to voting and the completion of the Forms of Proxy
are included in the Scheme Document. Scheme Shareholders and Treatt
Shareholders are also strongly encouraged to appoint the Chair of the meeting
as their proxy.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the
Scheme Document and is also reproduced in the appendix to this announcement.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting
and of Treatt Shareholders at the General Meeting, the satisfaction or waiver
(if capable of waiver) of the other Conditions set out in the Scheme Document
and the sanction of the Scheme by the Court at the Sanction Hearing, the
Scheme is currently expected to become Effective in 2025. Treatt will make
further announcements as appropriate with such announcements being available
on Treatt's website at https://www.treatt.com/investor-relations
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Furl.uk.m.mimecastprotect.com%2Fs%2FmJJFCzmvWIM7Z09zh4f6t9_hKN&data=05%7C02%7Cvictoria.padley%40ashurst.com%7C017a7d0abb734e01188a08ddef7c91d2%7C0bb6abcca4cb4fe29b52d3ab6bae9014%7C0%7C0%7C638930040534657647%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=YNxr7zQNXcbRdiffRNyFq0YqgX6oeRFoo7x4Vnky27c%3D&reserved=0)
and on Natara's website at www.floral-offer.com.

The dates and times given are indicative only and are based on Treatt's and
Natara's current expectations and may be subject to change. If any of the
expected dates and/or times set out in the expected timetable change, then
Treatt (or Natara, as applicable) will give adequate notice(s) of such changes
in an announcement released through a Regulatory Information Service and by
making such announcement available on Treatt's website at
https://www.treatt.com/investor-relations
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Furl.uk.m.mimecastprotect.com%2Fs%2FmJJFCzmvWIM7Z09zh4f6t9_hKN&data=05%7C02%7Cvictoria.padley%40ashurst.com%7C017a7d0abb734e01188a08ddef7c91d2%7C0bb6abcca4cb4fe29b52d3ab6bae9014%7C0%7C0%7C638930040534657647%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=YNxr7zQNXcbRdiffRNyFq0YqgX6oeRFoo7x4Vnky27c%3D&reserved=0)
and on Natara's website at www.floral-offer.com.

If the Scheme becomes Effective, it is intended that applications will be made
to the London Stock Exchange to cancel trading in Treatt Shares on the Main
Market, and to the Financial Conduct Authority to cancel the listing of the
Treatt Shares on the Official List, in each case with effect from or shortly
following the Effective Date. The last day of dealings in Treatt Shares on the
London Stock Exchange's Main Market is expected to be the Business Day
immediately prior to the Effective Date and no transfers shall be registered
after 6.00 p.m. on that date.

Recommendation

The Treatt Directors, who have been so advised by Peel Hunt and Investec as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing advice to the Treatt Directors, Peel
Hunt and Investec have taken into account the commercial assessments of the
Treatt Directors. Peel Hunt and Investec are providing independent financial
advice to the Treatt Directors for the purposes of Rule 3 of the Code.

Accordingly, the Treatt Directors recommend unanimously that Treatt
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolution(s) to be proposed at the General Meeting.

 

Shareholders should read carefully the whole of the Scheme Document (including
any documents incorporated into the Scheme Document by reference), together
with the accompanying Forms of Proxy, before deciding whether or not to vote,
or procure a vote, in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting. Each of these documents contains important
information relating to the Acquisition. Any vote or decision in respect of,
or other response to, the Acquisition or the Scheme (as applicable) should
only be made on the basis of the information contained in the Scheme Document.

Helpline

If you have any questions about this document, the Court Meeting or the
General Meeting, or are in any doubt as to how to complete and return the
Forms of Proxy, please contact Treatt's registrar, MUFG Corporate Markets, at
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
or call on 0371 644 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. and
5.30 p.m. (London time), Monday to Friday (excluding public holidays in
England and Wales). All calls to the helpline may be recorded and monitored
for security and training purposes. Please note that, for legal reasons, the
helpline cannot provide advice on the merits of the Acquisition or give any
legal, tax or financial advice

Enquiries:

 Treatt PLC
 David Shannon        +44 (0) 1284 702500

 Vijay Thakrar

 Peel Hunt (lead financial adviser, Rule 3 adviser and corporate broker to
 Treatt)
 George Sellar        +44 (0) 20 7418 8900

 Michael Nicholson

 Investec (joint financial adviser, Rule 3 adviser and corporate broker to
 Treatt)
 David Anderson       +44 (0)

                    (https://www.google.com/search?q=investec+london&rlz=1C1GCEA_enGB1057GB1063&oq=investec+london&gs_lcrp=EgZjaHJvbWUqBwgAEAAYgAQyBwgAEAAYgAQyDQgBEAAYgwEYsQMYgAQyBwgCEAAYgAQyBwgDEAAYgAQyDQgEEC4YxwEY0QMYgAQyBwgFEAAYgAQyBwgGEAAYgAQyBwgHEAAYgAQyBwgIE
 Oliver Cardigan      AAYgAQyBwgJEAAYgATSAQgyNTA1ajBqOagCALACAQ&sourceid=chrome&ie=UTF

                    -8&lqi=Cg9pbnZlc3RlYyBsb25kb24iA4gBAUj1stT9hLmAgAhaFxAAGAAYASIPaW52ZXN0ZWMgbG9uZG9ukgEEYmFua6oBcgoNL2cvMTFiNXBqbGxsbAoNL2cvMTFiYzV6azhmNAoNL2cvMTFiYzZqY2t0bhABKgwiCGludmVzdGVjKAAyHhABIhrZjY55gIn6yecHHnmYpD6YxgT6Fb-GjXRQtTITEAIiD2ludmVzdGVjIGxvbmRvbg)
                      20 7597 5970
 MHP Group (financial communications adviser to Treatt)
 Tim Rowntree         +44 (0) 7701 308818

 Eleni Menikou        +44 (0) 7710 117 517

 Veronica Farah

 Natara and Exponent
 Mark Taylor          via Kekst CNC

 Shane Farragher

 Rothschild & Co (financial adviser to Natara and Exponent)
 Noah Gringarten      +44 20 72805000

 Mathew 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

 

APPENDIX

Expected timetable of principal events

 

 

 

 Event                                                                            Time and/or date
 Publication of the Scheme Document                                               6 October 2025
 Latest time and date for receipt of the BLUE Form of Proxy, an electronic or a   11.00 a.m. on 30 October 2025((1))
 CREST or Proxymity Proxy Instruction or any other electronic voting
 instruction in respect of the Court Meeting
 Latest time and date for receipt of the WHITE Form of Proxy, an electronic or    11.15 a.m. on 30 October 2025((2))
 a CREST or Proxymity Proxy Instruction or any other electronic voting
 instruction in respect of the General Meeting
 Voting Record Time for the Court Meeting and the General Meeting                 6.00 p.m. on 30 October 2025((3))
 Court Meeting                                                                    11.00 a.m. on 3 November 2025
 General Meeting                                                                  11.15 a.m. on 3 November 2025((4))
 The following dates and times associated with the Scheme are subject to change
 and will depend on, among other things, the date on which the Conditions to
 the Scheme other than Condition 2.3 of Part A of Part 4 of the Scheme Document
 are satisfied or, if capable of waiver, waived and the date on which the Court
 sanctions the Scheme. Treatt will give adequate notice of all of these dates
 and times, when known, by issuing an announcement through a Regulatory
 Information Service, with such announcement being made available on Treatt's
 website at https://www.treatt.com/investor-relations
 (https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Furl.uk.m.mimecastprotect.com%2Fs%2FmJJFCzmvWIM7Z09zh4f6t9_hKN&data=05%7C02%7Cvictoria.padley%40ashurst.com%7C017a7d0abb734e01188a08ddef7c91d2%7C0bb6abcca4cb4fe29b52d3ab6bae9014%7C0%7C0%7C638930040534657647%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=YNxr7zQNXcbRdiffRNyFq0YqgX6oeRFoo7x4Vnky27c%3D&reserved=0)
 . Further updates and changes to these times will be notified in the same way.
 Sanction Hearing                                                                 As soon as reasonably practicable after the satisfaction (or, if applicable,
                                                                                  waiver) of the Conditions (other than Conditions 1 and 2.3) set out in Part A
                                                                                  of Part 4 of the Scheme Document and, in any event, prior to the Long-Stop
                                                                                  Date ("D")
 Last day of dealings in, and for registration of transfers of, and disablement   D+1 Business Day((5))
 in CREST of Treatt Shares on the Main Market
 Scheme Record Time                                                               6.00 p.m. on D+1 Business Day
 Suspension of listing of Treatt Shares on the Official List and from trading     By 7.30 a.m. on D+2 Business Days
 on the Main Market
 Effective Date of the Scheme                                                     D+2 Business Days (or, as soon as the Court Order has been delivered to the
                                                                                  Registrar of Companies for registration)((6))
 Cancellation of admission to trading of the Treatt Shares on the Main Market     By 7.30 a.m. on D+3 Business Days
 Latest date for despatch of cheques and crediting of CREST accounts and          Within 14 days of the Effective Date
 processing electronic transfers in respect of the cash consideration due under
 the Scheme
 Long-Stop Date                                                                   08 June 2026((7))
 All references to time shown in this announcement are references to London
 (UK) time.
 The Court Meeting and the General Meeting will each be held at the offices of
 Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW
 on 3 November 2025

 

Notes:

(1)        It is requested that BLUE Forms of Proxy or CREST or
Proxymity Proxy Instructions, or any other electronic voting instructions, in
respect of the Court Meeting be lodged at least 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour period
falling on a non-working day) or, in the case of any adjournment, not later
than 48 hours before the time fixed for the holding of the adjourned Court
Meeting (excluding any part of such 48 hour period falling on a non-working
day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of
the Court Meeting or a representative of the Company's registrar, MUFG
Corporate Markets, at the Court Meeting venue before the start of the Court
Meeting.

(2)        It is requested that WHITE Forms of Proxy or CREST or
Proxymity Proxy Instructions, or any other electronic voting instructions, in
respect of the General Meeting must be lodged at least 48 hours prior to the
time appointed for the General Meeting (excluding any part of such 48 hour
period falling on a non-working day) or, in the case of any adjournment, not
later than 48 hours before the time fixed for the holding of the adjourned
General Meeting (excluding any part of such 48 hour period falling on a
non-working day). WHITE Forms of Proxy that are not so lodged may NOT be
handed to the Chair of the General Meeting or a representative of the
Company's registrar, MUFG Corporate Markets, before the start of or at the
General Meeting.

(3)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.00 p.m. on the day which is two Business Days before the date set for such
adjourned Meeting and only Scheme Shareholders (in the case of the Court
Meeting) and Treatt Shareholders (in the case of the General Meeting) on the
register of members at such time shall be entitled to attend and vote at the
relevant Meeting(s).

(4)        Or as soon thereafter as the Court Meeting shall have been
concluded or been adjourned.

(5)        Treatt Shares will be disabled in CREST from 6.00 p.m. on
such date.

(6)        The Scheme shall become Effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies for registration.
This may occur prior to the suspension of trading in Treatt Shares. The events
which are stated as occurring on subsequent dates are conditional on the
Effective Date and operate by reference to that date.

(7)        This is the latest date by which the Scheme may become
Effective unless Treatt and Natara agree a later date (with the Panel's
consent and as the Court may approve (if such approval(s) are required)).

 

Important notices

You should read this announcement and the Scheme Document and if you are in
any doubt as to the Acquisition or the action you should take, you are
recommended to seek your own independent financial advice immediately from
your stockbroker, solicitor, accountant, bank manager or other independent
financial adviser duly authorised under the Financial Services and Markets Act
2000 (as amended) if you are resident in the United Kingdom or, if you are not
so resident, from another appropriately authorised independent financial
adviser. If you have any questions about the Scheme Document, the Court
Meeting or the General Meeting or are in any doubt as to how to complete the
Forms of Proxy, please contact MUFG Corporate Markets on the number set out
above.

This announcement, the Scheme Document and the accompanying documents are for
information purposes only and do not constitute or form part of an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of
an offer to buy any securities, whether pursuant to this announcement or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is or would be unlawful.

Neither this announcement or the Scheme Document comprise a prospectus or a
prospectus equivalent document or an exempted document.

The contents of this announcement and the Scheme Document do not amount to,
and should not be construed as legal, tax, business or financial advice.

The Acquisition will be subject to English law, the jurisdiction of the Court
and the applicable requirements of the City Code, the Panel, the London Stock
Exchange, the FCA, the Listing Rules and the Registrar of Companies.

Peel Hunt, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as lead financial
adviser and corporate broker to Treatt and for no one else in connection with
the Acquisition and/or any other matter referred to in this announcement and
will not be responsible to anyone other than Treatt for providing the
protections afforded to its clients or for providing advice in relation to the
Acquisition, the contents of this announcement, or any other matter referred
to in this announcement. Neither Peel Hunt nor any of its affiliates, nor any
of Treatt's and such affiliates' respective members, directors, officers,
controlling persons or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, under statute or otherwise) to any person who is not a
client of Peel Hunt in connection with this announcement any statement
contained herein or otherwise.

Investec is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
FCA. Investec is acting exclusively as joint financial adviser and corporate
broker to Treatt and no one else in connection with the Acquisition, the
contents of this announcement or any other matters described in this
announcement. Investec will not regard any other person as its client in
relation to the Acquisition, the content of this announcement or any other
matters described in this announcement and will not be responsible to anyone
other than Treatt for providing the protections afforded to its clients or for
providing advice to any other person in relation to the Acquisition, the
content of this announcement or any other matters referred to in this
announcement. This announcement has been issued by and is the sole
responsibility of Treatt. No representation or warranty, express or implied,
is or will be made as to, or in relation to, and no duty, responsibility or
liability (whether direct or indirect, consequential, whether in contract, in
tort, under statue or otherwise) is or will be accepted by Investec or by any
of its subsidiaries, branches or affiliates, or any person acting on its or
their respective behalf's as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed to the fullest
extent permissible by law.

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).

Treatt will prepare the Scheme Document to be distributed to Treatt
Shareholders. Treatt and Natara urge Treatt Shareholders to read the Scheme
Document (or any other document by which the Acquisition is made) in full when
it becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.

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
publication 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.

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

This announcement has been prepared for the purpose of complying with English
law, the UK Market Abuse Regulation and the Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England.

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.

Overseas Shareholders

The release, publication or distribution of this announcement and the Scheme
Document in or into certain 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, the Scheme Document 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.

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 in accordance with the terms of the Cooperation
Agreement 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) .

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
Treatt 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 or the Scheme Document. Any
representation to the contrary is a criminal offence in the U.S.

Financial information related to Treatt and/or the Treatt Group included in
this announcement and the Scheme Document has been or shall have been prepared
in accordance with accounting standards applicable in the United Kingdom and
may not be comparable to financial information of US companies or companies
whose financial statement are prepared in accordance with generally accepted
accounting principles in the United States.

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.

Forward-looking statements

This announcement and the Scheme Document (including information incorporated
by reference in this announcement and the Scheme Document), oral statements
made regarding the Acquisition, and other information published by Natara and
Treatt contain statements which are, or may be deemed to be, "forward-looking
statements". All statements, other than statements of historical fact are, or
may be deemed to be, forward-looking statements. Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
assumptions, expectations, valuations, targets, estimates, forecasts and
projections of Natara and Treatt about future events, and are therefore
subject to risks and uncertainties which could cause actual results,
performance or events to differ materially from those expressed or implied by
the forward-looking statements. The forward-looking statements contained in
this announcement and the Scheme Document include statements relating to the
expected effects of the Acquisition on the Natara Group, the Treatt Group and
the Combined Group, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects", "budget", "targets", "aims", "scheduled", "estimates",
"forecast", "intends", "anticipates", "seeks", "prospects", "potential",
"possible", "assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Natara and Treatt
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the control of
Natara and/or Treatt) because they relate to events and depend on
circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the
Natara Group, the Treatt Group and/or the Combined Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of pandemics, asset prices; market‑related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, Eurozone instability, disruption
in business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Combined Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Combined Group), the inability of the
Natara Group to integrate successfully the Treatt Group's operations and
programmes when the Acquisition is implemented, the Combined Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither the Natara Group nor Treatt Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation and the DTRs), neither the Natara Group
nor the Treatt Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

 

No profit forecasts or estimates

Save for the Treatt FY25 Profit Forecast set out in Part 9 of the Scheme
Document, no statement in this announcement or the Scheme Document is intended
as a profit forecast or estimate for any period and no statement in this
announcement or the Scheme Document should be interpreted to mean that
earnings or earnings per share for Exponent, Natara or Treatt, as appropriate,
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Exponent, Natara
or Treatt, as appropriate.

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. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
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. (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
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
http://www.thetakeoverpanel.org.uk/ (http://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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by Treatt Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Treatt may be provided
to Natara during the Offer Period as required under section 4 of Appendix 4 to
the Code.

Publication on a website and availability of hard copies

This announcement and the Scheme Documents will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Natara's website at www.floral-offer.com and on Treatt's website at
www.treatt.com/investor-relations (https://www.treatt.com/investor-relations)
promptly and in any event by no later than 12 noon on the business day
following the publication of the Scheme Document. Neither the content of the
websites referred to in this announcement nor the content of any website
accessible from hyperlinks in this announcement is incorporated into, or forms
part of, this announcement.

You may, subject to applicable securities laws, request a hard copy of this
announcement or the Scheme Document by contacting Treatt's registrars MUFG
Corporate Markets, at MUFG Corporate Markets, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, or call on 0371 644 0321 or from overseas +44 (0) 371
664 0321. Calls are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London
time), Monday to Friday (excluding public holidays in England and Wales).
Please note that MUFG Corporate Markets cannot provide any financial, legal or
tax advice. Calls may be recorded and monitored for security and training
purposes.

 

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Treatt or Natara
(as applicable) will announce through a Regulatory Information Service key
events in the Scheme process, including the outcomes of the Meetings and the
date of the Scheme Court Hearing and that the Scheme has become Effective.

Unless otherwise consented to by the Court (if required) and the Panel, any
modification or revision to the Scheme will be made no later than the date
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned or postponed).

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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