REG - Treatt PLC - Results of Court Meeting and General Meeting

TreattAnnouncement

03/11/2025 15:45

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RNS Number : 9798F  Treatt PLC  03 November 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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 November 2025

RECOMMENDED CASH OFFER

for

Treatt PLC ("Treatt")

by

Natara Global Limited ("Natara")

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

RESULTS OF COURT MEETING AND GENERAL MEETING,

LAPSING OF SCHEME AND END OF OFFER PERIOD

On 8 September 2025, the boards of Treatt and Natara announced that they had
reached agreement on the terms of a recommended cash offer by Natara for the
entire issued and to be issued share capital of Treatt (the "Acquisition").

On 6 October 2025, the boards of Treatt and Natara announced that they had
reached agreement on the terms of an increased recommended 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"). It was
proposed that the Acquisition be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). A scheme document in
respect of the Increased Cash Offer was posted by Treatt to Treatt
Shareholders 6 October 2025 (the "Scheme Document").

Earlier today, Treatt convened the Court Meeting and the General Meeting in
relation to the Scheme. The total percentage of votes in favour of the
resolutions at the Court Meeting and the General Meeting was below the minimum
threshold (75% of shares voted) needed to approve the Scheme.

As a result of the votes cast at the Court Meeting and the General Meeting,
the Treatt Directors note that the Acquisition has not satisfied the
conditions outlined in the Scheme Document and as such, the Acquisition has
now lapsed. As the Acquisition has lapsed, Treatt is no longer in an offer
period for the purposes of the Takeover Code.

Full details of the resolution that was proposed at the Court Meeting and the
General Meeting are set out in the notice of the Court Meeting and of the
General Meeting contained in the Scheme Document.

Vijay Thakrar, Chairman of Treatt, said:

"At the time of its recommendations on 8 September, and subsequently, 6
October, the Board had for some months carefully considered a potential
combination of Treatt with Natara for the benefit of all stakeholders. The
Board took into account Treatt's trading position, external market factors,
the sentiment of the shareholders at the time, and independent advice received
on the financial terms of Natara's offer.

Since its recommendations, the Board has observed changes in Treatt's share
register, particularly Döhler Group SE's ("Döhler") share purchases during
the offer period up to its latest disclosed holding of 28% of the issued share
capital. Döhler is a highly valued customer of Treatt and, as would be the
case with any major shareholder, we have been in dialogue with them in recent
weeks to seek to establish their intentions in respect of their new
shareholding. The Board particularly welcomed Dohler's statement on 30
September 2025: "Döhler views Treatt as a high-quality company and recognises
its strong position in the natural extracts and flavours market. Döhler is
supportive of the strategy outlined by Treatt and looks forward to building a
constructive dialogue with the Döhler executive management team. Döhler
intends to hold its shares in Treatt for investment purposes".

The Board is committed to representing the interests of all of Treatt's
shareholders and wider stakeholders. Although Döhler voted against the
Scheme, a majority of other Treatt shareholders by value that voted were in
favour of a combination with Natara.

We will continue to execute our strategy to maximise shareholder value by
focusing on three primary pillars: building on and enhancing our heritage;
accelerating premium growth; growing in new markets. These pillars are
underpinned by our established global position in serving the beverage
industries, supported by our long-established brand and customer relationships
and our well-invested infrastructure to support future growth. Although in the
near-term the business continues to face the headwinds that we have previously
communicated, the Board believes that improvements in market dynamics and
execution of our strategy should support a recovery in Treatt's operating and
financial performance."

Further detail of the company's performance and strategy will be presented at
the full year results expected to be published in January 2026.

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below.
Each Scheme Shareholder present in person or by proxy was entitled to one vote
for each Scheme Share held at the Voting Record Time.

           Number of Scheme Shareholders who voted*  Percentage of Scheme Shareholders who voted*  Number of Scheme Shares voted  Percentage of Scheme Shares voted**  Number of Scheme Shares voted as a percentage of ISC entitled to vote on the

                                                                                                                 Scheme**.
                                                     **
 FOR       71                                        46.71                                         14,312,832                     40.87                                24.12
 AGAINST   81                                        53.29                                         20,711,814                     59.13                                34.90
 TOTAL***  141                                       100                                           35,024,646                     100                                  59.02

Notes:

* Where a Scheme Shareholder cast some of their votes 'for' and some of their
votes 'against' the resolution, such Scheme Shareholder has been counted as
having voted both 'for' and 'against' the resolution for the purposes of
determining the number and percentage of Scheme Shareholders who voted.

** All percentages have been rounded down to the nearest two decimal places.

*** The aggregate of Scheme Shareholders voting "for" and "against" the
resolution as set out in this row exceeds the total number and percentage of
Scheme Shareholders who voted because 11 registered members gave instructions
for votes to be cast "for" the resolution in respect of part of their holding
of Scheme Shares and "against" the resolution in respect of another part of
their holding of Scheme Shares.

 

Voting results at the General Meeting

The results of the votes at the General Meeting were as follows. Each Treatt
Shareholder present (in person or by proxy) was entitled to one vote per
Treatt Share held at the Voting Record Time:

 Resolution                                                                Votes for   %*     Votes against  %*     Votes total  % of ISC voted  Votes withheld**
 Approval of the implementation of the Scheme, including the amendment of  14,357,047  40.79  20,842,278     59.21  35,199,325   59.32           23,053
 Treatt's Articles

 Notes:

 * All percentages have been rounded to the nearest two decimal places.

 ** A vote withheld is not a vote in law and is not counted in the calculation
 of the proportion of votes 'for' or 'against' the Resolution.

 

This information will also shortly be available to view on the Company's
website at: www.treatt.com.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document.

 Enquires:

 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://protect.checkpoint.com/v2/r06/___https:/www.google.com/xjfwhm?v=nsAjxyjh+qtsits&wqE=6H6LHJF_jsLG65/aLG65*~*8&tv=nsAjxyjh+qtsits&lx_qhwu=Jl4ofMOAg1ZvGBlFJFF3lFVDGBlFJFF3lFVDIVlGJFF3lBJ3xVR3lFVDGBlHJFF3lFVDGBlIJFF3lFVDIVlJJH93CBJ35VR3lFV
 Oliver Cardigan     DGBlKJFF3lFVDGBlLJFF3lFVDGBlMJFF3lFVDGBlNJFF3lFVDGBlOJFF3lFYXFVlDSYF6foGvTflHFQFHFV&xtzwhjni=hmwtrj&nj=ZYK

                   -b&qvn=Hlcugs4qh8Wq3DGxg7/pg79nF9lGFZo6xyYcmQrFlFmfKCFFLFF3FXNUf1/742S541RlgLcz4LczplJJ3rKzf*~*tGhltSQ7hARYKnS2GvgLCxgFtSQ7hARYKn3E0*~*fEmrSFtSQ7hARYKn3E4v37y5gmFGPlBnHLqzir0EiL0oPFFDMmFGNmw4o3*/2*lNs*~*DjhMMsr3uI*~*3ClY*~*Kg
                     -Lo2WVyYNYJFNnI7qzir0EiL0oNLCAgrWAgl___.ZXV3MjpuZXh0MTU6YzpvOjc3OTg1NjhjNjE3NzQ4ZmZjZjAyNWI5MTcyM2E0YWE3Ojc6Y2JiMzoyZjNiODMxNTlmY2EyNGU0NTMzMGM4MDFkZWQ4NjRiMDMwZDQxZmZiYTMyNTU4Nzg0Y2MxMDE0YzBhODcyODg4OnA6RjpU)
                     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

 

Ashurst LLP is retained as legal adviser to Treatt.

Important notices

This announcement does 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.

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

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

The statements contained in this announcement are made as at the date of this
announcement, unless some other date 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.

Disclaimer

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.

 

 

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