Scheme of Arrangement becomes Effective
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
2 July 2026RECOMMENDED CASH ACQUISITION
of
Treatt PLC ("Treatt")
by
DÖHLER FINANCE MANAGEMENT B.V. ("Döhler")
(a private limited liability company incorporated in the Netherlands with registered number 69165009, an indirect wholly-owned subsidiary of Döhler Group SE)effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006Scheme of Arrangement becomes Effective
On 29 April 2026, the boards of Treatt and Döhler announced that they had reached agreement on the terms of a recommended cash offer by Döhler for the entire issued and to be issued share capital of Treatt not already owned by Döhler at a price of 305 pence per Treatt Share (the "Acquisition").
In addition, the Acquisition allowed for the distribution of the previously announced final dividend for the year ended 30 September 2025 of 3 pence per Treatt Share paid on 13 May 2026 to Treatt Shareholders on the register as at the close of business on 7 April 2026.
The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in relation to the Scheme was published on 12 May 2026 (the "Scheme Document").
On 30 June 2026 Treatt and Döhler announced that the Court had issued the Court Order sanctioning the Scheme pursuant to which the Acquisition will be implemented.
Treatt and Döhler are pleased to announce that, following the delivery of a copy of the Court Order (together with a copy of the Scheme and all documents required annexed thereto) to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms. Pursuant to the Scheme, the entire issued share capital of Treatt is now owned by Döhler.
Suspension and cancellation of listing to and trading of Treatt Shares
The listing of Treatt Shares on the Official List and admission to trading on the Main Market, and therefore dealings in Treatt Shares on the Main Market, will be suspended with effect from 7:30 a.m. today. As a result of the Scheme having become Effective, share certificates in respect of the Scheme Shares have ceased to be valid documents of title and entitlements to the Scheme Shares held in uncertificated form in CREST are being cancelled.
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of the listing of Treatt Shares on the Official List and the cancellation of admission to trading of Treatt Shares on the Main Market, both of which are expected to take effect by no later than 8:00 a.m. on 3 July 2026.
As a result of this announcement, Treatt is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Settlement of consideration
In accordance with the terms of the Scheme, a Scheme Shareholder on Treatt's register of members at the Scheme Record Time, being 6:00 p.m. on 1 July 2026, will be entitled to receive 305 pence in cash for each Scheme Share held.
Settlement of the cash consideration under the Acquisition to which Scheme Shareholders are entitled under the terms of the Scheme will be effected in the manner set out in the Scheme Document as soon as practicable and in any event, no later than 16 July 2026.
Board changes
As the Scheme has now become Effective, Treatt duly announces that, with effect from today's date, Sangita Shah, Christine Sisler, Shaun Smith and Helga Moelschl have stepped down as non-executive directors from the Company.
General
Full details of the Scheme are set out in the Scheme Document. Capitalised terms used but not defined in this announcement shall have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.
Enquiries:
Treatt PLC
Vijay Thakrar
+44 (0) 1284 702500
Manprit Randhawa
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)
Oliver Cardigan
James Hopton
MHP Group (financial communications adviser to Treatt)
Tim Rowntree
+44 (0) 7701 308 818
Eleni Menikou
treatt@mhpgroup.com
Döhler and Döhler Group SE
Daniel Eickhorst
+49 6151 306 2414
Dorothee Timmermann
+49 6151 306 4650
BofA Securities (financial adviser to Döhler)
Ed Peel
+44 (0) 20 7628 1000
Geoff Iles
Marcus Olsson
Matthias Konrad
Sid Rishi
Ashurst Perkins Coie UK LLP is acting as international legal adviser to Treatt. Simmons & Simmons LLP is acting as international legal adviser to Döhler and Döhler Group SE.
Important notices
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer 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 nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
This announcement has been prepared for the purpose of complying with English law, the Takeover Code and the Listing Rules 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 and regulations of jurisdictions outside England and Wales.
Peel Hunt, which is authorised and regulated by the Financial Conduct Authority (the "FCA") 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 none of Investec nor any of its affiliates, branches or subsidiaries will 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. Neither Investec nor any of its subsidiaries, branches or affiliates nor any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising from the use of this Announcement or the contents of this Announcement or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation. 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 statute 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 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.
Bank of America Europe DAC, Amsterdam Branch, together with its affiliate, Merrill Lynch International ("BofA Securities") is acting as financial adviser exclusively for Döhler Group SE and Döhler and for no one else and will not be responsible to anyone other than Döhler Group SE and Döhler for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its 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 BofA Securities in connection with this announcement, any statement contained herein or otherwise.
Publication on website and availability of hard copies
A copy of this announcement is being made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Döhler's and Treatt's websites at www.doehler.com/en/news-media/cashoffer and www.treatt.com/investor-relations, respectively, by no later than 12 noon (London time) on the business day following the publication of this announcement. 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.
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 the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
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