REG - Exponent PrivateEqty Treatt PLC - Statement re Increased Cash Offer

TreattAnnouncement

06/10/2025 07:00

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RNS Number : 1695C  Exponent Private Equity LLP  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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

6 October 2025

INCREASED RECOMMENDED FINAL* CASH OFFER

FOR

TREATT PLC ("Treatt")

BY

NATARA GLOBAL LIMITED ("Natara")

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

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

1.   Introduction

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 (the "Acquisition") pursuant to which Natara will
acquire the entire issued and to be issued ordinary share capital of Treatt
for an offer price of 260 pence per Treatt Share (the "Original Cash Offer"),
intended to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act (the "Scheme").

This announcement should be read in conjunction with the full text of the 2.7
Announcement. Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the 2.7 Announcement.

2.   Increased Recommended Final Cash Offer

Natara is pleased to confirm that it has reached agreement with the Board of
Treatt 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"). The Increased
Cash Offer follows constructive engagement with Treatt's Board and major
shareholders and underscores Natara's belief that the Increased Cash Offer
represents full and fair value for Treatt while delivering speed and certainty
in an uncertain market environment.

Under the terms of the Increased Cash Offer, which will be subject to the
Conditions set out in Appendix 1 to the 2.7 Announcement and to the full terms
and conditions which will be set out in the Scheme Document, Treatt
Shareholders will be entitled to receive:

for each Treatt Share: 290 pence in cash

The Increased Cash Offer values the entire issued and to be issued ordinary
share capital of Treatt at approximately £173.8 million.

The Increased Cash Offer represents an increase of approximately 11.5 per cent
to the value of the Original Cash Offer and a premium of approximately:

·          29.5 per cent. to the Closing Price of 224 pence per
Treatt Share on 5 September 2025 (being the last Business Day before the date
of the 2.7 Announcement);

·          32.0 per cent. to the volume-weighted average price of
219.7 pence per Treatt Share for the one-month period ended 5 September 2025
(being the last Business Day before the date of the 2.7 Announcement); and

·          55.6 per cent. to the Closing Price of 186.4 pence per
Treatt Share on 24 July 2025 (being the date of the July Trading Update
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.

If any dividend, distribution or other return of capital is announced,
declared, made or paid, or becomes payable, in respect of Treatt Shares on or
after the date of the 2.7 Announcement and before the Effective Date, Natara
will reduce the consideration payable in respect of each Treatt Share by the
amount of such dividend, distribution or other return of capital. If Natara
makes such a reduction in respect of a dividend, distribution or other return
of capital, Treatt Shareholders will be entitled to receive and retain that
dividend, distribution or other return of capital that is announced, declared,
made or paid, and any reference in this announcement to the consideration
payable under the Acquisition will be deemed to be a reference to the
consideration as so reduced. If the consideration payable under the terms of
the Acquisition is reduced in accordance with this paragraph, it will be the
subject of an announcement and, for the avoidance of doubt, will not be
regarded as constituting any revision or variation of the terms of the
Acquisition.

3.   Irrevocable undertakings and letter of intent

Since announcement of the Original Cash Offer, Natara has continued
constructive engagement with Treatt shareholders and has received an
additional irrevocable undertaking and a letter of intent in support of the
Increased Cash Offer.

As set out in the announcement made on 1 October 2025, Natara has received
irrevocable undertakings to vote in favour (or procure a vote in favour) of
the Scheme at the Court Meeting and the Resolution(s) at the General Meeting
from those Treatt Directors (and Ryan Govender, a former Treatt Director who
stepped down from the Treatt Board with effect from 30 September 2025) who
hold Treatt Shares in respect of their own beneficial shareholdings, totalling
22,435 Treatt Shares representing approximately 0.04 per cent. of the issued
ordinary share capital of Treatt as at 3 October 2025, being the last Business
Day before the date of this announcement.

In connection with the Increased Cash Offer, Natara has received an
irrevocable undertaking to vote in favour (or procure a vote in favour) of the
Scheme at the Court Meeting and the Resolution(s) at the General Meeting from
a Treatt Shareholder who holds 1,750,000 Treatt Shares representing
approximately 2.95 per cent. of the issued share capital of Treatt as at 3
October 2025, being the last Business Day before the date of this
announcement.

Natara has therefore received irrevocable undertakings in respect of a total
of 1,772,435 Treatt Shares representing, in aggregate, approximately 2.99 per
cent. of the issued ordinary share capital of Treatt as at 3 October 2025,
being the last Business Day before the date of this announcement.

Natara has also received a non-binding letter of intent from a Treatt
Shareholder who holds directly or indirectly 725,950 Treatt Shares
representing approximately 1.22 per cent. of the issued share capital of
Treatt as at 3 October 2025 (being the last Business Day before the date of
this announcement) stating their intention to vote (or procure a vote) in
favour of the resolutions relating to the Acquisition at the Treatt Meetings
in respect of their holdings of Treatt Shares.

Natara has therefore received either irrevocable undertakings or a non-binding
letter of intent in respect of a total of 2,498,385 Treatt Shares
representing, in aggregate, approximately 4.21 per cent. of the issued
ordinary share capital of Treatt as at 3 October 2025, being the last Business
Day before the date of this announcement

Further details of these irrevocable undertakings and letter of intent are set
out in Appendix 1 to this announcement.

4.   Recommendation

The Treatt Directors, who have been so advised by Peel Hunt and Investec as to
the financial terms of the Increased Cash Offer, consider the terms of the
Increased Cash Offer 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 intend to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and Treatt
Shareholders vote in favour of the Resolution(s) at the General Meeting (or,
in the event that the Acquisition is implemented by way of a Takeover Offer,
that Treatt Shareholders accept or procure acceptance of such Takeover Offer)
as the Treatt Directors who hold Treatt Shares (and Ryan Govender, a former
Treatt Director who stepped down from the Treatt Board with effect from 30
September 2025) have irrevocably undertaken to do in respect of their entire
beneficial holdings of Treatt Shares, amounting in aggregate to 22,435 Treatt
Shares representing approximately 0.04 per cent. of the issued ordinary share
capital of Treatt as at 3 October 2025 (being the last Business Day before the
date of this announcement).

Further background to the recommendation from the Treatt Directors is
contained in the 2.7 Announcement.

5.   Financing of the Increased Cash Offer

The consideration payable under the Acquisition pursuant to the Increased Cash
Offer will be funded in part through equity provided by Exponent Fund IV and
Exponent Fund V, with Exponent Fund IV and Exponent Fund V having entered into
an amendment and restatement deed amending and restating the equity commitment
letter between Exponent Fund IV, Exponent Fund V and Natara in relation to the
financing of the Increased Cash Offer, and in part through new debt financing.

Rothschild & Co, as financial adviser to Natara, is satisfied that
sufficient resources are available to Natara to satisfy in full the
consideration payable to Scheme Shareholders pursuant to the terms of the
Acquisition pursuant to the Increased Cash Offer.

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

6.   Conditions, Timetable and General

Save as set out in the announcement, the Increased Cash Offer is subject to
the same terms and conditions as set out in Appendix 1 to the 2.7 Announcement
and to the full terms and conditions which will be set out in the Scheme
Document, which will be sent to Scheme Shareholders on or around the date of
this announcement.

In connection with the clearance referred to in paragraph 3(b) of Part 1 of
Appendix 1 of the 2.7 Announcement, the Irish Competition and Consumer
Protection Commission has provided clearance for the Acquisition, in
satisfaction of that Condition. The receipt of Irish Competition and Consumer
Protection Commission clearance marks a key milestone in the regulatory
process. Natara and Treatt continue to work on the remaining regulatory
clearances to which the Acquisition is subject and do not anticipate any
material impediments to satisfaction of the remaining regulatory clearances.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2 of the 2.7 Announcement, save for the
number of Treatt Shares which may be issued on or after the date of the date
of the 2.7 Announcement on the exercise of options or vesting of awards under
the Treatt Share Plans which is now 600,471.

7.   Intentions

The Increased Cash Offer does not change Natara's intentions as regards to the
business of Treatt (including locations of its operations), the management and
employees of Treatt and the proposals in respect of Treatt Share Plans, as set
out in the 2.7 Announcement.

8.   Consents

Rothschild & Co, Peel Hunt and Investec have each given and not withdrawn
their consent to the publication of this announcement with the inclusion in
this announcement of the references to their names in the form and context in
which they appear.

9.   Documents available on website

Copies of the following documents will be available promptly on Natara's and
Treatt's websites at www.floral-offer.com and
www.treatt.com/investor-relations (https://www.treatt.com/investor-relations)
, respectively, subject to certain restrictions relating to persons residing
in Restricted Jurisdictions, until the end of the Offer Period:

(a)        this announcement;

(b)        the amended and restated equity commitment letter described
above;

(c)        consent letters from each of Rothschild & Co, Peel Hunt
and Investec; and

(d)        the irrevocable undertakings and letter of intent referred
to in this announcement.

Neither the content of the websites referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this 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
 Treatt
 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) 20 7597 5970

 Oliver Cardigan

 MHP Group (financial communications adviser to Treatt)

 Tim Rowntree

 Eleni Menikou

                                                                      + 44 (0) 7701 308 818 / + 44 (0) 7710

                                                                      117 517

Allen Overy Shearman Sterling LLP is acting as legal adviser to Exponent and
Natara. Ashurst LLP is acting as legal adviser to Treatt.

The person responsible for arranging the release of this announcement on
behalf of Treatt is Nick Hartigan, General Counsel and Company Secretary.

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.

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.

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 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 the Rule 2.7
Announcement and/or 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) .

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.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), 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 include statements
relating to the expected effects of the Acquisition on the Natara Group, the
Treatt Group and the Enlarged 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 Enlarged 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 Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Natara Group to integrate successfully the Treatt Group's operations and
programmes when the Acquisition is implemented, the Enlarged 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

Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per share for
Treatt for the current or future financial years, will necessarily match or
exceed the historical published earnings or earnings per share for Treatt.

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/) , 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 documents required to be published pursuant to
Rule 26 of the Code 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 date 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.

Treatt Shareholders may, subject to applicable securities laws, request a hard
copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Treatt's registrars, MUFG Corporate
Markets, during business hours on 0371 664 0300 within the United Kingdom or
on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to
shareholderenquiries@cm.mpms.mufg.com or MUFG Corporate Markets, Central
Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard
copy may be sent.  Treatt Shareholders may, subject to applicable securities
laws, also request that all future documents, announcements and information to
be sent in relation to the Acquisition should be in hard copy form.

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.

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.

 

APPENDIX 1

DETAILS OF IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings from Treatt Directors and Ryan Govender

The following Treatt Directors have given irrevocable undertakings in respect
of their own beneficial holdings of Treatt Shares (or those Treatt Shares over
which they have control) to vote (or procure a vote) in favour of the
resolution(s) relating to the Acquisition at the Treatt Meetings or, in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept (or procure the acceptance of) such Takeover Offer:

 

 Name             Total Number of  Percentage of issued ordinary share capital (%)

Treatt Shares
 Philip O'Connor  6,550            0.01%
 Vijay Thakrar    10,760           0.02%
 David Shannon    3,349            0.01%
 Ryan Govender*   1,254            0.00%
 Bronagh Kennedy  522              0.00%

*As announced by Treatt on 24 March 2025, Ryan Govender stepped down from the
Treatt Board with effect from 30 September 2025, however his irrevocable
undertaking remains in force. Ryan Govender forfeited 1,228 shares held by him
pursuant to the SIP on his departure from the Company.

The obligations of the Treatt Directors under the irrevocable undertakings
given by them shall lapse and cease to have effect on and from the earlier of
the following occurrences:

(a)        immediately if Natara publicly announces, with the consent
of the Panel, that it does not intend to proceed with the Acquisition;

(b)        immediately if the Scheme (or Takeover Offer, applicable) is
withdrawn with the consent of the Panel or lapses in accordance with its
terms, save where the Scheme is withdrawn or lapses as a result of Natara
exercising its right to implement the Acquisition by way of a Takeover Offer
(or vice-versa);

(c)        immediately on the date on which any competing offer for the
entire issued and to be issued share capital of Treatt becomes or is declared
wholly unconditional (if implemented by way of a takeover offer) or, if
proceeding by way of a scheme of arrangement, becomes effective; or

(d)        the Scheme has not become Effective before 11.59 p.m. on the
Long Stop Date.

 

These irrevocable undertakings remain binding in the event a competing offer
is made for Treatt. David Shannon also holds options over 143,023 Treatt
Shares pursuant to the Treatt Share Plans. Following his resignation, Ryan
Govender remains entitled to 9,534 Treatt Shares pursuant to the Deferred
Share Bonus Scheme. Ryan Govender forfeited his remaining options and awards
upon his resignation from Treatt on 30 September 2025. These irrevocable
undertakings also extend to any shares acquired by the Treatt Directors as a
result of the vesting of awards or the exercise of options under the Treatt
Share Plans.

Irrevocable Undertaking from a Treatt Shareholder

Rockwood Strategic plc, who holds 1,750,000 Treatt Shares representing
approximately 2.95 per cent. of the issued share capital of Treatt as at 3
October 2025, has given an irrevocable undertaking to vote (or procure a vote)
in favour of the resolutions relating to the Acquisition at 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 obligations of Rockwood Strategic plc under the irrevocable undertakings
given by it shall lapse and cease to have effect on and from the earlier of
the following occurrences:

(a)        immediately if the Scheme (or Takeover Offer, applicable) is
withdrawn with the consent of the Panel or lapses in accordance with its
terms, save where the Scheme is withdrawn or lapses as a result of Natara
exercising its right to implement the Acquisition by way of a Takeover Offer
(or vice-versa); or

(b)        the Scheme has not become Effective before 11.59 p.m. on the
Long Stop Date.

This irrevocable undertaking remains binding in the event a competing offer is
made for Treatt.

Letter of intent

Natara has received a non-binding letter of intent from John Lee, The Lord Lee
of Trafford DL, a Treatt Shareholder who holds directly or indirectly 725,950
Treatt Shares representing approximately 1.22 per cent. of the issued share
capital of Treatt as at 3 October 2025 (being the last Business Day before the
date of this announcement) stating his current intention to vote (or procure a
vote) in favour of the resolutions relating to the Acquisition at Treatt
Meetings in respect of his 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.

 

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