
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
16 October 2025
Disclosure under Rule 2.10(a) of the Takeover Code in respect of the RECOMMENDED CASH ACQUISITION
OF
BY
(a company controlled by funds managed by
Update on Irrevocable Undertakings and Letters of Intent
On
On
In accordance with Rule 2.10(a) of the Code, Natara is pleased to announce that, following the Increased Cash Offer Announcement, on
Pursuant to the terms of the Columbia Threadneedle Letter of Intent, Columbia Threadneedle has stated its current intention to vote (or procure a vote) in favour of the resolutions relating to the Acquisition at the Treatt Meetings in respect of its holdings of Treatt Shares, or, in the event that the Transaction is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer. The Columbia Threadneedle Letter of Intent represents a further demonstration of shareholder support for the Increased Cash Offer following the commitments announced on
Natara has therefore received either irrevocable undertakings or non-binding letters of intent in respect of a total of 4,799,775 Treatt Shares representing, in aggregate, approximately 8.09 per cent. of the issued ordinary share capital of
*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
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Increased Cash Offer Announcement.
Enquiries
Natara and Exponent |
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via Kekst CNC |
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Noah Gringarten |
+44 20 7280 5000 |
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Kekst CNC (financial communications adviser to Exponent and Natara) |
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+44 797 1578 507 |
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+44 797 1828 445 |
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+44 758 1056 415 |
Important notices relating to financial advisers
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document), which, together with the accompanying Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).
This announcement does not constitute a prospectus or a prospectus equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the
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
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
The financial information with respect to
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
In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal
The receipt of cash pursuant to the scheme by
Neither the
Some or all of
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
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
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, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Natara's website at https://www.floral-offer.com/ and on
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