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 Treatt’s Articles | 14,357,047 | 40.79 | 20,842,278 | 59.21 | 35,199,325 | 59.32 | 23,053 |
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.