Update on Letters of Intent
Summary by AI BETAClose X
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
7 May 2026
RECOMMENDED CASH ACQUISITION
OF
TREATT PLC ("Treatt" or the "Company")
BY
DÖHLER FINANCE MANAGEMENT B.V. ("Döhler")
(an indirect wholly-owned subsidiary of Döhler Group SE)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
Update on Letters of Intent
On 29 April 2026, the boards of Döhler and Treatt made an announcement pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement") of a recommended cash acquisition pursuant to which Döhler will acquire the entire issued and to be issued ordinary share capital of Treatt not already owned by Döhler (the "Acquisition"), intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
As set out in Appendix 3 of the Rule 2.7 Announcement, Döhler received a non-binding letter of intent from Schroder Investment Management Limited stating its intention to vote (or procure a vote) in favour of the resolution(s) relating to the Acquisition at the Court Meeting and General Meeting in respect of 2,895,208 Treatt Shares, representing approximately 4.9% per cent. of the issued share capital of Treatt as at 28 April 2026, being the last Business Day before the Rule 2.7 Announcement (the "Schroder Letter of Intent").
Döhler hereby announces that it has been made aware that on 6 May 2026 Schroders plc ("Schroders") disposed of 13,667 Treatt Shares and, of its remaining interest in 1,424,236 Treatt Shares, Schroders does not have discretion regarding voting decisions in respect of 39,354 Treatt Shares. Following such notification, the Schroder Letter of Intent continues to apply only in respect of its retained Treatt Shares of which Schroders has discretion regarding voting decisions, being 1,384,882 Treatt Shares.
Accordingly, the total number of Treatt Shares which are subject to either irrevocable undertakings or non-binding letters of intent has reduced from 7,150,343 (representing, in aggregate, approximately 12.0 per cent. of the issued share capital of Treatt) to 4,757,083 Treatt Shares (representing, in aggregate, approximately 7.9 per cent. of the issued share capital of Treatt) as at 28 April 2026, being the last Business Day before the date of this announcement.
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Rule 2.7 Announcement.
Enquiries
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Döhler and Döhler Group SE |
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Daniel Eickhorst |
+49 6151 306 2414 |
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Dorothee Timmermann |
+49 6151 306 4650 |
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BofA Securities (financial adviser to Döhler Group SE and Döhler) |
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Ed Peel |
+44 (0) 20 7628 1000 |
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Geoff Iles |
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Marcus Olsson |
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Matthias Konrad |
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Sid Rishi |
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Important notices relating to financial advisers
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.
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 Rule 2.7 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 Rule 2.7 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, 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
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 Döhler's website at www.doehler.com/en/news-media/cashoffer and on Treatt's website at www.treatt.com/investor-relations promptly and in any event by no later than 12 noon on 7 May 2026. 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.
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