Court Sanction of Scheme of Arrangement
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
30 June 2026
RECOMMENDED 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)
to be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
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").
Treatt and Döhler are pleased to announce that, following the Sanction Hearing held earlier today, the Court has issued the Court Order sanctioning the Scheme pursuant to which the Acquisition will be implemented.
All Conditions to the Acquisition as set out in Part 4 of the Scheme Document have been satisfied or waived (as applicable) other than the delivery of a copy of the Court Order to the Registrar of Companies. Pursuant to the Court Order, the Scheme will become Effective on delivery of the Court Order to the Registrar of Companies, which is expected to occur on 2 July 2026. Treatt confirms there have been no material changes to the expected timetable of principal events for the Acquisition as set out in the announcement on 16 June 2026.
Next Steps
The last day for dealings in, and for registrations of transfers of, Treatt Shares is expected to be 1 July 2026. The Scheme Record Time is expected to be 6.00 p.m. on 1 July 2026, at which time CREST will be disabled in respect of Treatt Shares.
Applications have been made to the Financial Conduct Authority and the London Stock Exchange for the suspension, and subsequent cancellation, of admission to trading in Treatt Shares on the Main Market and of the listing of Treatt Shares on the Official List. The suspension of the admission to trading in Treatt Shares on the Main Market and the listing of Treatt Shares on the Official List is expected to take effect from 7.30 a.m. on 2 July 2026. Once suspended, it is expected that the cancellation of trading in Treatt Shares on the Main Market and the listing of Treatt Shares on the Official List will take effect from 8.00 a.m. on 3 July 2026.
A further announcement will be made when the Scheme has become Effective, which is expected to occur on 2 July 2026.
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 |
|
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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 |
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BofA Securities (financial adviser to Döhler) |
|
|
Ed Peel |
+44 (0) 20 7628 1000 |
|
Geoff Iles |
|
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Marcus Olsson |
|
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Matthias Konrad |
|
|
Sid Rishi |
|
Ashurst 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.
Overseas Shareholders
The release, publication or distribution of this announcement and the Scheme Document in or into certain 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, 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 Döhler 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, the Scheme Document 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 is subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the Court and the FCA.
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 United States Securities Exchange Act of 1934, as amended (the "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 this announcement and the Scheme Document has 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, Döhler 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 Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the U.S. by Döhler 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 U.S. Exchange Act, Döhler 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 Exchange Act. Also, in such circumstances, in accordance with Rule 14e-5(b) of the Exchange Act, BofA Securities will continue to act as exempt principal trader in Treatt shares on the London Stock Exchange. 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.
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 Treatt Shareholder (including U.S. Shareholders) is urged to consult their 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 Döhler'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 Döhler 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, Döhler 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 Döhler 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 Döhler 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 Döhler 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. Döhler 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 Döhler 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 Döhler 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 outstanding 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 Döhler 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 Döhler 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 Döhler 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 Takeover 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. (London time) 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 http://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, participants in the Treatt Share Plans and other relevant persons for the receipt of communications from Treatt may be provided to Döhler during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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.
Treatt Shareholders may, subject to applicable securities laws, request a hard copy of this announcement by contacting Treatt's registrars MUFG Corporate Markets (UK) , 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.
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.
Scheme process
In accordance with Section 5 of Appendix 7 to the Takeover Code, Treatt or Döhler (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including when the Scheme has become Effective.
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