Access to this area of the website may be restricted under securities laws or regulations in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to the information on this area of the website. These materials are not directed at or to be accessed by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement of Treatt to comply with any consent or other formality which Treatt regards as unduly onerous.
Recommended offer for Treatt PLC (Treatt) by Döhler Finance Management B.V. (Döhler) (the Offer)
Access to the website
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Treatt reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Treatt.
This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available by Treatt in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to Treatt that they are doing so for information purposes only.
To allow you to view information about the Offer, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Offer.
Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Offer) in any jurisdiction in which such offer or solicitation is unlawful.
The Offer will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.
Overseas jurisdictions
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
You should not download, mail, forward, distribute, send or share the information or documents contained on this part of the website to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so. It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the information in this website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this website. Treatt and its advisers do not assume any responsibility for any violation by any person of these restrictions.
This part of the website contains information that has been prepared for the purposes of complying with English law and the UK Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England.
Notice to U.S. Investors
The Offer 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 Offer, to be 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. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act). Accordingly, the Offer 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 following materials 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, Döhler exercises its right to implement the Offer by way of a takeover offer and determines to extend the takeover offer into the U.S., the Offer will be made in compliance with applicable U.S. laws and regulations, including to the extent applicable Section 14(e) of the U.S. 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 Offer 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 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.
The receipt of cash pursuant to the scheme by U.S. Shareholders (defined as shareholders 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 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 Offer or passed upon the adequacy or accuracy of the materials included herein. 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.
Cautionary Note Regarding Forward-Looking Statements
The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Döhler and/or Treatt. These statements are based on the current expectation of the management of Döhler and/or Treatt and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Döhler's or Treatt's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Döhler's or Treatt's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, Treatt cannot give any assurance that any forward-looking statement will prove to be correct in the future. Treatt does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements. Unless expressly stated otherwise, no statement contained or referred to in this website is intended to be a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Offer.
Responsibility
In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by Treatt speak only at the specified date of the relevant document and Treatt has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer-related materials issued or published by Döhler, or which relate to Döhler and its group, that are accessible on this website, the only responsibility accepted by Treatt and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Treatt, nor Döhler nor any of their respective affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time.
- I represent and warrant to Treatt that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on DISAGREE below.