Recommended cash offer for Treatt plc

DISCLAIMER – IMPORTANT

Recommended offer for Treatt plc (the “Company”) by Döhler Finance Management B.V. (the “Bidder”) (an indirect wholly-owned subsidiary of Döhler Group SE) (the “Offer”)

THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY THE BIDDER, DÖHLER GROUP SE AND/OR THE COMPANY IN CONNECTION WITH THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. Döhler Group SE reserves the right to amend or update this notice at any time and you should read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Döhler Group SE.

Basis of access

The Information is made available in good faith and does not, nor intends to, constitute or form any part of an offer to sell or otherwise dispose of any securities nor is it an invitation or solicitation of an offer to purchase or otherwise acquire any securities or a solicitation of votes or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers 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 of England and Wales.

The Information speaks only at the date of the relevant document or announcement and the Bidder and Döhler Group SE has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

If you are in doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Bidder, Döhler Group SE or the Company. This notice shall be governed by, and interpreted in accordance with, English law.

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by the Bidder, Döhler Group SE and their respective directors, is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

None of the directors or employees of the Bidder or Döhler Group SE, nor the directors or employees of any of Döhler Group SE’s affiliates or advisers 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 this Microsite by a third party.

Overseas persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which Döhler Group SE regards as unduly onerous (each a “Restricted Jurisdiction”), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. The Bidder, Döhler Group SE and their respective affiliated companies, and any of their respective directors or advisers, assume no responsibility for any violation by any person of any of these restrictions.

The Offer is not being made, directly or indirectly, in or into the United States or any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of, the United States or any jurisdiction where it would be unlawful to do so, other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Additional United States information

Any offer for the issued, and to be issued, share capital of the Company, if made, will relate to the shares of a company incorporated in England and Wales and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to bring legal actions or enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, if made. US holders of shares may not be able to sue the Company or the Bidder or Döhler Group SE or their respective officers or directors in a non-US court for violations of the US securities laws.

Any securities referred to in the Information on this Microsite have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Forward looking statements

This Microsite and the Information (including information incorporated by reference) contained in it may contain certain 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 statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure to market risks and statements expressing expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases. 

There are a number of factors that could cause results and development to differ materially from those expressed in any forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) currency fluctuations; (b) economic, political and financial market conditions in various countries and regions and any changes to such conditions; (c) changes in trading conditions; (d) industry trends; (e) competition; (f) changes in law or regulation; and (g) changes in business strategy.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of the Bidder, Döhler Group SE, their respective affiliates or any of their respective directors, employees or advisers undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

No profit forecast

Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Bidder, Döhler Group SE or the Company as appropriate.

Acceptance of disclaimer

If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “I ACCEPT”.

Confirmation of understanding and acceptance

In order to view the Information on this Microsite, please click on the “I ACCEPT” box below. By clicking on the “I ACCEPT” box below, you are making the following confirmations:

• you have read and understood the notice set out above and agree to be bound by its terms;
• you are a resident of or located in the United Kingdom or another jurisdiction where the access to the Information by you does not constitute a violation of the relevant laws of such jurisdiction;
• you are not a resident of or located in a Restricted Jurisdiction and you are not acting on behalf of someone who is resident or located in a Restricted Jurisdiction;
• you will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction; and
• no person (including, without limitation, the Bidder, Döhler Group SE and their respective directors, employees, agents and/or advisers) will breach any applicable law or regulation in connection with your access to this Microsite and/or your viewing of the Information. 

If you are not able to give these confirmations (as applicable), you should click on I DECLINE below and we cannot provide you with the information contained on this Microsite.