Floral Offer

    Regulatory documents

    IMPORTANT NOTICE: INFORMATION/DOCUMENTATION RELATING TO THE ANNOUNCEMENT BY NATARA GLOBAL LIMITED ("NATARA"), A COMPANY MAJORITY OWNED AND CONTROLLED BY FUNDS MANAGED/ADVISED BY EXPONENT PRIVATE EQUITY LLP “EXPONENT”, OF A FIRM INTENTION TO MAKE AN OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF TREATT PLC ("TREATT") (THE "OFFER").

    PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF NATARA.

    ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") 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 OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE MICROSITE. IF YOU ARE UNABLE OR HAVE ANY DOUBT AS TO WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION, YOU SHOULD CLICK ON 'I DECLINE, AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.

    THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED 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 TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BWS REGARDS AS UNDULY ONEROUS OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A "RESTRICTED JURISDICTION"). UNLESS OTHERWISE DETERMINED BY NATARA AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

    The Information contained in this Microsite is not intended to, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

    The Offer will be made solely by means of an offer or scheme document which will contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

    Electronic versions of the materials you are seeking to access are being made available on this Microsite by Natara in good faith, for information purposes only and subject to the terms and conditions set out below.

    Basis of access

    The information contained on this Microsite is in respect of the Offer.

    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 Natara.

    Overseas jurisdictions

    This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

    Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the "UK") who wish to view the Information contained in this Microsite 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 legal or regulatory requirements applicable in their jurisdiction.

    YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.

    This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the 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 of England and Wales.

    If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access this Microsite and you should take independent legal advice. To the fullest extent permitted by applicable law, neither Natara, nor Exponent nor any of its or their advisers accept responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.

    Additional US information

    The Offer relates to an offer for the shares of a UK company and is expected to be implemented by way of a scheme of arrangement provided for under English company law (a "Scheme"). A transaction effected by means of a Scheme is not subject to the tender offer rules or the proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended ("U.S. Exchange Act"). Accordingly, the Offer may be subject to the disclosure requirements of, and practices applicable in, the UK to Schemes, which differ from the disclosure and procedural requirements of the U.S. tender offer and proxy solicitation rules. Any financial statements or other financial information included in this Microsite has or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements 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, Natara were to exercise its right to implement the Offer by way of a takeover offer into the U.S., such offer would be required to be made in compliance with applicable U.S. securities laws and regulations including the exemptions therefrom.

    Some or all of Treatt’s officers and directors reside outside the U.S., and some or all of its 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 its 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 or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

    In the event that the Offer is implemented by way of a takeover offer, in accordance with normal UK practice and in compliance with Rule 14e-5(b) of the U.S. Exchange Act, Natara, Exponent (including through one or more of funds managed or advised by it or its affiliates) or their nominees or 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 Offer, until the date on which the Offer becomes effective, lapses, expires or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

    Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Offer. Any representation to the contrary is a criminal offence in the U.S.

    Forward-Looking Statements

    This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Natara and its subsidiaries undertakings (the “Natara Subsidiaries”) and Treatt and its subsidiary undertakings (the "Treatt Subsidiaries") following the implementation of the Offer.

    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 management's 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 of Natara and the Natara Subsidiaries (and/or, as relevant, Treatt and the Treatt Subsidiaries) to market risks and statements expressing management's 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 affect the future operations of Natara and the Natara Subsidiaries (and/or, as relevant, Treatt and the Treatt Subsidiaries) and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions; and (h) changes in general economic, business and political conditions, including changes in the financial markets.

    Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Natara, the Natara Subsidiaries, Treatt or the Treatt Subsidiaries 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.

    Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast 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 Natara or Treatt as appropriate.

    Responsibility

    In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

    The documents included in this Microsite issued or published by Natara speak only at the specified date of the relevant document and Natara 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 any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Natara and its directors is for the correctness and fairness of its reproduction.

    Neither the directors of Natara, nor Natara nor Exponent itself, nor any of their affiliated companies or affiliated/managed/advised funds (as applicable) 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 Microsite.

    Other

    If you are in any doubt about the contents of this Microsite 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 (as amended) and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorised independent financial adviser as to the suitability of any action.

    This notice shall be governed by and construed in accordance with English law.

    Confirmation of understanding and acceptance

    By clicking on “AGREE” below, you:

    • confirm that you are permitted to proceed to this Microsite and certify that you are not (nor do you act on behalf of someone who is) resident or located in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite or any parts thereof illegal;
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    • represent and warrant to Natara and Exponent that you intend to access this area of the website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
    • agree to be bound by the terms of this notice.

    If you are not able to give these confirmations, you should click on "DISAGREE" below.

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