REG - Cicor Technologies TT Electronics PLC - Recommended Offer for TT Electronics Plc

Cicor TechnologiesAnnouncement

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RNS Number : 4816F  Cicor Technologies Ltd  30 October 2025

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

30 October 2025

RECOMMENDED CASH AND SHARE ACQUISITION

of

TT Electronics plc

by

Cicor Technologies Ltd.

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

Summary

·          The boards of directors of Cicor Technologies Ltd.
("Cicor") and TT Electronics plc ("TT") are pleased to announce that they have
reached agreement on the terms of a recommended cash and share acquisition
pursuant to which Cicor will acquire the entire issued and to be issued
ordinary share capital of TT (the "Acquisition"). The Acquisition is intended
to be implemented by means of a court-sanctioned scheme of arrangement under
Part 26 of the Companies Act.

·          Under the terms of the Acquisition, which will be subject
to the Conditions and further terms set out in ‎Appendix 1 to this
Announcement and the full terms and conditions to be set out in the Scheme
Document, each TT Shareholder at the Scheme Record Time will be entitled to
receive:

 For each TT Share:  100 pence in cash; and
                     0.0028 New Cicor Shares

·          Based on the closing price of Cicor Shares on the Latest
Practicable Date, the Acquisition values each TT Share at 155 pence (the
"Offer Value") and values TT's entire issued and to be issued ordinary share
capital at approximately £287 million on a fully diluted basis.

·          Based on the three-month volume-weighted average closing
price of Cicor Shares on the Latest Practicable Date, the Acquisition values
each TT Share at 150 pence.

·          The Offer Value represents:

·      a premium of approximately 64 per cent. to the Closing Price of
95 pence per TT Share on 29 October 2025 (being the Latest Practicable Date);

·      a premium of approximately 53 per cent. to the volume-weighted
average price of 102 pence per TT Share for the three-month period ended 29
October 2025 (being the Latest Practicable Date); and

·      a premium of approximately 113 per cent. to the Closing Price of
73 pence per TT Share on 30 April 2025 (being the date that is six months
prior to the date of this Announcement).

·          Immediately following completion of the Acquisition, it
is expected that TT Shareholders will own approximately 10 per cent. of Cicor.

·          The Acquisition fits squarely with Cicor's long-term
strategy: to grow in the fragmented high mix low volume EMS sector through
innovation, to grow customer partnerships in key geographies and significant
growth sectors, and to build a differentiated, high-value electronics group
focused on demanding specifications and complex technical applications. The
Cicor Directors and TT Directors believe that the Acquisition presents a
compelling strategic rationale, while offering upfront value to TT
Shareholders and a significant additional value creation opportunity for
shareholders of the Enlarged Cicor Group.

·          A Mix and Match Facility will also be made available to
TT Shareholders (other than Restricted Overseas Persons) in order to enable
them to elect, subject to off-setting elections, to vary the proportions in
which they receive cash and New Cicor Shares in respect of their holdings of
TT Shares. However, the total number of New Cicor Shares to be issued and the
maximum aggregate amount of cash consideration to be paid under the terms of
the Acquisition will not be varied as a result of elections under the Mix and
Match Facility. Please refer to paragraph 7 (Mix and Match Facility) of this
Announcement for further details on the Mix and Match Facility.

·          Cicor intends prior to the Effective Date to establish a
CREST depositary interest structure for the benefit of the TT Shareholders who
hold their TT Shares in uncertificated form so as to facilitate the trading of
the New Cicor Shares from outside of Switzerland. Details of how TT
Shareholders can hold, access and trade the New Cicor Shares will be set out
in the Scheme Document.

Commenting on the Acquisition, Alexander Hagemann, CEO of Cicor, said:

"The combination of Cicor and TT is a decisive, transformative step that
accelerates delivery of our long-term strategy, and positions the Enlarged
Cicor Group as the largest pure play global EMS provider in the high mix low
volume business, with a diversified footprint across our key geographies. This
unique combination brings together two highly complementary businesses,
creating a platform of scale and capability across the full value chain - from
complex system-level integration to electromagnetic components. It enables us
to serve customers as a true innovation partner in high-growth sectors such as
A&D and healthcare technology, whilst maintaining a strategic focus on
industrial automation.

The Acquisition is fully aligned with our strategy to deepen customer
relevance, expand in priority markets, and scale technology-enabled solutions,
and we see clear and compelling synergy potential, supported by a detailed
integration plan and proven execution playbook, giving us high confidence in
delivering meaningful, durable, value creation."

Commenting on the Acquisition, Konstantin Ryzhkov, Partner at One Equity
Partners and Cicor Director, said:

"As a longstanding shareholder of Cicor, One Equity Partners, known for
helping companies to become global leaders, is fully supportive of Cicor's
offer for TT that will create the leading global pure play EMS provider in
high mix low volume business with greater than CHF1.2 billion in combined
revenues and sector leading EBITDA margins. We look forward to continuing our
partnership with the talented Cicor management team and Cicor Directors as we
jointly embark on the next stage of growth and to participating in the
expected significant value creation opportunity together with
other shareholders of the Enlarged Cicor Group in the medium to longer-term."

Commenting on the Acquisition, Warren Tucker, Chair of TT, said:

"The TT Directors consider that TT's insufficient scale has affected its
growth and profitability, and has constrained its ability to optimise its
portfolio. In addition, the uncertain macroeconomic and geopolitical outlook
represent elevated risks given TT's scale. Furthermore, the TT Directors are
cognisant of the challenges and low trading liquidity that companies of TT's
size face in the UK public markets.

Against this background, TT has undertaken a number of actions to stabilise
and improve its financial and operational performance, particularly during
2025, and the business is currently growing strongly in Europe. The TT
Directors believe that these recent steps have better positioned TT to deliver
value for shareholders in the long-term and have created a stronger foundation
from which to enter into a transaction.

Cicor has made a compelling offer which delivers accelerated value for
shareholders and represents an attractive premium to recent trading levels and
crystallises a substantial proportion of shareholder value in cash today. At
the same time, TT Shareholders retain the ability to benefit from the
significant potential synergies and future upside from their continued
ownership in the Enlarged Cicor Group. There is the potential of enhancing
this through the Mix and Match Facility. Importantly, the TT Directors believe
that the combination of Cicor and TT represents an exciting opportunity for
future growth and is in the best interests of all stakeholders, including our
customers and employees."

Background to and reasons for the Acquisition

·          Cicor has followed TT over the years with great respect
and admiration for its engineering and manufacturing capabilities. In
particular, the strength of its capabilities as an EMS provider, together with
engineering of power systems and manufacturing of custom components (cable
assemblies, magnetic components and human machine interfaces), as well as the
highly strategic fit across focused end applications, make TT a natural
strategic partner for Cicor.

·          The Acquisition fits squarely with Cicor's long-term
strategy: to grow in the fragmented high mix low volume EMS sector through
innovation, to grow customer partnerships in key geographies and significant
growth sectors, and to build a differentiated, high-value electronics group
focused on demanding specifications and complex technical applications.

·          The Cicor Directors believe that the Acquisition presents
a highly compelling strategic rationale, while offering upfront value to TT
Shareholders and a significant additional value creation opportunity for
shareholders of the Enlarged Cicor Group, including through the following
advantages:

Creation of the leading global pure play EMS provider in the high mix low
volume business with expanded technical and manufacturing capabilities and a
diversified footprint

·          The Enlarged Cicor Group will be the largest global pure
play EMS provider in high mix low volume business, with a diversified
footprint across Europe, the Americas and Asia, focused on industrial, A&D
and healthcare applications. The Acquisition would bring together two
businesses with greater than CHF1.2 billion in combined revenues and sector
leading EBITDA margins (11 per cent. margin for financial year 2024 on a
combined basis, including run-rate cost synergies).

·          The Acquisition will enhance the Enlarged Cicor Group's
capabilities as a global technology solutions provider through the combination
of TT's and Cicor's aligned business models in engineered electronics and core
high specification components.

·          The combination of TT and Cicor will expand the Enlarged
Cicor Group's capabilities across the full value chain - from complex
system-level integration to electromagnetic components - enabling it to serve
customers as a true innovation partner in high-growth sectors of A&D and
healthcare technology, which will remain a key strategic focus for the
Enlarged Cicor Group, as well as industrial automation.

·          Following the Effective Date, the shares of the Enlarged
Cicor Group will remain listed on the SIX Swiss Exchange and, as a result of
its increased scale and financial profile, the Cicor Directors expect that it
will have greater visibility in the capital markets with increased trading
liquidity to the benefit of the Enlarged Cicor Group's shareholders.

Creation of an agile and competitive platform that will accelerate organic
growth

·          The Enlarged Cicor Group will operate an agile and
competitive platform through the combination of TT's global manufacturing
footprint across North America, the UK, China and South-East Asia, and Cicor's
base across the UK, Europe, China and South-East Asia, and the Acquisition
presents a significant opportunity in the US to leverage TT's manufacturing
sites and Cicor's operational expertise to accelerate revenue growth in the
United States.

·          The Acquisition will enhance the Enlarged Cicor Group's
ability to scale, unlocking significant cross-selling opportunities across
complementary customer bases - for example, in A&D, the Enlarged Cicor
Group will serve most of the leading OEMs.

Significantly enhanced financial profile, with strong synergy potential

·          The Cicor Directors believe that the acquisition will
significantly enhance shareholder value by creating an Enlarged Cicor Group
with:

·      increased financial scale, and operational efficiencies which
provide near term earnings accretion; and

·      strong cash flow generation, which will allow Cicor to maintain a
prudent balance sheet position.

·          Having reviewed and analysed the potential cost synergies
of the Acquisition, and taking into account the factors they can influence,
the Cicor Directors believe that the Enlarged Cicor Group can:

·      deliver at least £13 million of pre-tax cost synergies on an
annual run-rate basis, by the end of the third year post completion of the
Acquisition, with total one-off integration costs of approximately £16.5
million pre-tax; and

·      can expect to deliver circa 95 per cent. of these synergies by
the end of the second full year post completion of the Acquisition.

·          The total synergies represent 26 per cent. of TT's EBITDA
and 10 per cent. of the Enlarged Cicor Group's EBITDA (on a 2024 basis) and
represent significant value creation to the benefit of the Enlarged Cicor
Group's shareholders.

·          The Acquisition is expected to be more than 30 per cent.
EPS accretive for financial year 2028 (assuming full run-rate synergies of
£13 million and before one-off integration costs and amortisation expenses
associated with PPA write-ups).

·          Given its strong expected free cash flow generation, the
Enlarged Cicor Group will maintain a conservative capital structure and
expects pro forma net leverage to be around 2.5 times by the end of 2026.

·          This prudent approach to leverage will ensure that the
Enlarged Cicor Group is well positioned to grow both organically and through
selected value-accretive acquisitions.

Builds on Cicor's proven playbook of successfully acquiring and integrating
businesses; creating a stronger platform for selected, high quality
acquisition opportunities

·          Cicor has a strong track record of 12 acquisitions
completed in the last four years, including the acquisition of three sites
from TT in the UK and China in March 2024 (Project Albert).

·          Cicor believes that it is uniquely placed to deliver the
Acquisition and unlock significant value in the Enlarged Cicor Group for the
benefit of all stakeholders.

·          The Acquisition will create a powerful platform for
continued growth - particularly in Europe, where the market remains fragmented
- and presents an enhanced opportunity for organic growth and bolt-on
acquisitions globally.

Financial benefits and synergies

·          The Cicor Directors, having reviewed and analysed the
potential synergies of the Acquisition, based on their knowledge of TT's
business and the EMS sector, and taking into account the factors they can
influence, believe that the Acquisition can generate annual run-rate pre-tax
cost synergies of at least £13 million by the end of the third year
post-completion of the Acquisition, with circa 95 per cent. of the synergies
to be delivered by the end of year two.

·          The potential sources of quantified synergies are
currently envisaged to include:

·      approximately 85 per cent. derived from the reduction of
overlapping roles in a number of head office and senior management functions,
as well as duplicate public company costs and a rationalisation of other third
party costs; and

·      approximately 15 per cent. derived from the reduction of
overlapping roles outside of the head office, where Cicor intends to apply its
decentralised approach to drive efficiencies.

·          The Cicor Directors also believe that there is
significant opportunity for further synergies which have not been fully
quantified for reporting under the Code at this stage. For example, the
Acquisition is expected to enable opportunity for cost savings and other
synergies in areas such as the consolidation and improvement of specific site
manufacturing processes.

·          It is envisaged that the realisation of the potential
quantified synergies will result in one-off integration costs of approximately
£16.5 million in aggregate over the first three years post-completion of the
Acquisition.

·          Aside from these one-off integration costs, potential
areas of dis-synergy expected to arise in connection with the Acquisition have
been considered and were determined by the Cicor Directors to be immaterial to
the above analysis.

·          The identified synergies will accrue as a direct result
of the Acquisition and would not be achieved on a standalone basis.

·          ‎Appendix 4 to this Announcement includes a copy of
these statements of anticipated synergies arising out of the Acquisition and
provides underlying information and bases of calculation and belief.

Recommendation

·          The TT Directors, who have been so advised by Gleacher
Shacklock and Rothschild & Co as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and reasonable.

·          In providing their advice, Gleacher Shacklock and
Rothschild & Co have taken into account the commercial assessments of the
TT Directors. Gleacher Shacklock and Rothschild & Co are providing
independent financial advice to the TT Directors for the purposes of Rule 3 of
the Code.

·          Accordingly, the TT Directors intend to recommend
unanimously that TT Shareholders vote in favour of the Scheme at the Court
Meeting and the TT Resolutions at the General Meeting (or, in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer), as they have irrevocably undertaken
to do in respect of their own TT Shares (representing, in aggregate,
approximately 0.16 per cent. of the issued ordinary share capital of TT as at
the Latest Practicable Date).

Background to and reasons for the TT Directors' unanimous recommendation

·          TT is a global provider of electronics for performance
critical applications, through engineering and manufacturing solutions that
enable a safer, healthier and more sustainable world. From precision sensors
and high-reliability components to rugged power conversion and complex
electronics assemblies, TT is a trusted partner to OEMs in regulated sectors
worldwide.

·          In recent years, TT's strategic focus has been to build
scale in order to enhance its customer offering and drive efficiencies,
particularly with regard to central costs. Progress on this strategy has been
limited given TT's investment constraints and lack of scale which have
prohibited TT from optimising its portfolio of businesses.

·          The TT Directors are pleased with the steps that have
been taken by TT management to stabilise business performance in 2025 through
operational improvements, inventory reductions, strong cash generation, the
closure of the Plano site and a more appropriate leadership structure for the
components business. However, there remain several challenges and the overall
market is impacted by tariff related order delays, some end market weakness
and an uncertain macroeconomic outlook.

·          Against this background, the TT Directors remain
confident in the long-term prospects of the business. However, the TT
Directors note that investor sentiment in the UK public markets, particularly
towards companies with market capitalisations of a smaller scale, remains
subdued and is set against a backdrop of elevated geopolitical and
macroeconomic volatility. Accordingly, the TT Directors consider that the
prospect of a sustained and material re-rating of TT Shares in the near term
is limited.

·          The TT Directors therefore believe that a combination
with Cicor would offer compelling strategic, operational and financial
benefits to all stakeholders, including:

·      bringing together two of the most reputable brands in the high
mix low volume EMS sector, with highly complementary activities across the
A&D, industrial, and healthcare end markets;

·      creating a meaningful opportunity to cross-sell both existing and
new products, while presenting the combined value proposition to a
complementary customer base;

·      providing added scale and agility by combining TT's and Cicor's
complementary manufacturing locations to provide a diverse global footprint
across Europe, Asia and North America to support the regionalisation of supply
chains and meet customers' needs;

·      added scale and agility which will help better match demand
across the larger range of facilities and will drive operational leverage
across the Enlarged Cicor Group;

·      delivering significant tangible cost synergies as well as
significant potential future revenue synergies achievable through the
combination of Cicor's and TT's highly complementary businesses; and

·      unlocking substantial value creation for both TT and Cicor
through a review of the portfolio.

·          The Offer Value of 155 pence per TT Share, consisting of
100 pence per share in cash and 55 pence per share in New Cicor Shares
followed a number of prior unsolicited proposals from Cicor on less attractive
terms with lower cash components, which were rejected.

·          In evaluating the financial terms of the Acquisition, the
TT Directors considered a number of factors including that:

·      notwithstanding the progress that has been made, the Acquisition
should be weighed against the uncertainty and execution risks associated with
delivering the future value that exists in the business, particularly given
the current transitional period that TT is in and the wider geopolitical and
macroeconomic backdrop;

·      the Offer Value of 155 pence per TT Share represents an
opportunity for TT Shareholders to realise a majority of their investment in
cash whilst also having the opportunity to benefit in the potential future
upside of the Enlarged Cicor Group through the New Cicor Share component; and

·      at the Offer Value of 155 pence per TT Share, the Acquisition
represents:

o  a premium of approximately 64 per cent. to the Closing Price of 95 pence
per TT Share on the Latest Practicable Date;

o  a premium of approximately 53 per cent. to the volume-weighted average
price per TT Share of 102 pence per TT Share for the three-month period ended
29 October 2025 (being the Latest Practicable Date);

o  a premium of approximately 113 per cent. to the Closing Price of 73 pence
per TT Share on 30 April 2025 (being the date that is six months before the
date of this Announcement);

o  an enterprise value multiple of 8.5 times EBITDA on a post IFRS-16 basis
for the last 12 months ended 30 June 2025; and

o  an enterprise value multiple of 12.1 times adjusted operating profit on a
post IFRS-16 basis for the last 12 months ended 30 June 2025.

·          In addition to the financial terms, the TT Directors have
considered Cicor's intentions concerning TT's business, management team,
employees, customers and other stakeholders of TT, detailed in paragraph ‎11
(Intentions of Cicor)of this Announcement. The TT Directors note the
importance Cicor attaches to the skill and experience of TT's management and
employees who will continue to be key to the success of the Enlarged Cicor
Group and believe that the Acquisition represents a compelling strategic,
operational and financial proposition to the benefit of all of TT's
stakeholders.

·          While the TT Directors firmly believe there is
opportunity for further value upside for TT Shareholders through the New Cicor
Share component of the consideration, including due to the synergies resulting
from the combination of TT and Cicor, the TT Directors have also considered
that certain TT Shareholders may be subject to restrictions regarding their
ability to elect for, and to hold, New Cicor Shares as a result of Cicor being
a Swiss company. However, in making their recommendation, the TT Directors
have taken into account: (i) the potential for TT Shareholders to elect to
receive more cash in respect of their TT Shares under the Mix and Match
Facility (as described more fully in paragraph ‎7 (Mix and Match Facility)
of this Announcement); (ii) the anticipated length of time between the date of
this Announcement and the Effective Date, which is expected to be in H1 2026;
(iii) historical liquidity in the Cicor Shares; and (iv) Cicor's statement
that it intends, following the Effective Date, to use its reasonable efforts
to support former TT Shareholders who notify Cicor that they wish to dispose
of their Cicor Shares and persons who have expressed an interest in acquiring
Cicor Shares to connect via brokers or other intermediaries, in order to
further facilitate an orderly market in Cicor's shares.

Irrevocable undertakings and letter of intent

·          Cicor has received irrevocable undertakings from the TT
Directors who hold TT Shares to vote (or, where applicable, procure the
voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at
the General Meeting (and, if the Acquisition is subsequently implemented by
way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in
respect of, in aggregate, 277,977 TT Shares, representing approximately 0.16
per cent. of the existing ordinary share capital of TT as at the Latest
Practicable Date. These irrevocable undertakings will remain binding in the
event that a higher competing offer is made for TT.

·          In addition, Cicor has received a non-binding letter of
intent from Aberforth Partners LLP to vote in favour of the Scheme at the
Court Meeting and the TT Resolutions at the General Meeting (and, if the
Acquisition is subsequently implemented by way of a Takeover Offer, to accept
any Takeover Offer made by Cicor) in respect of 17,753,869 TT Shares,
representing approximately 10 per cent. of the existing ordinary share capital
of TT as at the Latest Practicable Date.

·          In total, Cicor has therefore received irrevocable
undertakings and a non-binding letter of intent in respect of a total of
18,031,846 TT Shares representing, in aggregate, approximately 10 per cent. of
the existing ordinary share capital of TT as at the Latest Practicable Date.

Financing

·          The cash consideration payable pursuant to the
Acquisition will be financed by debt to be incurred by Cicor under the bridge
Facilities Agreement pursuant to a GBP 195,000,000 senior term facility A
available thereunder.

Dividends

·          If, on or after the date of this Announcement and prior
to the Effective Date, any dividend, distribution and/or other return of
capital or value is announced, declared, made or paid or becomes payable in
respect of the TT Shares, Cicor reserves the right to reduce the consideration
payable under the terms of the Acquisition at such date by the amount of such
dividend, distribution and/or return of capital or value. If Cicor exercises
its right to make such a reduction, TT Shareholders will be entitled to retain
any such dividend, distribution and/or other return of capital or value
declared, made or paid.

Timetable and conditions

·          It is intended that the Acquisition will be implemented
by way of a Court-sanctioned scheme of arrangement between TT and the Scheme
Shareholders under Part 26 of the Companies Act (although Cicor reserves the
right to elect to implement the Acquisition by way of a Takeover Offer,
subject to the consent of the Panel (where required) and the terms of the
Co-operation Agreement).

·          The Acquisition will be subject to the Conditions and
certain further terms set out in this Announcement, including ‎Appendix 1 to
this Announcement, (and to the full terms and conditions which will be set out
in the Scheme Document), including, among other things: (i) approval by the
requisite majorities of TT Shareholders at the Court Meeting and at the
General Meeting; (ii) sanction of the Scheme by the Court; (iii) the SIX
Exchange Regulation having approved the listing and admission to trading of
the New Cicor Shares in accordance with the Swiss Reporting Standard on the
SIX Swiss Exchange (and such approval not having been withdrawn); (iv) the
Acquisition becoming Effective by no later than the Long Stop Date; and (v)
receipt of certain antitrust and other regulatory approvals, including merger
control approvals in Australia, Germany, Mexico, the United Kingdom and the
United States, and foreign investment approvals in France, Italy, the United
Kingdom and the United States (the Antitrust Conditions and Foreign Investment
Conditions are set out in further detail in ‎Appendix 1 to this
Announcement).

·          It is expected that the Scheme Document, containing
further information about the Acquisition (including an expected timetable of
principal events) and notices of the Court Meeting and General Meeting,
together with the Forms of Proxy and Form of Election in relation to the Mix
and Match Facility, will be sent to TT Shareholders and (for information only)
persons with information rights and participants in the TT Share Schemes as
soon as reasonably practicable and in any event within 28 days of this
Announcement (or such later time as TT, Cicor and the Panel agree).

·          No consent, approval, waiver or resolution of the
shareholders of Cicor is required to implement the Acquisition.

·          The Scheme is expected to become Effective in H1 2026,
subject to the satisfaction or (where applicable) waiver of all relevant
conditions, including the Conditions. An expected timetable of key events
relating to the Acquisition will be provided in the Scheme Document.

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices). The Acquisition will be
subject to the Conditions and certain further terms set out in this
Announcement, including ‎Appendix 1 to this Announcement, and to the full
terms and conditions to be set out in the Scheme Document. ‎Appendix 2 to
this Announcement contains the sources of information and bases of calculation
contained in this Announcement. ‎Appendix 3 to this Announcement contains
details of the irrevocable undertakings and letter of intent received by Cicor
in connection with the Acquisition. ‎Appendix 4 to this Announcement
contains details and bases of belief of the anticipated quantified financial
benefits of the Acquisition together with the related reports from Cicor's
QFBS Reporting Accountant, PwC, and Cicor's financial adviser, UBS, as
required under Rule 28.1(a) of the Code, and provides underlying information
and bases for the QFBS Reporting Accountant's and financial adviser's
respective reports. Each of PwC and UBS has given, and not withdrawn, its
consent to the publication of its report in this Announcement in the form and
context in which it is included. Certain terms used in this Announcement are
defined in ‎Appendix 5 to this Announcement.

Analyst, investor and media presentations

Cicor will host a presentation for analysts and investors today at 11 a.m.
(CET) / 10 a.m. (London time) to discuss the Acquisition. Analysts and
investors of both Cicor and TT may join via webcast or conference call. The
registration details for the webcast / conference call will be available at:
https://www.cicor.com.

Cicor will also host a separate presentation for the media today at 10 a.m.
(CET) / 9 a.m. (London time) to discuss the Acquisition. Media representatives
may join via webcast or conference call. The registration details for the
webcast / conference call will be available at: https://www.cicor.com.

Subject to certain restrictions, the slides used in the presentation will be
available to all interested parties at: https://www.cicor.com.

Enquiries

 Cicor
 Marina Winder (Investor Relations)             +41 71 913 73 05
 UBS (Sole Financial Adviser to Cicor)          +44 (0) 20 7567 8000
 London:

Joe Hannon / Ben Edenharder / Anisah Mahomed

 Zurich:

Tommy Hadewicz / Raffael Huber
 Camarco (UK PR Adviser to Cicor)
 Ed Gascoigne-Pees, Executive Director          +44 (0) 20 3757 4980

 TT
 Warren Tucker (Chair)                          +44 (0) 1932 827 779

 Eric Lakin (Chief Executive Officer)
 Gleacher Shacklock (Financial Adviser to TT)   +44 (0) 20 7484 1150

 James Dawson

 Jeremy Stamper

 Ruaridh Duff
 Rothschild & Co (Financial Adviser to TT)      +44 (0) 20 7280 5000

 Ravi Gupta

 Neil Thwaites

 Matthew Price
 Berenberg (Corporate Broker to TT)             +44 (0) 20 3207 7800

 Harry Nicholas

 Ciaran Walsh

 Chris Whitaker
 MHP (PR Adviser to TT)                         +44 (0) 7817 458 804

 Tim Rowntree

 Ollie Hoare

Freshfields LLP is acting as legal adviser to Cicor in connection with the
Acquisition, and Baker McKenzie is acting as Swiss legal adviser to Cicor in
connection with the Acquisition.

Allen Overy Shearman Sterling LLP is acting as legal adviser to TT in
connection with the Acquisition, and Schellenberg Wittmer Ltd is acting as
Swiss legal adviser to TT in connection with the Acquisition.

The person responsible for making this Announcement on behalf of TT is Ian
Buckley, General Counsel and Group Company Secretary of TT.

Important notices

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority (the "FCA") and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting exclusively as sole
financial adviser to Cicor and no one else in connection with the Acquisition.
In connection with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for providing the
protections afforded to its clients or for providing advice in relation to the
Acquisition or any other matters referred to herein.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
TT and no one else in connection with the Acquisition and shall not be
responsible to anyone other than TT for providing the protections afforded to
clients of Gleacher Shacklock nor for providing advice in connection with the
Acquisition or any matter referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to TT and for no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than TT for providing the protections afforded to clients of Rothschild
& Co nor for providing advice in connection with the Acquisition or any
matter referred to in this Announcement. Neither Rothschild & Co nor any
of its group undertakings or affiliates (nor their respective directors,
officers, employees or agents) 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
Rothschild & Co in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the contents of this
Announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
(BaFin) and is subject to limited regulation by the FCA in the United Kingdom,
is acting exclusively for TT and no one else in connection with the
Acquisition and will not be responsible to anyone other than TT for providing
the protections afforded to clients of Berenberg nor for providing advice in
relation to the Acquisition. Neither Berenberg nor any of its affiliates (any
of their respective partners, directors, officers, employees or agents) 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 Berenberg in connection with the Acquisition,
any statement contained herein or otherwise.

This Announcement is for information purposes only and 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 shall there be any
sale, issuance or transfer of securities of TT or Cicor in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely by means
of the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) and the Forms of
Proxy and Form of Election.

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document. In particular, this Announcement does not
constitute a public offer or solicitation to purchase or invest in the
securities of Cicor. The New Cicor Shares may not be publicly offered,
directly or indirectly, in Switzerland within the meaning of the Swiss
Financial Services Act ("FinSA"). Neither this Announcement nor any other
material relating to the New Cicor Shares constitutes a prospectus pursuant to
the FinSA.

Overseas shareholders

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom, and the availability of the
Acquisition to TT Shareholders who are not resident in the United Kingdom, may
be restricted by law and therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable legal or regulatory requirements.

In particular, the ability of persons who are resident in the United Kingdom,
or who are subject to the laws of another jurisdiction, to vote their TT
Shares with respect to the Scheme at the Court Meeting or the General Meeting,
or to appoint another person as proxy to vote at the Court Meeting or the
General Meeting on their behalf, or to make an election under the Mix and
Match Facility, may be affected by the laws of the relevant jurisdictions in
which they are located.

Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such 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.

This Announcement has been prepared for the purposes of complying with English
law and the Code 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 of jurisdictions outside of England. The Acquisition
will be subject to English law and the jurisdiction of the courts of England
and Wales and the applicable requirements of the Code, the Panel, the London
Stock Exchange and the FCA.

Unless otherwise determined by Cicor or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available, in
whole or in part, directly or indirectly, in, into or from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or facilities or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.

Copies of this Announcement 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, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, in whole or in part, directly or indirectly, in or into, or by the use
of mails or any other means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document and TT Shareholders are advised to read carefully the Scheme
Document and its accompanying documents once they have been published.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements and
practices applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer rules and the US proxy
solicitation rules.

If Cicor exercises its right to implement the Acquisition by way of a Takeover
Offer (subject to the consent of the Panel (where required) and the terms of
the Co-operation Agreement), such offer will be made in compliance with
applicable US laws and regulations, including any applicable exemptions under
the US Exchange Act. Such a Takeover Offer would be made in the US by Cicor
and no one else.

The financial information included in this Announcement and the Scheme
Document has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US.

The New Cicor Shares will not be registered under the US Securities Act. Cicor
expects to issue the New Cicor Shares in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. Section 3(a)(10) exempts securities issued in specified
exchange transactions from the registration requirement under the US
Securities Act where, among other things, the fairness of the terms and
conditions of the issuance and exchange of such securities have been approved
by a court or governmental authority expressly authorised by law to grant such
approval, after a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the New Cicor Shares are proposed to be
issued have the right to appear and receive adequate and timely notice
thereof. If Cicor exercises its right to implement the Acquisition by way of a
Takeover Offer (subject to the consent of the Panel (where required) and the
terms of the Co-operation Agreement), the New Cicor Shares will not be offered
in the United States except pursuant to an exemption from, or in a transaction
not subject to, registration under the US Securities Act.

The New Cicor Shares that may be issued pursuant to the Acquisition have not
been and will not be registered under the US Securities Act or under the
relevant securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange in the US.
Accordingly, the New Cicor Shares may not be offered, sold or delivered,
directly or indirectly, in the United States absent registration or an
applicable exemption from, or a transaction not subject to, the registration
requirements under the US Securities Act. Neither the US Securities and
Exchange Commission nor any US state securities commission has approved,
disapproved or passed judgement upon the fairness of the merits of the
Acquisition or the New Cicor Shares or the Mix and Match Facility, nor
determined whether this Announcement is adequate, accurate or complete. Any
representation to the contrary is a criminal offence in the US.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Cicor and TT are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Cicor or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase, TT
Shares outside of the US, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes effective, lapses or is
otherwise withdrawn. Also, in accordance with the Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, UBS will continue to
act as an exempt principal trader in TT Shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) .

US TT Shareholders should be aware that the Acquisition may have tax
consequences for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws and that such consequences,
if any, are not described herein. US TT Shareholders are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

Forward looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Cicor, any member of the Cicor Group, TT or any
member of the TT Group contain statements which 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 current
expectations and projections of the management of Cicor, any member of the
Cicor Group, TT or any member of the TT Group about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results 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 Cicor or any member of the Cicor Group, the Enlarged Cicor
Group, TT or any member of the TT 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" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", 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. Although Cicor and TT believe that the
expectations reflected in such forward-looking statements are reasonable,
Cicor and TT can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors 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 of the Conditions, as well as additional factors, such as:
changes in the global, political, economic, social, legal, business and
competitive environments, in global trade policies, and in market and
regulatory forces; the loss of or damage to one or more key customer
relationships; changes to customer ordering patterns; the failure of one or
more key suppliers; changes in future inflation, deflation, exchange and
interest rates and fluctuations in component prices; changes in tax and
national insurance rates; future business combinations, capital expenditures,
acquisitions or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants; labour
disputes and shortages; outcome of pending or future litigation proceedings;
the failure to maintain effective internal control over financial reporting or
effective disclosure controls and procedures, the inability to remediate one
or more material weaknesses, or the discovery of additional material
weaknesses, in the internal control over financial reporting; other business,
technical and/or operational risks and challenges; failure to comply with
environmental and health and safety laws and regulations; timing of receipt
of, or failure to comply with, necessary notices, concessions, permits and
approvals; weak, volatile or illiquid capital and/or credit markets; any
public health crises, pandemics or epidemics and repercussions thereof;
changes to the boards of Cicor and/or TT and/or the composition of their
respective workforces; safety and technology risks; exposures to IT system
failures, cyber-crime, fraud and pension scheme liabilities; risks relating to
environmental matters such as climate change; changes to law and/or the
policies and practices of regulatory and governmental bodies; heightening of
geopolitical tensions and any repercussions thereof; and any cost of living
crisis or recession.

Other unknown or unpredictable factors could 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. Neither
Cicor, any member of the Cicor Group, TT, any member of the TT Group, nor any
of their respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to
Cicor, any member of the Cicor Group, TT or any member of the TT Group, or any
of their respective associates, directors, officers, employees or advisers are
expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations (including
under the UK Listing Rules and the Disclosure Guidance and Transparency Rules
of the FCA), neither Cicor, any member of the Cicor Group nor TT or any member
of the TT Group is under any obligation, and Cicor, members of the Cicor
Group, TT and members of the TT Group expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Dealing and opening position disclosure requirements

 2.7(c)(xiii)

Under Rule 8.3(a) of the Code, any person who is interested in one 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) 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 Code, any person who is, or becomes, interested in
one 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 of the Code).

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.

No profit forecasts or estimates

No statement in this Announcement (including any statement of estimated cost
savings or synergies) is intended, or is to be construed, as a profit forecast
or profit estimate for any period and no statement in this Announcement should
be interpreted to mean that earnings or earnings per share for TT or Cicor for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for TT or Cicor.

Quantified Financial Benefits Statement

Statements of estimated costs savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the costs savings and synergies referred to in the
Quantified Financial Benefits Statement may not be achieved, may be achieved
later or sooner than estimated, or those achieved could be materially
different from those estimated. No statement in the Quantified Financial
Benefits Statement, or this Announcement generally, should be construed as a
profit forecast or interpreted to mean that the Enlarged Cicor Group's
earnings in the first full year following the Effective Date, or in any
subsequent period, would necessarily match or be greater than or be less than
those of Cicor or TT for the relevant preceding financial period or any other
period. For the purposes of Rule 28 of the Code, the Quantified Financial
Benefits Statement contained in this Announcement is the responsibility of
Cicor and the Cicor Directors. Any statement of intention, belief or
expectation of Cicor for the Enlarged Cicor Group following the Effective Date
is an intention, belief or expectation of the Cicor Directors and not of the
TT Directors.

Publication on website

A copy of this Announcement and the documents required to be published by Rule
26.1 of the Code will be made available, subject to certain restrictions
relating to Restricted Overseas Persons, on Cicor's website at www.cicor.com
and TT's website at www.ttelectronics.com/investors/ by no later than 12 noon
(London time) on the business day following publication of this Announcement.

For the avoidance of doubt, the contents of any website referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, TT Shareholders, persons with
information rights and participants in the TT Share Schemes may, subject to
applicable securities laws, request a hard copy of this Announcement (and any
information incorporated by reference into this Announcement) by contacting
TT's registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. (London
time), Monday to Friday (excluding public holidays in England and Wales) at
+44 (0)371 384 2396 or by submitting a request in writing to Equiniti Limited
at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by TT Shareholders, persons with information rights and
other relevant persons for the receipt of communications from TT may be
provided to Cicor during the offer period as required under Section 4 of
Appendix 4 of the Code.

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 figures that precede them.

General

Cicor reserves the right to elect, with the consent of the Panel (where
required) and subject to the terms of the Co-operation Agreement, to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such an event, such Takeover Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the Scheme
(subject to appropriate amendments to reflect the change in method of
implementation and the terms of the Co-operation Agreement).

If the Acquisition is effected by way of a Takeover Offer, and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Cicor intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining TT Shares in respect of which the Takeover Offer has not been
accepted.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Companies Act, the Code, the Panel, the
London Stock Exchange and the FCA.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
Cicor confirms that it has 4,388,197 registered shares of CHF 10.00 each in
issue and admitted to trading at the SIX Swiss Exchange (excluding registered
shares held in treasury). The International Securities Identification Number
("ISIN") for the ordinary shares is CH0008702190.

In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
TT confirms that it has 178,119,248 TT Shares of 25 pence each in issue and
admitted to trading on the Main Market of the London Stock Exchange (excluding
ordinary shares held in treasury). The ISIN for TT Shares is GB0008711763.

 

 

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

30 October 2025

 

RECOMMENDED CASH AND SHARE ACQUISITION

of

TT Electronics plc

by

Cicor Technologies Ltd.

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

1.         Introduction

The boards of directors of Cicor Technologies Ltd. ("Cicor") and TT
Electronics plc ("TT") are pleased to announce that they have reached
agreement on the terms of a recommended cash and share acquisition pursuant to
which Cicor will acquire the entire issued and to be issued ordinary share
capital of TT (the "Acquisition"). The Acquisition is intended to be
implemented by means of a court-sanctioned scheme of arrangement under Part 26
of the Companies Act.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in ‎Appendix 1 to this Announcement and the full
terms and conditions to be set out in the Scheme Document, each TT Shareholder
at the Scheme Record Time will be entitled to receive:

 For each TT Share:  100 pence in cash; and
                     0.0028 New Cicor Shares

Based on the closing price of Cicor Shares on the Latest Practicable Date, the
Acquisition values each TT Share at 155 pence (the "Offer Value") and values
TT's entire issued and to be issued ordinary share capital at approximately
£287 million on a fully diluted basis.

Based on the three-month volume-weighted average closing price of Cicor Shares
on the Latest Practicable Date, the Acquisition values each TT Share at 150
pence.

The Offer Value represents:

·      a premium of approximately 64 per cent. to the Closing Price of
95 pence per TT Share on 29 October 2025 (being the Latest Practicable Date);

·      a premium of approximately 53 per cent. to the volume-weighted
average price of 102 pence per TT Share for the three-month period ended 29
October 2025 (being the Latest Practicable Date); and

·      a premium of approximately 113 per cent. to the Closing Price of
73 pence per TT Share on 30 April 2025 (being the date that is six months
before the date of this Announcement).

Immediately following completion of the Acquisition, it is expected that TT
Shareholders will own approximately 10 per cent. of Cicor.

The Acquisition will include a Mix and Match Facility which will allow TT
Shareholders (other than Restricted Overseas Persons) to elect, subject to
off-setting elections, to vary the proportions in which they receive cash and
New Cicor Shares in respect of their holdings of TT Shares. However, the total
number of New Cicor Shares to be issued and the maximum aggregate amount of
cash consideration to be paid under the terms of the Acquisition will not be
varied as a result of elections under the Mix and Match Facility. Please refer
to paragraph ‎7 (Mix and Match Facility) of this Announcement for further
details on the Mix and Match Facility.

Cicor intends prior to the Effective Date to establish a CREST depositary
interest structure for the benefit of the TT Shareholders who hold their TT
Shares in uncertificated form so as to facilitate the trading of the New Cicor
Shares from outside of Switzerland. Details of how TT Shareholders can hold,
access and trade the New Cicor Shares will be set out in the Scheme Document.

If, on or after the date of this Announcement and prior to the Effective Date,
any dividend, distribution and/or other return of capital or value is
announced, declared, made or paid or becomes payable in respect of the TT
Shares, Cicor reserves the right to reduce the consideration payable under the
terms of the Acquisition at such date by the amount of such dividend,
distribution and/or return of capital or value. If Cicor exercises its right
to make such a reduction, TT Shareholders will be entitled to retain any such
dividend, distribution and/or other return of capital or value declared, made
or paid.

An expected timetable of principal events relating to the Acquisition and
further information on the actions to be taken by TT Shareholders will be
provided in the Scheme Document.

3.         Background to and reasons for the Acquisition

Cicor has followed TT over the years with great respect and admiration for its
engineering and manufacturing capabilities. In particular, the strength of its
capabilities as an EMS provider, together with engineering of power systems
and manufacturing of custom components (cable assemblies, magnetic components
and human machine interfaces), as well as the highly strategic fit across
focused end applications, make TT a natural strategic partner for Cicor.

The Acquisition fits squarely with Cicor's long-term strategy: to grow in the
fragmented high mix low volume EMS sector through innovation, to grow customer
partnerships in key geographies and significant growth sectors, and to build a
differentiated, high-value electronics group focused on demanding
specifications and complex technical applications.

The Cicor Directors believe that the Acquisition presents a highly compelling
strategic rationale, while offering upfront value to TT Shareholders and a
significant additional value creation opportunity for shareholders of the
Enlarged Cicor Group, including through the following advantages:

Creation of the leading global pure play EMS provider in the high mix low
volume business with expanded technical and manufacturing capabilities and a
diversified footprint

·      The Enlarged Cicor Group will be the largest global pure play EMS
provider in high mix low volume business, with a diversified footprint across
Europe, the Americas and Asia, focused on industrial, A&D and healthcare
applications. The Acquisition would bring together two businesses with greater
than CHF1.2 billion in combined revenues and sector leading EBITDA margins (11
per cent. margin for financial year 2024 on a combined basis, including
run-rate cost synergies).

·      The Acquisition will enhance the Enlarged Cicor Group's
capabilities as a global technology solutions provider through the combination
of TT's and Cicor's aligned business models in engineered electronics and core
high specification components.

·      The combination of TT and Cicor will expand the Enlarged Cicor
Group's capabilities across the full value chain - from complex system-level
integration to electromagnetic components - enabling it to serve customers as
a true innovation partner in high-growth sectors of A&D and healthcare
technology, which will remain a key strategic focus for the Enlarged Cicor
Group, as well as industrial automation.

·      Following the Effective Date, the shares of the Enlarged Cicor
Group will remain listed on the SIX Swiss Exchange and, as a result of its
increased scale and financial profile, the Cicor Directors expect that it will
have greater visibility in the capital markets with increased trading
liquidity to the benefit of the Enlarged Cicor Group's shareholders.

Creation of an agile and competitive platform that will accelerate organic
growth

·      The Enlarged Cicor Group will operate an agile and competitive
platform through the combination of TT's global manufacturing footprint across
North America, the UK, China and South-East Asia, and Cicor's base across the
UK, Europe, China and South-East Asia, and the Acquisition presents a
significant opportunity in the US to leverage TT's manufacturing sites and
Cicor's operational expertise to accelerate revenue growth in the United
States.

·      The Acquisition will enhance the Enlarged Cicor Group's ability
to scale, unlocking significant cross-selling opportunities across
complementary customer bases - for example, in A&D, the Enlarged Cicor
Group will serve most of the leading OEMs.

Significantly enhanced financial profile, with strong synergy potential

·      The Cicor Directors believe that the Acquisition will
significantly enhance shareholder value by creating an Enlarged Cicor Group
with:

o  increased financial scale, and operational efficiencies which provide near
term earnings accretion; and

o  strong cash flow generation, which will allow Cicor to maintain a prudent
balance sheet position.

·      Having reviewed and analysed the potential cost synergies of the
Acquisition, and taking into account the factors they can influence, the Cicor
Directors believe that the Enlarged Cicor Group can:

o  deliver at least £13 million of pre-tax cost synergies on an annual
run-rate basis, by the end of the third year post completion of the
Acquisition, with total one-off integration costs of approximately £16.5
million pre-tax; and

o  can expect to deliver circa 95 per cent. of these synergies by the end of
the second full year post completion of the Acquisition.

·      The total synergies represent 26 per cent. of TT's EBITDA and 10
per cent. of the Enlarged Cicor Group's EBITDA (on a 2024 basis) and represent
significant value creation to the benefit of the Enlarged Cicor Group's
shareholders.

·      The Acquisition is expected to be more than 30 per cent. EPS
accretive for financial year 2028 (assuming full run-rate synergies of £13
million and before one-off integration costs and amortisation expenses
associated with PPA write-ups).

·      Given its strong expected free cash flow generation, the Enlarged
Cicor Group will maintain a conservative capital structure and expects pro
forma net leverage to be around 2.5 times by the end of 2026.

·      This prudent approach to leverage will ensure that the Enlarged
Cicor Group is well positioned to grow both organically and through selected
value-accretive acquisitions.

Builds on Cicor's proven playbook of successfully acquiring and integrating
businesses; creating a stronger platform for selected, high quality
acquisition opportunities

·      Cicor has a strong track record of 12 acquisitions completed in
the last four years, including the acquisition of three sites from TT in the
UK and China in March 2024 (Project Albert).

·      Cicor believes that it is uniquely placed to deliver the
Acquisition and unlock significant value in the Enlarged Cicor Group for the
benefit of all stakeholders.

·      The Acquisition will create a powerful platform for continued
growth - particularly in Europe, where the market remains fragmented - and
presents an enhanced opportunity for organic growth and bolt-on acquisitions
globally.

4.         Financial benefits and synergies

The Cicor Directors, having reviewed and analysed the potential synergies of
the Acquisition, based on their knowledge of TT's business and the EMS sector,
and taking into account the factors they can influence, believe that the
Acquisition can generate annual run-rate pre-tax cost synergies of at least
£13 million by the end of the third year post-completion of the Acquisition,
with circa 95 per cent. of the synergies to be delivered by the end of year
two.

The potential sources of quantified synergies are currently envisaged to
include:

·      approximately 85 per cent. derived from the reduction of
overlapping roles in a number of head office and senior management functions,
as well as duplicate public company costs and a rationalisation of other third
party costs; and

·      approximately 15 per cent. derived from the reduction of
overlapping roles outside of the head office, where Cicor intends to apply its
decentralised approach to drive efficiencies.

The Cicor Directors also believe that there is significant opportunity for
further synergies which have not been fully quantified for reporting under the
Code at this stage. For example, the Acquisition is expected to enable
opportunity for cost savings and other synergies in areas such as the
consolidation and improvement of specific site manufacturing processes.

It is envisaged that the realisation of the potential quantified synergies
will result in one-off integration costs of approximately £16.5 million in
aggregate over the first three years post-completion of the Acquisition.

Aside from these one-off integration costs, potential areas of dis-synergy
expected to arise in connection with the Acquisition have been considered and
were determined by the Cicor Directors to be immaterial to the above analysis.

The identified synergies will accrue as a direct result of the Acquisition and
would not be achieved on a standalone basis.

‎Appendix 4 to this Announcement includes a copy of these statements of
anticipated synergies arising out of the Acquisition and provides underlying
information and bases of calculation and belief.

Notes

These statements are not intended as a profit forecast and should not be
interpreted as such. These statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, or may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated.

Neither the Quantified Financial Benefits Statement nor any other statement in
this Announcement should be construed as a profit forecast or interpreted to
mean that the Enlarged Cicor Group earnings in the first full year following
completion of the Acquisition, or in any subsequent period, would necessarily
match or be greater than or be less than those of Cicor or TT for the relevant
preceding financial period or any other period.

Due to the scale of the Enlarged Cicor Group, there may be additional changes
to the Enlarged Cicor Group's operations. As a result, and given the fact that
the changes relate to the future, the resulting cost savings may be materially
greater or less than those estimated.

Reports

As required by Rule 28.1(a) of the Code, PwC have provided a report stating
that, in their opinion, the Quantified Financial Benefits Statement has been
properly compiled on the basis stated. In addition, UBS as sole financial
adviser to Cicor, has provided a report stating that, in its view, the
Quantified Financial Benefits Statement has been prepared with due care and
consideration.

Copies of these reports are included under Part B and Part C of ‎Appendix 4
to this Announcement. Each of PwC and UBS has given and not withdrawn its
consent to the publication of their reports on the Quantified Financial
Benefits Statement set out under Part B and Part C of ‎Appendix 4 in the
form and context in which it is included.

5.         Recommendation

The TT Directors, who have been so advised by Gleacher Shacklock and
Rothschild & Co as to the financial terms of the Acquisition, consider the
terms of the Scheme to be fair and reasonable.

In providing their advice, Gleacher Shacklock and Rothschild & Co have
taken into account the commercial assessments of the TT Directors. Gleacher
Shacklock and Rothschild & Co are providing independent financial advice
to the TT Directors for the purposes of Rule 3 of the Code.

Accordingly, the TT Directors intend to recommend unanimously that TT
Shareholders vote in favour of the Scheme at the Court Meeting and the TT
Resolutions at the General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer), as they have irrevocably undertaken to do in respect of their
own TT Shares (representing, in aggregate, approximately 0.16 per cent. of the
issued ordinary share capital of TT as at the Latest Practicable Date).

6.         Background to and reasons for the TT Directors' unanimous
recommendation

TT is a global provider of electronics for performance critical applications,
through engineering and manufacturing solutions that enable a safer, healthier
and more sustainable world. From precision sensors and high-reliability
components to rugged power conversion and complex electronics assemblies, TT
is a trusted partner to OEMs in regulated sectors worldwide.

In recent years, TT's strategic focus has been to build scale in order to
enhance its customer offering and drive efficiencies, particularly with regard
to central costs. Progress on this strategy has been limited given TT's
investment constraints and lack of scale which have prohibited TT from
optimising its portfolio of businesses.

The TT Directors are pleased with the steps that have been taken by TT
management to stabilise business performance in 2025 through operational
improvements, inventory reductions, strong cash generation, the closure of the
Plano site and a more appropriate leadership structure for the components
business. However, there remain several challenges and the overall market is
impacted by tariff related order delays, some end market weakness and an
uncertain macroeconomic outlook.

Against this background, the TT Directors remain confident in the long-term
prospects of the business. However, the TT Directors note that investor
sentiment in the UK public markets, particularly towards companies with market
capitalisations of a smaller scale, remains subdued and is set against a
backdrop of elevated geopolitical and macroeconomic volatility. Accordingly,
the TT Directors consider that the prospect of a sustained and material
re-rating of TT Shares in the near term is limited.

The TT Directors therefore believe that a combination with Cicor would offer
compelling strategic, operational and financial benefits to all stakeholders,
including:

·      bringing together two of the most reputable brands in the high
mix low volume EMS sector, with highly complementary activities across the
A&D, industrial, and healthcare end markets;

·      creating a meaningful opportunity to cross-sell both existing and
new products, while presenting the combined value proposition to a
complementary customer base;

·      providing added scale and agility by combining TT's and Cicor's
complementary manufacturing locations to provide a diverse global footprint
across Europe, Asia and North America to support the regionalisation of supply
chains and meet customers' needs;

·      added scale and agility which will help better match demand
across the larger range of facilities and will drive operational leverage
across the Enlarged Cicor Group;

·      delivering significant tangible cost synergies as well as
significant potential future revenue synergies achievable through the
combination of Cicor's and TT's highly complementary businesses; and

·      unlocking substantial value creation for both TT and Cicor
through a review of the portfolio.

The Offer Value of 155 pence per TT Share, consisting of 100 pence per share
in cash and 55 pence per share in New Cicor Shares followed a number of prior
unsolicited proposals from Cicor on less attractive terms with lower cash
components, which were rejected.

In evaluating the financial terms of the Acquisition, the TT Directors
considered a number of factors including that:

·      notwithstanding the progress that has been made, the Acquisition
should be weighed against the uncertainty and execution risks associated with
delivering the future value that exists in the business, particularly given
the current transitional period that TT is in and the wider geopolitical and
macroeconomic backdrop;

·      the Offer Value of 155 pence per TT Share represents an
opportunity for TT Shareholders to realise a majority of their investment in
cash whilst also having the opportunity to benefit in the potential future
upside of the Enlarged Cicor Group through the New Cicor Share component; and

·      at the Offer Value of 155 pence per TT Share, the Acquisition
represents:

o  a premium of approximately 64 per cent. to the Closing Price of 95 pence
per TT Share on the Latest Practicable Date;

o  a premium of approximately 53 per cent. to the volume-weighted average
price per TT Share of 102 pence per TT Share for the three-month period ended
29 October 2025 (being the Latest Practicable Date);

o  a premium of approximately 113 per cent. to the Closing Price of 73 pence
per TT Share on 30 April 2025 (being the date that is six months before the
date of this Announcement);

o  an enterprise value multiple of 8.5 times EBITDA on a post IFRS-16 basis
for the last 12 months ended 30 June 2025; and

o  an enterprise value multiple of 12.1 times adjusted operating profit on a
post IFRS-16 basis for the last 12 months ended 30 June 2025.

In addition to the financial terms, the TT Directors have considered Cicor's
intentions concerning TT's business, management team, employees, customers and
other stakeholders of TT, detailed in paragraph ‎11 (Intentions of Cicor) of
this Announcement. The TT Directors note the importance Cicor attaches to the
skill and experience of TT's management and employees who will continue to be
key to the success of the Enlarged Cicor Group and believe that the
Acquisition represents a compelling strategic, operational and financial
proposition to the benefit of all of TT's stakeholders.

While the TT Directors firmly believe there is opportunity for further value
upside for TT Shareholders through the New Cicor Share component of the
consideration, including due to the synergies resulting from the combination
of TT and Cicor, the TT Directors have also considered that certain TT
Shareholders may be subject to restrictions regarding their ability to elect
for, and to hold, New Cicor Shares as a result of Cicor being a Swiss company.
However, in making their recommendation, the TT Directors have taken into
account: (i) the potential for TT Shareholders to elect to receive more cash
in respect of their TT Shares under the Mix and Match Facility (as described
more fully in paragraph ‎7 (Mix and Match Facility) of this Announcement);
(ii) the anticipated length of time between the date of this Announcement and
the Effective Date, which is expected to be in H1 2026; (iii) historical
liquidity in the Cicor Shares; and (iv) Cicor's statement that it intends,
following the Effective Date, to use its reasonable efforts to support former
TT Shareholders who notify Cicor that they wish to dispose of their Cicor
Shares and persons who have expressed an interest in acquiring Cicor Shares to
connect via brokers or other intermediaries, in order to further facilitate an
orderly market in Cicor's shares.

7.         Mix and Match Facility

Pursuant to the terms of the Scheme, TT Shareholders (other than Restricted
Overseas Persons) will be entitled to elect, subject to off-setting elections
by other TT Shareholders, to vary the proportions in which they receive New
Cicor Shares and cash in respect of their TT Shares. However, the total number
of New Cicor Shares to be delivered pursuant to the Acquisition and the
maximum aggregate amount of cash to be paid under the Acquisition will not be
varied as a result of elections made under the Mix and Match Facility.

Satisfaction of elections made by TT Shareholders under the Mix and Match
Facility will therefore depend on the extent to which other TT Shareholders
make offsetting elections. To the extent that elections cannot be satisfied in
full, they will be scaled down on a pro rata basis. As a result, TT
Shareholders who make an election under the Mix and Match Facility will not
necessarily know the exact number of New Cicor Shares or the amount of cash
they will receive until settlement of the consideration due to them under the
Acquisition.

Elections under the Mix and Match Facility will not affect the entitlements of
those TT Shareholders who do not make such elections.

Further details in relation to the Mix and Match Facility will be contained in
the Scheme Document.

8.         Irrevocable undertakings and letter of intent

Cicor has received irrevocable undertakings from the TT Directors who hold TT
Shares to vote (or, where applicable, procure the voting) in favour of the
Scheme at the Court Meeting and the TT Resolutions at the General Meeting
(and, if the Acquisition is subsequently implemented by way of a Takeover
Offer, to accept any Takeover Offer made by Cicor) in respect of, in
aggregate, 277,977 TT Shares, representing approximately 0.16 per cent. of the
existing ordinary share capital of TT as at the Latest Practicable Date. These
irrevocable undertakings will remain binding in the event that a higher
competing offer is made for TT.

In addition, Cicor has received a non-binding letter of intent from Aberforth
Partners LLP to vote in favour of the Scheme at the Court Meeting and the TT
Resolutions at the General Meeting (and, if the Acquisition is subsequently
implemented by way of a Takeover Offer, to accept any Takeover Offer made by
Cicor) in respect of 17,753,869 TT Shares, representing approximately 10 per
cent. of the existing ordinary share capital of TT as at the Latest
Practicable Date.

In total, Cicor has therefore received irrevocable undertakings and a
non-binding letter of intent in respect of a total of 18,031,846 TT Shares
representing, in aggregate, approximately 10 per cent. of the existing
ordinary share capital of TT as at the Latest Practicable Date.

Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, and the letter of intent are set out in ‎Appendix 3
to this Announcement.

9.         Information relating to Cicor

Cicor is a globally active provider of full-cycle electronic solutions from
research and development to manufacturing and supply chain management. Cicor
has approximately 4,400 employees in 13 countries that serve leaders from the
healthcare and medical, industrial and A&D industries.

Cicor creates value to its customers through the combination of
customer-specific development solutions and high-tech components, as well as
electronic device manufacturing. Cicor Shares are traded at the SIX Swiss
Exchange (ISIN:CH0008702190).

10.      Information relating to TT

TT is a global provider of engineered electronics for performance critical
applications with more than 4,000 employees across 18 design and manufacturing
locations in the UK, North America and Asia.

TT operates in industries where there are structural growth drivers, working
with market leading customers across healthcare, A&D, and automation and
electrification end markets to provide engineering and manufacturing solutions
that enable a safer, healthier and more sustainable world. TT's products are
designed and manufactured for harsh environments and regulated sectors, and
include power management devices, sensors and connectivity solutions.

TT was established in 1812, incorporated in 1906 and is a public limited
company registered in England and listed on the Official List of the London
Stock Exchange.

For the year ended 31 December 2024, TT generated revenue of £521.1 million
and adjusted operating profit of £37.1 million.

11.      Intentions of Cicor

Cicor believes that the Acquisition has a compelling strategic rationale, will
create significant additional value for all stakeholders, and is consistent
with Cicor's long-term growth strategy. Cicor is confident in the prospects of
TT's business and its long-term value.

Strategic plans for TT and the Enlarged Cicor Group

Prior to this Announcement, consistent with market practice, Cicor has been
granted access to targeted information and TT's senior management for the
purposes of confirmatory due diligence and to conduct its synergy assessment.
This process has informed Cicor's view on the prospects of the Enlarged Cicor
Group, the synergies described in paragraph ‎4 (Financial benefits and
synergies) of this Announcement and Cicor's initial plans for the integration
of TT into the Enlarged Cicor Group.

Based on the work described above and following discussions with the senior
leadership of TT, Cicor has undertaken a preliminary operational and strategic
review of, and developed an initial integration plan for, the Enlarged Cicor
Group. Cicor will continue to review the Enlarged Cicor Group's business and
intends to undertake a full evaluation of the Enlarged Cicor Group within six
months following completion of the Acquisition in order to formulate a
detailed strategic and integration plan for the Enlarged Cicor Group (the
"Post-Completion Review").

The key areas of focus in the Post-Completion Review will include:

·      retaining the best talent from each of Cicor and TT to ensure
strong employee engagement and a best-in-class organisation and offering for
customers, partners and stakeholders;

·      delivering and building upon the synergy assessment undertaken to
date to consider, with the benefit of access to additional TT data, additional
potential synergy benefits that might be possible, including but not limited
to cross-selling opportunities and further site footprint optimisation (beyond
such optimisation already described in paragraph ‎4 (Financial benefits and
synergies) of this Announcement);

·      improving the performance of key parts of TT's core and non-core
operations in the context of the Enlarged Cicor Group; and

·      delineating TT's core and non-core assets as further described
below and developing an appropriate framework for independent management and
operation of the non-core assets, together with any potential near-term
operational improvement measures for such assets.

Based on the work done to date, Cicor plans to delineate TT's assets into core
and non-core assets and manage them as follows:

·      TT's core assets, which Cicor currently expects to consist of
approximately ten sites associated with TT's magnetic components,
connectivity, microelectronics and human machine interfaces businesses, and
which represent approximately 77 per cent. of TT's revenue, will be integrated
into Cicor's existing decentralised structure. Cicor does not expect the
integration of these sites to increase the operational complexity of the
Enlarged Cicor Group and sees opportunity to deliver synergies by reducing
headcount in overlapping functions, as further explained below.

·      TT's non-core assets, which Cicor currently expects to consist of
approximately seven sites (or major parts of sites) associated with TT's
components business which is involved in development and manufacturing of
optical components, flow sensors, temperature and pressure probes, as well as
a broad range of passive components. The exact perimeter of non-core sites
will be confirmed through the Post-Completion Review but in no case does Cicor
believe the non-core assets will represent more than 23 per cent. of total TT
sales. While these businesses each individually have differentiated
technology, strong customer offerings and robust manufacturing capabilities,
Cicor does not view them as synergistic with the wider Enlarged Cicor Group
due to being mostly standard products, many of which are sold via
distributors. As a result, Cicor intends to manage and operate the non-core
assets independently of the core assets and the wider Enlarged Cicor Group. As
part of its Post-Completion Review, Cicor expects to assess measures to
continue to improve the operational performance and potential of these assets.
As part of the Post-Completion Review, Cicor will also determine whether such
assets would be better served by alternative owners that will allow the
business to develop in the best interest of all stakeholders.

Cicor believes that the integration of TT into the Enlarged Cicor Group will
be assisted by the strong experience of Cicor's management team in integrating
other recent acquisitions. Over the last four years, Cicor has executed 12
successful acquisitions whilst maintaining prudent leverage, strong company
culture and quality delivery for customers. In particular, Cicor's successful
acquisition and integration of three sites from TT in the UK and China in
March 2024, resulting in strong gains of operating performance and free cash
flow returns, gives Cicor management confidence in the successful integration
of TT's core assets into the Enlarged Cicor Group following the Effective
Date.

Board and executive leadership of the Enlarged Cicor Group

Following the Effective Date, it is intended that Daniel Frutig, Chairman of
Cicor, Alexander Hagemann, CEO of Cicor, Peter Neumann, CFO of Cicor and Marco
Kechele, COO of Cicor, will retain their current positions in the Enlarged
Cicor Group and that Eric Lakin, CEO of TT, will be invited to join the
management team of the Enlarged Cicor Group to help lead the integration
process.

It has also been agreed between Cicor and TT that one non-executive director
of TT will join the Cicor Board following the Effective Date. Cicor expects to
propose this addition to the Cicor Board at the next annual general meeting of
Cicor, currently expected to be held in March/April 2026, with such
appointment to take effect at or shortly following the Effective Date. The
remaining non-executive directors of TT will resign from their office as
directors of TT with effect from the Effective Date.

Employees and management

Cicor attaches great importance to the skill and experience of TT's management
and employees. Cicor recognises that the active participation of TT's
management and employees in, and their continued commitment to, the Enlarged
Cicor Group's business will be key to the success of the Enlarged Cicor Group.
Cicor believes that both TT employees and Cicor employees will benefit from
greater opportunities as employees of a larger organisation with enhanced
scale and ambitious growth aspirations.

The Enlarged Cicor Group will aim to retain the best talent of Cicor and TT,
including at the management team level.

Cicor intends to maintain its decentralised structure. Based on Cicor's
preliminary assessment of potential synergies as described in paragraph ‎4
(Financial benefits and synergies) of this Announcement, it intends that some
duplicative roles across Cicor's and TT's core assets in: (i) a number of head
office and senior management functions; and (ii) outside head office, where
Cicor intends to apply its decentralised approach to drive efficiencies. These
intended headcount reductions are expected to be less than circa five per
cent. of TT's standalone headcount (excluding any reductions associated with
the TT management's previously communicated closure of TT's site in Plano,
Texas). Cicor will only be able to finalise its plans in this area following
the conclusion of its Post-Completion Review.

The evaluation, preparation, and implementation of any headcount reductions
will be subject to comprehensive planning and appropriate engagement with
appropriate stakeholders. All legally required information and consultation
with employees and employee representatives will be observed. It is
anticipated that efforts will be made to mitigate proposed headcount
reductions via natural attrition and consideration of alternative job
opportunities in the Enlarged Cicor Group.

Except as set out above, Cicor does not intend to change the overall balance
of skills and functions of employees and management of TT or Cicor.

Cicor also intends to safeguard the existing statutory and contractual
employment rights of management and employees of TT and Cicor in accordance
with applicable laws following the Effective Date.

Following the Effective Date and as part of integration planning, Cicor plans
to review the employment conditions and policies, and the remuneration and
incentivisation arrangements, available to employees and management of TT and
Cicor, with a view to harmonising the position for employees and management
across the Enlarged Cicor Group (in particular, those in equivalent positions)
over time. However, Cicor does not currently have detailed plans or intentions
in this regard and Cicor has not entered into, and has not had any discussions
in respect of, any form of incentivisation with members of TT's management.

Headquarters, locations, fixed assets and research and development

Cicor intends to maintain the management headquarters of the Enlarged Cicor
Group in Bronschhofen, Switzerland. Cicor expects to, subject to timing of
completion of the Acquisition, close TT's current head office in Woking at the
time the property lease expires in May 2026. While Cicor intends to maintain a
presence in London, the physical location of TT's small London office will be
considered as part of the Post-Completion Review.

As part of its Post-Completion Review, Cicor will also review the Enlarged
Cicor Group's office and production facility footprint more broadly and
consider whether there is scope for consolidation to optimise rental and lease
expenses and to enable colleagues to work together more closely and enhance
the Enlarged Cicor Group's people culture. For example, subject to further
evaluation, Cicor sees potential to integrate parts of TT's current operations
in Mexicali, Mexico with TT's operations in Cleveland, Ohio. Cicor will only
be able to finalise its plans in this area as part of its Post-Completion
Review.

In line with TT's current publicly announced plans, Cicor management intends
to complete the closure of the TT facilities in Plano, Texas.

Except as set out above, Cicor does not envisage any material changes to the
locations of, or redeployment of, the fixed assets of TT or Cicor.

Cicor does not intend to make any changes to the R&D function of either TT
or Cicor.

Pension schemes

Cicor does not intend to make any changes to the agreed employer contributions
to the existing TT defined benefit and defined contribution pension schemes
(including with regard to any current arrangements for the funding of any
scheme deficit in the defined benefit pension schemes) or to make any changes
to the accrual of benefits for existing members or the admission of new
members to such pension schemes following the Effective Date.

Trading facilities

TT Shares are currently admitted to the equity shares (commercial companies)
category of the Official List and to trading on the Main Market of the London
Stock Exchange and, as set out in paragraph ‎16 (Delisting and
re-registration) of this Announcement, it is intended that applications will
be made to the FCA and the London Stock Exchange to cancel such admissions to
listing and trading with effect shortly following the Effective Date. It is
also intended that TT will be re-registered as a private company following the
Effective Date.

At the Effective Date, the shares of the Enlarged Cicor Group (including the
newly listed New Cicor Shares, once issued) will continue to be listed on the
SIX Swiss Exchange.

As explained in paragraph ‎2 (The Acquisition) of this Announcement, Cicor
intends, prior to the Effective Date to establish a CREST depositary interest
structure for the benefit of the TT Shareholders who hold their TT Shares in
uncertificated form so as to facilitate the trading of the New Cicor Shares
from outside of Switzerland. Details of how TT Shareholders can hold, access
and trade the New Cicor Shares will be set out in the Scheme Document.

None of the statements contained in this paragraph ‎11 are "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.

12.      Financing

The cash consideration payable pursuant to the Acquisition will be financed by
debt to be incurred by Cicor under the bridge Facilities Agreement pursuant to
a GBP 195,000,000 senior term facility A available thereunder.

UBS, in its capacity as financial adviser to Cicor, confirms that it is
satisfied that sufficient resources are available to Cicor to satisfy in full
the cash consideration payable under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

13.      TT Share Schemes

Participants in the TT Share Schemes will be contacted regarding the effect of
the Acquisition on their rights and appropriate proposals will be made to such
participants in due course. Details of the impact of the Acquisition on the TT
Share Schemes and any proposals will be set out in the Scheme Document (or, as
the case may be, the Offer Document) and in separate letters to be sent to
participants in the TT Share Schemes.

14.      Offer-related arrangements

Confidentiality Agreement

Cicor and TT have entered into a mutual non-disclosure agreement dated 8
September 2025 (the "Confidentiality Agreement") in relation to the
Acquisition, pursuant to which, amongst other things, each of Cicor and TT has
undertaken to maintain confidentiality of confidential information relating to
the other party and/or to the Acquisition and not to disclose it to third
parties (with certain exceptions). These confidentiality obligations will
cease to have effect upon completion of the Acquisition or, in the event of
termination of negotiations relating to the Acquisition, one year from the
date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from each of Cicor
and TT that, for a period of 12 months after termination of the
Confidentiality Agreement, it shall not employ, solicit for employment or
endeavour to entice away certain employees of, among others, the other party
or its affiliates, respectively, subject to certain exceptions.

Joint Defence Agreement

Cicor, TT and their respective external counsel have entered into a joint
defence agreement dated 8 October 2025 (the "Joint Defence Agreement") in
relation to the Acquisition, the purpose of which is to ensure that the
exchange and/or disclosure of certain materials relating to the parties only
takes place between their respective external counsel and external experts,
and does not diminish in any way the confidentiality of such materials and
does not result in a waiver of any privilege, right or immunity that might
otherwise be available.

Co-operation Agreement

Cicor and TT have entered into a co-operation agreement dated 30 October 2025
(the "Co-operation Agreement") in relation to the Acquisition, pursuant to
which they have each agreed to certain undertakings in connection with
implementing the Acquisition.

The Co-operation Agreement includes provisions regarding Cicor's and TT's
co-operation in relation to sharing of information and making of filings
necessary to satisfy the Antitrust Conditions and the Foreign Investment
Conditions.

In addition, the Co-operation Agreement contains:

·      provisions relating to preparation of the necessary documentation
to implement the Scheme;

·      certain undertakings from Cicor regarding the conduct of its
business prior to the Effective Date;

·      details of the circumstances in which Cicor may elect to
implement the Acquisition by way of a Takeover Offer, which include with TT's
consent, upon the announcement of a competing offer or a change of
recommendation by the TT Directors, together with the obligations which would
apply to Cicor in such circumstances;

·      an undertaking from Cicor to propose (acting through its board of
directors) a shareholder resolution for the appointment of one TT Director to
the Cicor Board with effect from the Effective Date;

·      a warranty from Cicor that, other than the shareholder resolution
for the appointment of the TT Director to the Cicor Board, no consent,
approval, waiver or resolution is required from or on behalf of Cicor
shareholders to implement the Acquisition; and

·      provisions that apply in respect of the TT Share Schemes and
certain other employee-related matters.

The Co-operation Agreement will terminate automatically in certain
circumstances, including if the Acquisition does not become Effective by the
Long Stop Date or upon completion of a competing transaction for TT. It is
also capable of termination if agreed in writing between Cicor and TT or by
service of written notice by Cicor to TT if the TT Directors withdraw or
adversely modify or qualify their recommendation of the Acquisition or take
certain other actions which are inconsistent with implementation of the
Acquisition.

OEP Voting Undertaking

Cicor's longstanding major shareholder, OEP, has undertaken to TT that it will
vote in favour of the resolution of the shareholders of Cicor to be proposed
by Cicor (acting through the Cicor Board) in connection with the appointment
of a TT Director to the Cicor Board with effect from the Effective Date.

The OEP Voting Undertaking will terminate automatically in certain
circumstances, including: (i) if the Acquisition does not become Effective by
the Long Stop Date; (ii) if the Acquisition otherwise lapses or is withdrawn
and: (a) no new or revised takeover offer or scheme of arrangement is
announced by Cicor in accordance with Rule 2.7 of the Code at the same time;
or (b) if the Acquisition is to be implemented by way of the Scheme, the
Scheme does not lapse or is not withdrawn as a result of Cicor exercising its
right to implement the Acquisition by way of a Takeover Offer; and (iii) upon
completion of a competing transaction.

15.      Structure of and Conditions to the Acquisition

Scheme

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement between TT and the Scheme Shareholders,
under Part 26 of the Companies Act, although Cicor reserves the right to elect
to implement the Acquisition by means of a Takeover Offer, with the consent of
the Panel (where required) and subject to the terms of the Co-operation
Agreement.

The purpose of the Scheme is to provide for Cicor to become the owner of the
entire issued and to be issued share capital of TT. The procedure involves,
among other things, an application by TT to the Court to sanction the Scheme,
in consideration for which the Scheme Shareholders will receive the
consideration payable under the terms of the Acquisition for the TT Shares on
the basis set out in paragraph ‎2 (The Acquisition) of this Announcement.

Conditions

The Acquisition is subject to the Conditions and certain further terms
referred to in ‎Appendix 1 to this Announcement and to be set out in the
Scheme Document when issued. In particular, the Scheme will only become
Effective if, among other things, the following events occur on or before
11.59 p.m. (London time) on the Long Stop Date:

·      a resolution to approve the Scheme is passed by a majority in
number representing not less than 75 per cent. in value of the Scheme
Shareholders present and voting (and entitled to vote) at the Court Meeting,
either in person or by proxy;

·      the TT Resolutions are passed by the requisite majority of TT
Shareholders present and voting (and entitled to vote) at the General Meeting,
either in person or by proxy;

·      following the Court Meeting and the General Meeting, the Scheme
is sanctioned (without modification or with modification on terms agreed by
Cicor and TT) by the Court;

·      following such sanction, a copy of the Scheme Court Order is
delivered to the Registrar of Companies;

·      the receipt of certain antitrust and foreign investment
approvals, including merger control approvals in Australia, Germany, Mexico,
the United Kingdom and the United States, and foreign investment approvals in
France, Italy, the United Kingdom and the United States (the Antitrust
Conditions and Foreign Investment Conditions are set out in further detail in
‎Appendix 1 to this Announcement); and

·      the SIX Exchange Regulation having approved the listing and
admission to trading of the New Cicor Shares in accordance with the Swiss
Reporting Standard on SIX Swiss Exchange (and such approval not having been
withdrawn).

The attention of TT Shareholders is drawn to the fact that the Acquisition is
also conditional on other Conditions and certain further terms set out in
‎Appendix 1 to this Announcement and to the full terms and conditions to be
set out in the Scheme Document. For the avoidance of doubt, no consent,
approval, waiver or resolution of the shareholders of Cicor is required in
connection with the Acquisition.

Cicor may only invoke a Condition so as to cause the Acquisition not to
proceed, lapse or to be withdrawn with the consent of the Panel. Certain
Conditions are not subject to this requirement. Further details are set out in
Parts A and B of ‎Appendix 1 to this Announcement.

Effect of the Scheme

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and, if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of TT
Shares will cease to be valid and entitlements to TT Shares held within the
CREST system will be cancelled.

Any TT Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The TT Resolutions to be proposed at the General Meeting
will, among other things, provide that the TT Articles be amended to
incorporate provisions requiring any TT Shares issued after the Scheme Record
Time (other than to Cicor and/or its nominees) to be automatically transferred
to Cicor on the same terms as the Acquisition (other than terms as to timings
and formalities). The provisions of the TT Articles (as amended) will avoid
any person (other than Cicor and/or its nominees) holding shares in the
capital of TT after the Effective Date.

If the Scheme does not become Effective on or before 11.59 p.m. (London time)
on the Long Stop Date, it will lapse and the Acquisition will not proceed
(unless Cicor and TT otherwise agree and the Panel otherwise consents).

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting, and will be dispatched
or otherwise made available to TT Shareholders together with the Forms of
Proxy and Form of Election in relation to the Mix and Match Facility. The
Scheme Document will also contain the expected timetable for the Acquisition
and will specify the necessary actions to be taken by TT Shareholders.

The Scheme Document will be posted to TT Shareholders and, for information
only, to persons with information rights and to participants in the TT Share
Schemes, as soon as practicable and in any event within 28 days of this
Announcement (or such later time as Cicor, TT and the Panel agree). Subject,
amongst other things, to the satisfaction or waiver of the Conditions, it is
expected that the Scheme will become Effective in H1 2026.

The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Acquisition and the Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange
and the FCA.

16.      Delisting and re-registration

Prior to the Scheme becoming Effective, it is intended that an application
will be made to the FCA for the cancellation of the listing of the TT Shares
on the Official List and to the London Stock Exchange for the cancellation of
trading of the TT Shares on the London Stock Exchange's Main Market for listed
securities, with effect as of or shortly following the Effective Date.

It is expected that the last day of dealings in TT Shares on the Main Market
of the London Stock Exchange will be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6.00 p.m. (London
time) on that date.

It is also intended that, following the Scheme becoming Effective, TT will be
re-registered as a private company under the relevant provisions of the
Companies Act.

17.      Disclosure of interests in TT relevant securities

Except for the irrevocable undertakings referred to in paragraph ‎8
(Irrevocable undertakings and letter of intent) of this Announcement, as at
close of business on the Latest Practicable Date, neither Cicor nor any of the
Cicor Directors, nor, so far as Cicor is aware, any person acting in concert
(within the meaning of the Code) with them for the purposes of the Acquisition
had any interest in, right to subscribe for, or had borrowed or lent any TT
Shares or securities convertible into or exchangeable for TT Shares, nor did
any such person have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to take delivery, or any dealing arrangement of the
kind referred to in Note 11 of the definition of acting in concert in the
Code, in relation to TT Shares or in relation to any securities convertible
into or exchangeable for TT Shares.

"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or long derivative referenced to, securities.

In the interests of secrecy prior to this Announcement, Cicor has not made any
enquiries in respect of the matters referred to in this paragraph of certain
parties who may be deemed or presumed by the Panel to be acting in concert
with Cicor for the purposes of the Acquisition. Enquiries of such parties will
be made as soon as practicable following the date of this Announcement and any
disclosure in respect of such parties will be included in Cicor's Opening
Position Disclosure.

18.      Issue, listing and settlement of New Cicor Shares

Shortly following the Scheme becoming Effective, the New Cicor Shares will be
issued to TT Shareholders in accordance with their entitlements under the
terms of the Acquisition (and subject to dealing with fractional entitlements
as described below and any valid elections under the Mix and Match
Facility).

The New Cicor Shares to be issued in connection with the Acquisition will be
registered shares (Namenaktien) of Cicor with a nominal value of CHF 10.00
each, fully paid and carrying all rights and obligations attached to the
existing Cicor Shares already listed on the SIX Swiss Exchange.

The New Cicor Shares will be listed and admitted to trading on the SIX Swiss
Exchange in accordance with the Swiss Reporting Standard.

For this purpose, prior to the Effective Date, Cicor intends to apply to the
SIX Exchange Regulation for the listing of the New Cicor Shares on the SIX
Swiss Exchange, with effect from the Effective Date. In addition, Cicor
intends, prior to the Effective Date, to establish a CREST depositary interest
structure for the benefit of the TT Shareholders who hold their TT Shares in
uncertificated form so as to facilitate the trading of the New Cicor Shares
from outside of Switzerland. Details of how TT Shareholders can hold, access
and trade the New Cicor Shares will be set out in the Scheme Document.

Fractions of New Cicor Shares will not be issued to TT Shareholders. Instead,
any such fractional entitlements will be rounded down to the nearest whole
number of New Cicor Shares and any fractions of New Cicor Shares will be
aggregated and sold in the market as soon as practicable after the Acquisition
becomes Effective. The net proceeds of such sale (after deduction of all
expenses and commissions incurred in connection with the sale) will be
distributed in due proportions to TT Shareholders who would otherwise have
been entitled to such fractions, save that if the entitlement of any TT
Shareholder in respect of the proceeds of sale of fractional entitlements
amounts to less than £5.00, such proceeds will be retained for the benefit of
the Enlarged Cicor Group.

Cicor intends, following the Effective Date, to use its reasonable efforts to
support former TT Shareholders who notify Cicor that they wish to dispose of
their Cicor Shares and persons who have expressed an interest in acquiring
Cicor Shares to connect via brokers or other intermediaries, in order to
further facilitate an orderly market in Cicor's shares.

19.      Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time)
on the business day following the date of this Announcement, be made available
(subject to certain restrictions on Restricted Overseas Persons) on TT's
website at www.ttelectronics.com/investors/ and Cicor's website at
www.cicor.com until the Effective Date:

·      this Announcement;

·      the irrevocable undertakings and letter of intent referred to in
paragraph ‎8 (Irrevocable undertakings and letter of intent) of this
Announcement;

·      the Confidentiality Agreement;

·      the Joint Defence Agreement;

·      the Co-operation Agreement;

·      the OEP Voting Undertaking;

·      the consent letters from each of UBS, Gleacher Shacklock,
Rothschild & Co, Berenberg and PwC; and

·      documents relating to the financing of the Acquisition, referred
to in paragraph ‎12 (Financing) of this Announcement.

The contents of any website referred to in this Announcement are not
incorporated into and do not form part of this Announcement.

20.      General

Cicor reserves the right to elect, with the consent of the Panel (where
required) and subject to the terms of the Co-operation Agreement, to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Takeover Offer will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme (subject
to appropriate amendments including (without limitation) the inclusion of an
acceptance condition set at 75 per cent. of the TT Shares (or, subject to the
terms of the Co-operation Agreement, such other percentage as Cicor may
determine, with the consent of the Panel, being in any case TT Shares carrying
more than 50 per cent. of the voting rights normally exercisable at a general
meeting of TT), including, for this purpose, any such voting rights attaching
to TT Shares that are issued before the Takeover Offer becomes or is declared
unconditional (whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise).

If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Cicor intends to: (i) make an application to the FCA to cancel the
listing of the TT Shares from the Official List; (ii) make an application to
the London Stock Exchange to cancel trading in TT Shares on the London Stock
Exchange's Main Market for listed securities; and (iii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining TT Shares in respect of which the Takeover Offer
has not been accepted.

 2.7(c)(vii)

UBS, Gleacher Shacklock, Rothschild & Co, Berenberg and PwC (acting as
QFBS Reporting Accountant) have each given, and not withdrawn, their consent
to the publication of this Announcement with the inclusion of the references
to their names in the form and context in which they appear.

The Acquisition will be subject to the Conditions and certain further terms
set out in this Announcement, including ‎Appendix 1 to this Announcement,
and to the full terms and conditions to be set out in the Scheme Document.
Appendix 2 to this Announcement contains the sources of information and bases
of calculation contained in this Announcement. ‎Appendix 3 to this
Announcement contains details of the irrevocable undertakings and letter of
intent received by Cicor in connection with the Acquisition. ‎Appendix 4 to
this Announcement contains details and bases of belief of the anticipated
quantified financial benefits of the Acquisition together with the related
reports from Cicor's QFBS Reporting Accountant, PwC, and Cicor's financial
adviser, UBS, as required under Rule 28.1(a) of the Code, and provides
underlying information and bases for the QFBS Reporting Accountant's and
financial adviser's respective reports. Each of PwC and UBS has given, and not
withdrawn, its consent to the publication of its report in this Announcement
in the form and context in which it is included. Certain terms used in this
Announcement are defined in ‎Appendix 5 to this Announcement.

The Scheme Document and the related Forms of Proxy and Form of Election in
relation to the Mix and Match Facility are expected to be sent to TT
Shareholders and (for information only) persons with information rights and
participants in the TT Share Schemes as soon as reasonably practicable and in
any event within 28 days of this Announcement (or on such later time as Cicor,
TT and the Panel agree).

Enquiries

 Cicor
 Marina Winder (Investor Relations)             +41 71 913 73 05
 UBS (Sole Financial Adviser to Cicor)          +44 (0) 20 7567 8000
 London:

Joe Hannon / Ben Edenharder / Anisah Mahomed

 Zurich:

Tommy Hadewicz / Raffael Huber
 Camarco (UK PR Adviser to Cicor)
 Ed Gascoigne-Pees, Executive Director          +44 (0) 20 3757 4980

 TT
 Warren Tucker (Chair)                          +44 (0) 1932 827 779

 Eric Lakin (Chief Executive Officer)
 Gleacher Shacklock (Financial Adviser to TT)   +44 (0) 20 7484 1150

 James Dawson

 Jeremy Stamper

 Ruaridh Duff
 Rothschild & Co (Financial Adviser to TT)      +44 (0) 20 7280 5000

 Ravi Gupta

 Neil Thwaites

 Matthew Price
 Berenberg (Corporate Broker to TT)             +44 (0) 20 3207 7800

 Harry Nicholas

 Ciaran Walsh

 Chris Whitaker
 MHP (PR Adviser to TT)                         +44 (0) 7817 458 804

 Tim Rowntree

 Ollie Hoare

Freshfields LLP is acting as legal adviser to Cicor in connection with the
Acquisition.

Baker McKenzie is acting as Swiss legal adviser to Cicor in connection with
the Acquisition.

Allen Overy Shearman Sterling LLP is acting as legal adviser to TT in
connection with the Acquisition.

Schellenberg Wittmer Ltd is acting as Swiss legal adviser to TT in connection
with the Acquisition.

Important notices

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority (the "FCA") and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting exclusively as sole
financial adviser to Cicor and no one else in connection with the Acquisition.
In connection with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for providing the
protections afforded to its clients or for providing advice in relation to the
Acquisition or any other matters referred to herein.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
TT and no one else in connection with the Acquisition and shall not be
responsible to anyone other than TT for providing the protections afforded to
clients of Gleacher Shacklock nor for providing advice in connection with the
Acquisition or any matter referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to TT and for no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than TT for providing the protections afforded to clients of Rothschild
& Co nor for providing advice in connection with the Acquisition or any
matter referred to in this Announcement. Neither Rothschild & Co nor any
of its group undertakings or affiliates (nor their respective directors,
officers, employees or agents) 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
Rothschild & Co in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the contents of this
Announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
(BaFin) and is subject to limited regulation by the FCA in the United Kingdom,
is acting exclusively for TT and no one else in connection with the
Acquisition and will not be responsible to anyone other than TT for providing
the protections afforded to clients of Berenberg nor for providing advice in
relation to the Acquisition. Neither Berenberg nor any of its affiliates (any
of their respective partners, directors, officers, employees or agents) 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 Berenberg in connection with the Acquisition,
any statement contained herein or otherwise.

This Announcement is for information purposes only and 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 shall there be any
sale, issuance or transfer of securities of TT or Cicor in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely by means
of the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) and the Forms of
Proxy and Form of Election.

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document. In particular, this Announcement does not
constitute a public offer or solicitation to purchase or invest in the
securities of Cicor. The New Cicor Shares may not be publicly offered,
directly or indirectly, in Switzerland within the meaning of the Swiss
Financial Services Act ("FinSA"). Neither this Announcement nor any other
material relating to the New Cicor Shares constitutes a prospectus pursuant to
the FinSA.

Overseas shareholders

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom, and the availability of the
Acquisition to TT Shareholders who are not resident in the United Kingdom, may
be restricted by law and therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable legal or regulatory requirements.

In particular, the ability of persons who are resident in the United Kingdom,
or who are subject to the laws of another jurisdiction, to vote their TT
Shares with respect to the Scheme at the Court Meeting or the General Meeting,
or to appoint another person as proxy to vote at the Court Meeting or the
General Meeting on their behalf, or to make an election under the Mix and
Match Facility, may be affected by the laws of the relevant jurisdictions in
which they are located.

Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such 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.

This Announcement has been prepared for the purposes of complying with English
law and the Code 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 of jurisdictions outside of England. The Acquisition
will be subject to English law and the jurisdiction of the courts of England
and Wales and the applicable requirements of the Code, the Panel, the London
Stock Exchange and the FCA.

Unless otherwise determined by Cicor or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available, in
whole or in part, directly or indirectly, in, into or from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or facilities or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.

Copies of this Announcement 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, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, in whole or in part, directly or indirectly, in or into, or by the use
of mails or any other means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document and TT Shareholders are advised to read carefully the Scheme
Document and its accompanying documents once they have been published.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements and
practices applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer rules and the US proxy
solicitation rules.

If Cicor exercises its right to implement the Acquisition by way of a Takeover
Offer (subject to the consent of the Panel (where required) and the terms of
the Co-operation Agreement), such offer will be made in compliance with
applicable US laws and regulations, including any applicable exemptions under
the US Exchange Act. Such a Takeover Offer would be made in the US by Cicor
and no one else.

The financial information included in this Announcement and the Scheme
Document has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US.

The New Cicor Shares will not be registered under the US Securities Act. Cicor
expects to issue the New Cicor Shares in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. Section 3(a)(10) exempts securities issued in specified
exchange transactions from the registration requirement under the US
Securities Act where, among other things, the fairness of the terms and
conditions of the issuance and exchange of such securities have been approved
by a court or governmental authority expressly authorised by law to grant such
approval, after a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the New Cicor Shares are proposed to be
issued have the right to appear and receive adequate and timely notice
thereof. If Cicor exercises its right to implement the Acquisition by way of a
Takeover Offer (subject to the consent of the Panel (where required) and the
terms of the Co-operation Agreement), the New Cicor Shares will not be offered
in the United States except pursuant to an exemption from, or in a transaction
not subject to, registration under the US Securities Act.

The New Cicor Shares that may be issued pursuant to the Acquisition have not
been and will not be registered under the US Securities Act or under the
relevant securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange in the US.
Accordingly, the New Cicor Shares may not be offered, sold or delivered,
directly or indirectly, in the United States absent registration or an
applicable exemption from, or a transaction not subject to, the registration
requirements under the US Securities Act. Neither the US Securities and
Exchange Commission nor any US state securities commission has approved,
disapproved or passed judgement upon the fairness of the merits of the
Acquisition or the New Cicor Shares or the Mix and Match Facility, nor
determined whether this Announcement is adequate, accurate or complete. Any
representation to the contrary is a criminal offence in the US.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Cicor and TT are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Cicor or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase, TT
Shares outside of the US, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes effective, lapses or is
otherwise withdrawn. Also, in accordance with the Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, UBS will continue to
act as an exempt principal trader in TT Shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) .

US TT Shareholders should be aware that the Acquisition may have tax
consequences for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws and that such consequences,
if any, are not described herein. US TT Shareholders are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

Forward looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Cicor, any member of the Cicor Group, TT or any
member of the TT Group contain statements which 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 current
expectations and projections of the management of Cicor, any member of the
Cicor Group, TT or any member of the TT Group about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results 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 Cicor or any member of the Cicor Group, the Enlarged Cicor
Group, TT or any member of the TT 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" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", 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. Although Cicor and TT believe that the
expectations reflected in such forward-looking statements are reasonable,
Cicor and TT can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors 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 of the Conditions, as well as additional factors, such as:
changes in the global, political, economic, social, legal, business and
competitive environments, in global trade policies, and in market and
regulatory forces; the loss of or damage to one or more key customer
relationships; changes to customer ordering patterns; the failure of one or
more key suppliers; changes in future inflation, deflation, exchange and
interest rates and fluctuations in component prices; changes in tax and
national insurance rates; future business combinations, capital expenditures,
acquisitions or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants; labour
disputes and shortages; outcome of pending or future litigation proceedings;
the failure to maintain effective internal control over financial reporting or
effective disclosure controls and procedures, the inability to remediate one
or more material weaknesses, or the discovery of additional material
weaknesses, in the internal control over financial reporting; other business,
technical and/or operational risks and challenges; failure to comply with
environmental and health and safety laws and regulations; timing of receipt
of, or failure to comply with, necessary notices, concessions, permits and
approvals; weak, volatile or illiquid capital and/or credit markets; any
public health crises, pandemics or epidemics and repercussions thereof;
changes to the boards of Cicor and/or TT and/or the composition of their
respective workforces; safety and technology risks; exposures to IT system
failures, cyber-crime, fraud and pension scheme liabilities; risks relating to
environmental matters such as climate change; changes to law and/or the
policies and practices of regulatory and governmental bodies; heightening of
geopolitical tensions and any repercussions thereof; and any cost of living
crisis or recession.

Other unknown or unpredictable factors could 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. Neither
Cicor, any member of the Cicor Group, TT, any member of the TT Group, nor any
of their respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to
Cicor, any member of the Cicor Group, TT or any member of the TT Group, or any
of their respective associates, directors, officers, employees or advisers are
expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations (including
under the UK Listing Rules and the Disclosure Guidance and Transparency Rules
of the FCA), neither Cicor, any member of the Cicor Group nor TT or any member
of the TT Group is under any obligation, and Cicor, members of the Cicor
Group, TT and members of the TT Group expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) 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 Code, any person who is, or becomes, interested in
one 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 of the Code).

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.

No profit forecasts or estimates

No statement in this Announcement (including any statement of estimated cost
savings or synergies) is intended, or is to be construed, as a profit forecast
or profit estimate for any period and no statement in this Announcement should
be interpreted to mean that earnings or earnings per share for TT or Cicor for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for TT or Cicor.

Quantified Financial Benefits Statement

Statements of estimated costs savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the costs savings and synergies referred to in the
Quantified Financial Benefits Statement may not be achieved, may be achieved
later or sooner than estimated, or those achieved could be materially
different from those estimated. No statement in the Quantified Financial
Benefits Statement, or this Announcement generally, should be construed as a
profit forecast or interpreted to mean that the Enlarged Cicor Group's
earnings in the first full year following the Effective Date, or in any
subsequent period, would necessarily match or be greater than or be less than
those of Cicor or TT for the relevant preceding financial period or any other
period. For the purposes of Rule 28 of the Code, the Quantified Financial
Benefits Statement contained in this Announcement is the responsibility of
Cicor and the Cicor Directors. Any statement of intention, belief or
expectation of Cicor for the Enlarged Cicor Group following the Effective Date
is an intention, belief or expectation of the Cicor Directors and not of the
TT Directors.

Publication on website

A copy of this Announcement and the documents required to be published by Rule
26.1 of the Code will be made available, subject to certain restrictions
relating to Restricted Overseas Persons, on Cicor's website at www.cicor.com
and TT's website at www.ttelectronics.com/investors/ by no later than 12 noon
(London time) on the business day following publication of this Announcement.

For the avoidance of doubt, the contents of any website referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, TT Shareholders, persons with
information rights and participants in the TT Share Schemes may, subject to
applicable securities laws, request a hard copy of this Announcement (and any
information incorporated by reference into this Announcement) by contacting
TT's registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. (London
time), Monday to Friday (excluding public holidays in England and Wales) at
+44 (0)371 384 2396 or by submitting a request in writing to Equiniti Limited
at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by TT Shareholders, persons with information rights and
other relevant persons for the receipt of communications from TT may be
provided to Cicor during the offer period as required under Section 4 of
Appendix 4 of the Code.

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 figures that precede them.

General

Cicor reserves the right to elect, with the consent of the Panel (where
required) and subject to the terms of the Co-operation Agreement, to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such an event, such Takeover Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the Scheme
(subject to appropriate amendments to reflect the change in method of
implementation and the terms of the Co-operation Agreement).

If the Acquisition is effected by way of a Takeover Offer, and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, Cicor intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining TT Shares in respect of which the Takeover Offer has not been
accepted.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Companies Act, the Code, the Panel, the
London Stock Exchange and the FCA.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
Cicor confirms that it has 4,388,197 registered shares of CHF 10.00 each in
issue and admitted to trading at the SIX Swiss Exchange (excluding registered
shares held in treasury). The International Securities Identification Number
("ISIN") for the ordinary shares is CH0008702190.

In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
TT confirms that it has 178,119,248 TT Shares of 25 pence each in issue and
admitted to trading on the Main Market of the London Stock Exchange (excluding
ordinary shares held in treasury). The ISIN for TT Shares is GB0008711763.

 

Appendix 1

Conditions and Certain Further Terms of the Scheme and the Acquisition

A.        Conditions to the Scheme and Acquisition

Long Stop Date

1.       The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of the Code,
by no later than 11.59 p.m. (London time) on the Long Stop Date.

Scheme approval

2.       The Scheme will be conditional upon:

(a)      (i) its approval by a majority in number of, representing not
less than 75 per cent. in value of the Scheme Shares held by, the Scheme
Shareholders (or each of the relevant classes thereof, if applicable) present
and voting (and entitled to vote), either in person or by proxy, at the Court
Meeting (or at any separate class meeting, if applicable), or at any
adjournment thereof; and (ii) the Court Meeting (and any separate class
meeting, if applicable) being held on or before the 22(nd) day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date (if any) as Cicor may specify, with the agreement
of TT or, in a competitive situation, with the consent of the Panel, and the
approval of the Court if such approval is required);

(b)      (i) the TT Resolutions being duly passed by the requisite
majority or majorities at the General Meeting (or at any adjournment thereof);
and (ii) the General Meeting being held on or before the 22(nd) day after the
expected date of the General Meeting to be set out in the Scheme Document in
due course (or such later date (if any) as Cicor may specify, with the
agreement of TT or, in a competitive situation, with the consent of the Panel,
and the approval of the Court if such approval is required);

(c)      (i) the sanction of the Scheme by the Court with or without
modification (with any such modification on terms acceptable to Cicor and TT);
and (ii) the Scheme Court Hearing being held on or before the 22(nd) day after
the expected date of the Scheme Court Hearing to be set out in the Scheme
Document in due course (or such later date (if any) as Cicor may specify, with
the agreement of TT or, in a competitive situation, with the consent of the
Panel, and the approval of the Court if such approval is required); and

(d)      the delivery of a copy of the Scheme Court Order to the
Registrar of Companies.

In addition, Cicor and TT have agreed that the Acquisition will be conditional
upon the following Conditions and, accordingly, the necessary actions to make
the Scheme Effective will not be taken unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived.

Issue and admission to listing of New Cicor Shares

3.       The SIX Exchange Regulation having approved the listing and
admission to trading of the New Cicor Shares in accordance with the Swiss
Reporting Standard on the SIX Swiss Exchange (and such approval not having
been withdrawn).

Antitrust Conditions and Foreign Investment Conditions

4.       Antitrust Conditions

The Acquisition will be conditional upon the following Antitrust Conditions:

Australia

(a)      one of the following having occurred:

(i)       Cicor receives written notice in a form that satisfies the
requirements of section 189(2)(a)(ii) of the Competition and Consumer Act 2010
(Cth) ("CCA") from the Australian Competition and Consumer Commission ("ACCC")
between the date of this Announcement and 31 December 2025 indicating or
confirming that the ACCC does not intend to conduct a public review, or does
not intend to take action, in relation to the Acquisition or intervene in or
seek to prevent the Acquisition in relation to a contravention or possible
contravention of section 50 of the CCA;

(ii)      after this Announcement, notification of the Acquisition has
been finally considered in a way that satisfies the requirements of section
51ABF of the CCA and the Acquisition is not stayed, having regard to section
51ABE of the CCA; or

(iii)     in the event that the ACCC makes a determination that the
Acquisition must not be put into effect, Cicor having made an application
under section 100C(1) of the CCA for review of the ACCC's determination by the
Australian Competition Tribunal, and a determination is made by the Australian
Competition Tribunal under section 100N(1)(a) of the CCA that the Acquisition
may be put into effect,

in each case either unconditionally or subject to conditions on terms
reasonably satisfactory to Cicor;

Germany

(b)      in so far as the Acquisition has to be notified pursuant to
section 39 of the German Act against Restraints of Competition (Gesetz gegen
Wettbewerbsbeschränkungen, "GWB") consummation of the Acquisition is
conditional upon the occurrence of one of the following events:

(i)       during the initial investigation (Vorprüfverfahren), the
German Federal Cartel Office ("FCO") has notified one or both parties to the
Acquisition that the merger control procedure has been terminated, either
because the requirements for a prohibition of the merger as laid down in
section 36(1) of the GWB are not fulfilled or because the Acquisition does not
constitute a notifiable transaction;

(ii)      the waiting period of one month from submission of a complete
notification to the FCO has expired without the parties having been notified
by the FCO pursuant to section 40(1) of the GWB that it intends to enter into
an in-depth investigation (Hauptprüfverfahren) of the proposed Acquisition;

(iii)     the FCO has issued a decision in accordance with section 40(2)
sentence 1 of the GWB to the effect that the proposed Acquisition has been
cleared;

(iv)     having notified the parties that it will enter into an in-depth
investigation (Hauptprüfverfahren), the waiting period of four months from
submission of a complete notification to the FCO, or an extended waiting
period (if agreed upon with the notifying parties), has expired pursuant to
section 40(2) of the GWB without the FCO having issued a prohibition order;

(v)      in the event that the FCO decides to refer the Acquisition to
the European Commission under Article 22(1) of the EC Merger Regulation No
139/2004 (the "EC Merger Regulation"), the European Commission having granted
express or implied clearance either unconditionally or subject to conditions
on terms reasonably satisfactory to Cicor or until any applicable waiting
periods in respect thereof have expired; or

(vi)     in the event of a reasoned submission for a referral to the
European Commission pursuant to Article 4(5) of the EC Merger Regulation
(which shall only be filed if agreed upon between the parties) and no
competent Member State having expressed its disagreement with such submission
in accordance with Article 4(5) 3(rd) subparagraph of the EC Merger
Regulation, the European Commission having granted express or implied
clearance either unconditionally or subject to conditions on terms reasonably
satisfactory to Cicor or until any applicable waiting periods in respect
thereof have expired;

Mexico

(c)      the Mexican National Antitrust Commission providing written
clearance or approval of the Acquisition either unconditionally or with
undertakings or conditions on terms reasonably satisfactory to Cicor;

United Kingdom

(d)      either:

(i)       following confirmation in writing that the UK Competition and
Markets Authority (the "CMA") has no further questions in relation to the
Acquisition in response to a briefing paper submitted to it, and as at the
date on which all other Conditions are satisfied or waived, in relation to the
Acquisition, the CMA not having:

(A)     requested in writing submission of a merger notice pursuant to
section 96 of the Enterprise Act 2002 (the "EA");

(B)     indicated to either party in writing that it is commencing a
Phase 1 investigation;

(C)     indicated in writing that the statutory review period in which
the CMA has to decide whether to make a reference under section 34ZA of the EA
has begun; or

(D)     requested in writing documents, information or attendance by
witnesses (including under section 109 of the EA) which indicate that it is
considering whether to request submission of a merger notice or whether to
commence the aforementioned statutory review period; or

(ii)      the CMA issuing a decision that it is not the CMA's intention
to subject the Acquisition or any matter arising therefrom or related thereto
or any part of it to a reference under section 33 of the EA (a "Phase 2 CMA
Reference"), such decision being either unconditional or conditional on the
CMA's acceptance of undertakings in lieu under section 73 of the EA which are
reasonably satisfactory to Cicor (or the applicable time period for the CMA to
issue either decision having expired without it having done so and without it
having made a Phase 2 CMA Reference) and there having been no decision by the
Secretary of State to make a reference under sections 45 or 62 of the EA; and

United States

(e)      insofar as the Acquisition constitutes, or is deemed to
constitute, a notifiable acquisition under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder, and any successor to such statute, rules, or
regulations (the "HSR Act"),

(i)       filings having been made and all or any applicable waiting
periods (including any extensions thereof or any time periods set forth in any
agreement between Cicor and/or TT and the US Federal Trade Commission or the
US Department of Justice pursuant to which Cicor and/or TT has agreed not to
consummate the Acquisition for any period of time) under the HSR Act having
expired, lapsed or been terminated as appropriate, in each case, in respect of
the Acquisition, or any matters arising from the Acquisition; and

(ii)      no law, injunction (whether temporary, preliminary or
permanent), or legal order having been enacted, entered, promulgated or
enforced by any United States government authority or United States court of
law which prevents, makes illegal, prohibits, restrains or enjoins the closing
of the Acquisition, provided that this sub-paragraph shall only be considered
unfulfilled if such law, injunction, or legal order remains in effect and has
not been lifted, vacated, or otherwise been made unenforceable.

5.       Foreign Investment Conditions

The Acquisition will be conditional upon the following Foreign Investment
Conditions:

France

(a)      a notification relating to the Acquisition having been made and
accepted under the French Monetary and Financial Code (the "MFC"), and the
French Ministry for the Economy, Finance and Industry (Ministère de
l'Économie, des Finances et de l'Industrie) (the "French Ministry of
Economy") having either: (i) confirmed in writing, pursuant to Article L.
151-3 and R. 151-1 et seq. of the MFC that the Acquisition is not subject to
the prior authorisation of the French Ministry of Economy; or (ii) authorised
the Acquisition either unconditionally or subject to conditions on terms
reasonably satisfactory to Cicor in accordance with Articles L. 151-3 and R.
151-1 et seq. of the MFC;

Italy

(b)      the Coordination Group within the Presidency of the Council of
Ministers in Italy either having granted (or being deemed to have granted) its
consent, approval, clearance, confirmation or licences to the Acquisition
either unconditionally or subject to conditions on terms reasonably
satisfactory to Cicor, or waived their jurisdiction, the statutory waiting
periods have expired or the prohibition to complete the Acquisition under the
applicable foreign direct investment control laws has otherwise fallen away;

United Kingdom

(c)      a notification relating to the Acquisition having been made and
accepted under the National Security and Investment Act 2021 (the "NSI Act"),
and the Secretary of State responsible for decisions under the NSI Act in the
Cabinet Office or in any other such government department as may be the case
from time to time, having either: (i) notified Cicor that no further action
will be taken in relation to the Acquisition; or (ii) if the Secretary of
State issues a call-in notice in relation to the Acquisition pursuant to
sections 1(1) and 14(8)(b) of the NSI Act, either:

(i)       the Secretary of State giving a final notification pursuant to
section 26(1)(b) of the NSI Act confirming that no further action will be
taken in relation to the call-in notice and the Acquisition under the NSI Act;
or

(ii)      the Secretary of State making a final order pursuant to section
26(1)(a) of the NSI Act permitting the Acquisition to proceed either
unconditionally or conditionally on terms reasonably satisfactory to Cicor
(and any restrictions on closing having been lifted); and

United States

(d)      the parties having jointly submitted a written notice under
Subpart E of 31 C.F.R. Part 800 in respect of the Acquisition to the Committee
on Foreign Investment in the United States ("CFIUS") and either of the
following having occurred:

(i)       CFIUS having issued written notice to the parties that: (A)
CFIUS has concluded that the Acquisition is not a "covered transaction"
subject to review under section 721 of the Defense Production Act of 1950, as
amended, including all implementing regulations thereof (the "DPA"); or (B)
CFIUS has concluded all action under the DPA with respect to the Acquisition,
and determined that there are no unresolved national security concerns with
respect to the Acquisition; or

(ii)      CFIUS having sent a report regarding the Acquisition to the
President of the United States (the "President"), and either: (A) the period
under the DPA during which the President must announce a decision to take
action to suspend or prohibit the Acquisition has expired without any such
action being announced or taken; or (B) the President has announced a decision
not to take any action to suspend or prohibit the Acquisition.

General Third Party official authorisations and regulatory clearances

6.       No Third Party having intervened (as defined below) and there
not continuing to be outstanding any statute, regulation or order of any Third
Party in each case which is or is reasonably likely to be material in the
context of the Wider Cicor Group or Wider TT Group or the Acquisition which
would or might reasonably be expected to:

(a)      make the Acquisition or its implementation or the acquisition or
proposed acquisition by Cicor or any member of the Wider Cicor Group of any
shares or other securities in, or control or management of, TT or any member
of the Wider TT Group void, illegal, unlawful and/or unenforceable under the
laws of any relevant jurisdiction, or otherwise directly or indirectly
prevent, prohibit, or materially restrain, restrict, impede, challenge, delay
or otherwise materially interfere with the implementation of, or impose
additional material conditions or obligations with respect to the Acquisition
or proposed acquisition of any shares or other securities in, or control or
management of, TT or any member of the Wider TT Group by any member of the
Wider Cicor Group;

(b)      materially limit or delay the ability of any member of the Wider
Cicor Group or the Wider TT Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities in TT (or any member of the Wider TT Group) or
to exercise voting or management control over, any member of the Wider TT
Group or any member of the Wider Cicor Group;

(c)      require, prevent or materially delay, or impose any material
limitation on, the divestiture or materially alter the terms envisaged for any
proposed divestiture by any member of the Wider Cicor Group or by any member
of the Wider TT Group of all or any portion of their respective businesses,
assets or properties or materially limit the ability of any of them to conduct
any of their respective businesses or to own or control any of their
respective assets or properties or any part thereof, in any case to an extent
which is material in the context of the Wider Cicor Group taken as a whole or
in the context of the Acquisition;

(d)      except pursuant to the terms or the implementation of the Scheme
or, if applicable, sections 974 to 991 of the Companies Act, require any
member of the Wider Cicor Group or of the Wider TT Group to acquire, or to
offer to acquire, any shares or other securities (or the equivalent) in any
member of either group owned by any third party in any case which is material
in the context of the Wider TT Group or the Wider Cicor Group, in either case,
taken as a whole or in the context of the Acquisition;

(e)      require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Cicor Group of any shares or other securities (or the
equivalent) in any member of the Wider TT Group;

(f)      impose any limitation on the ability of any member of the Wider
Cicor Group or any member of the Wider TT Group to conduct, integrate or
co‑ordinate all or any part of their respective businesses with all or any
part of the business of any other member of the Wider Cicor Group and/or the
Wider TT Group in a manner and to an extent which is adverse and material to
the Wider Cicor Group and/or the Wider TT Group, in either case, taken as a
whole;

(g)      result in any member of the Wider TT Group or the Wider Cicor
Group ceasing to be able to carry on business under any name under which it
presently does so which is materially adverse to and material in the context
of the Wider TT Group or the Wider Cicor Group, each taken as a whole; or

(h)      otherwise materially adversely affect any or all of the
business, assets, value, profits, financial or trading position or prospects
of any member of the Wider TT Group or any member of the Wider Cicor Group, in
either case, taken as a whole,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could intervene under the laws of
any relevant jurisdiction having expired, lapsed, or been terminated.

7.       All notifications and applications to, and filings with, Third
Parties which are necessary or are reasonably considered appropriate by Cicor
having been made, all appropriate waiting and other time periods (including
any extensions of such waiting and other time periods) under any applicable
legislation or regulation of any relevant jurisdiction having expired, lapsed
or been terminated (as appropriate) and all statutory or regulatory
obligations in any relevant jurisdiction having been complied with in each
case in connection with the Scheme or Acquisition or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, TT or any other member of the Wider TT Group by any member of
the Wider Cicor Group or the carrying on by any member of the Wider TT Group
of any material aspect of its business.

8.       All Authorisations which are necessary or are reasonably
considered necessary or appropriate by Cicor in any relevant jurisdiction for
or in respect of the Scheme or Acquisition or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
TT or any member of the Wider TT Group by any member of the Wider Cicor Group
or the carrying on by any member of the Wider TT Group of its business having
been obtained, in terms and in a form reasonably satisfactory to Cicor, from
all appropriate Third Parties or from any persons or bodies with whom any
member of the Wider TT Group has entered into contractual arrangements in each
case where the absence of such Authorisation would have a material adverse
effect on the TT Group taken as a whole and all such Authorisations remaining
in full force and effect and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the
same.

Certain matters arising as a result of any arrangement, agreement etc.

9.       Except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise or other instrument to
which any member of the Wider TT Group is a party, or by or to which any such
member or any of its assets is or are or may be bound, entitled or subject or
any circumstance, which, in each case as a consequence of the Scheme or
Acquisition or because of a change in the control or management of any member
of the Wider TT Group or otherwise, would reasonably be expected to result in
any of the following (in each case to an extent which is or would be material
and adverse in the context of the Wider TT Group taken as a whole):

(a)      any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of the Wider
TT Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity date or repayment date or the
ability of any such member of the Wider TT Group to borrow monies or incur any
indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited;

(b)      save in the ordinary and usual course of business, the creation
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property, assets or interests of any member
of the Wider TT Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) becoming enforceable;

(c)      any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider TT Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any obligation or liability arising thereunder;

(d)      any asset or interest of any member of the Wider TT Group being
or falling to be disposed of or charged or ceasing to be available to any
member of the Wider TT Group or any right arising under which any such asset
or interest could reasonably be required to be disposed of or could reasonably
be expected to cease to be available to any member of the Wider TT Group
otherwise than in the ordinary course of business;

(e)      any member of the Wider TT Group ceasing to be able to carry on
business under any name under which it presently does so;

(f)      the creation of liabilities (actual or contingent) by any member
of the Wider TT Group other than in the ordinary course of business;

(g)      the rights, liabilities, obligations or interests of any member
of the Wider TT Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member
in or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or

(h)      the financial or trading position or the prospects of any member
of the Wider TT Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument would be
reasonably likely to result in any of the events or circumstances which are
referred to in paragraphs ‎(a) to ‎(h) of this Condition ‎9 (in any
case to an extent which is or would be material in the context of the Wider TT
Group taken as a whole).

10.     Since 31 December 2024 and except as Disclosed, no member of the
Wider TT Group having:

(a)      save as between TT and wholly‑owned subsidiaries of TT or for
TT Shares issued under or pursuant to the exercise of options and vesting of
awards granted under the TT Share Schemes, issued or agreed to issue, or
authorised the issue of, additional shares of any class, or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities or
transferred or sold any shares out of treasury;

(b)      other than as between wholly-owned members of the Wider TT
Group, purchased or redeemed or repaid any of its own shares or other
securities or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) of this Condition ‎10, made any other change to any part
of its share capital to an extent which (other than in the case of TT) is
material in the context of the Wider TT Group taken as a whole;

(c)      other than to another wholly-owned member of the TT Group,
recommended, declared, paid or made any dividend or other distribution whether
payable in cash or otherwise or made any bonus issue;

(d)      except as between TT and its wholly-owned subsidiaries or
between such wholly owned subsidiaries, made or authorised any change in its
loan capital to an extent which is material and adverse in the context of the
Wider TT Group taken as a whole;

(e)      except for transactions between TT and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, merged with, demerged
or acquired any body corporate, partnership or business or acquired or
disposed of or transferred, mortgaged, charged or created any security
interest over any assets or any right, title or interest in any assets
(including shares in any undertaking and trade investments) or authorised the
same (in each case to an extent which is material in the context of the Wider
TT Group taken as a whole);

(f)      issued or authorised the issue of, or made any change in or to,
any debentures or (except in the ordinary course of business or except as
between TT and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or liability (actual or
contingent) which, in each case, is material in the context of the Wider TT
Group taken as a whole;

(g)      entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:

(i)       otherwise than in the ordinary course of business, is of a
long term, onerous or unusual nature or magnitude or which is reasonably
likely to involve an obligation of such nature or magnitude; or

(ii)      is reasonably likely to restrict the business of any member of
the Wider TT Group other than of a nature and to an extent which is normal in
the context of the business concerned,

and which, in each case, is material and adverse in the context of the Wider
TT Group taken as a whole;

(h)      except as between TT and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, entered into, implemented, effected or
authorised any merger, demerger, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement in respect of itself or another
member of the Wider TT Group otherwise than in the ordinary course of business
which in any case is material and adverse in the context of the Wider TT Group
as a whole;

(i)       entered into or varied in any way the terms of, any contract,
agreement or arrangement with any of the directors or except for salary
increases, bonuses or variations of terms in the ordinary course, senior
executives of any member of the Wider TT Group, in each case which is material
in the context of the Wider TT Group as a whole;

(j)      other than in respect of any member of the Wider Target Group
which is dormant and was solvent at the relevant time, taken any corporate
action or had any legal proceedings instituted or threatened against it, or
petition presented or order made for its winding‑up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer
of all or any material part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction which in any case is material in the context of the Wider TT
Group taken as a whole;

(k)      been unable, or admitted in writing that it is unable, to pay
its debts as they fall due or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business in any case with a
material adverse effect on the Wider TT Group taken as a whole;

(l)       waived or compromised any claim, otherwise than in the
ordinary course of business, which is material in the context of the Wider TT
Group taken as a whole;

(m)     except in connection with implementation of the Scheme, made any
alteration to its memorandum or articles of association which is material in
the context of the Acquisition;

(n)      except in relation to changes made or agreed as a result of, or
arising from, changes to applicable legislation, made or agreed or consented
to any change to:

(i)       the terms of the trust deeds or other governing documents
constituting the pension scheme(s) established by any member of the Wider TT
Group for its directors, employees or their dependants;

(ii)      the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;

(iii)     the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or

(iv)     the basis upon which the liabilities (including pensions) or such
pension schemes are funded, valued or made,

and, in each case, which has an effect that is material and adverse in the
context of the Wider TT Group taken as a whole;

(o)      proposed, agreed to provide or modified the terms of any of the
TT Share Schemes or other benefit constituting a material change relating to
the employment or termination of employment of any persons employed by the
Wider TT Group in a manner which is material (either individually or in the
aggregate) in the context of the Wider TT Group taken as a whole, save as
agreed by the Panel (if required) and by Cicor; or

(p)      entered into any agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this Condition ‎10.

No adverse change, litigation or regulatory enquiry

11.     Since 31 December 2024 and except as Disclosed:

(a)      there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profits or prospects of
any member of the Wider TT Group which, in any such case, is material in the
context of the Wider TT Group taken as a whole or in the context of the
Acquisition;

(b)      no contingent or other liability of any member of the Wider TT
Group having arisen or become apparent or increased which in any case is
material and adverse in the context of the Wider TT Group taken as a whole;

(c)      no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider TT Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider TT Group which, in any such
case, would be reasonably likely to have an adverse effect that is material in
the context of the Wider TT Group taken as a whole;

(d)      (other than as a result of, or in connection with, the
Acquisition) no enquiry or investigation by, or complaint or reference to, any
Third Party having been threatened, announced, implemented, instituted by or
remaining outstanding against or in respect of any member of the Wider TT
Group which, in any such case, would reasonably be expected to have an adverse
effect that is material in the context of the Wider TT Group taken as a whole;

(e)      other than with the consent of Cicor, no action having been
taken or proposed by any member of the Wider TT Group, or having been approved
by TT Shareholders or consented to by the Panel, which falls or would be
reasonably likely to fall within or under Rule 21.1 of the Code;

(f)      no member of the Wider TT Group having conducted its business in
breach of any applicable laws and regulations which in any case is material in
the context of the Wider TT Group taken as a whole; and

(g)      no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider TT Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which has had or might reasonably be expected to have an
adverse effect that is material in the context of the Wider TT Group taken as
a whole.

No discovery of certain matters

12.     Cicor not having discovered:

(a)      save as Disclosed, that any financial, business or other
information concerning the Wider TT Group disclosed at any time prior to the
date of this Announcement by or on behalf of any member of the Wider TT Group,
whether publicly or otherwise, to any member of the Wider Cicor Group or to
any of their advisers or otherwise, is materially misleading or contains a
material misrepresentation of fact or omits to state a fact necessary to make
any information contained therein not misleading and which is not subsequently
corrected before the date of this Announcement by disclosure either publicly
or otherwise to Cicor or its professional advisers, in each case, to an extent
which in any case is material in the context of the Wider TT Group taken
as a whole;

(b)      that any member of the Wider TT Group is subject to any
liability (actual or contingent) which has not been Disclosed and which in any
case is material in the context of the Wider TT Group taken as a whole;

(c)      any information which affects the import of any information
Disclosed at any time by or on behalf of any member of the Wider TT Group and
which is material in the context of the TT Group taken as a whole;

(d)      except as Disclosed, that any past or present member of the
Wider TT Group has not complied with any applicable legislation or regulations
of any jurisdiction with regard to the use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
(including property) or harm human or animal health, or otherwise relating to
environmental matters or the health and safety of any person, or that there
has otherwise been any such use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission (whether or not this
constituted a non‑compliance by any person with any legislation or
regulations and wherever the same may have taken place) which, in any case,
would be reasonably likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of the Wider TT Group which in
any such case is material in the context of the Wider TT Group taken as a
whole;

(e)      except as Disclosed, that there is, or is reasonably likely to
be, any material obligation or liability, whether actual or contingent, to
make good, repair, reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the Wider TT Group or
any other property or any controlled waters under any environmental
legislation, regulation, notice, circular, order or other lawful requirement
of any relevant authority or Third Party or otherwise which in any such case
is material in the context of the Wider TT Group taken as a whole; or

(f)      except as Disclosed, that circumstances exist whereby a person
or class of persons would be reasonably likely to have a claim in respect of
any product or process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or present member of
the Wider TT Group which is or would be material in the context of the Wider
TT Group taken as a whole.

Anti-corruption, sanctions and criminal property

13.     Except as Disclosed, Cicor not having discovered that:

(a)      (i) any past or present member, director, officer or employee of
the Wider TT Group is or has at any time engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other anti‑corruption
legislation applicable to the Wider TT Group; or (ii) any person that performs
or has performed services for or on behalf of the Wider TT Group is or has at
any time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation;

(b)      any asset of any member of the Wider TT Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition);

(c)      any past or present member, director, officer or employee of the
TT Group, or any other person for whom any such person may be liable or
responsible, has engaged in any business with, made any investments in, made
any funds or assets available to or received any funds or assets from:

(i)       any government, entity or individual in respect of which
United States, United Kingdom or European Union persons, or persons operating
in those territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic resources,
by United States, United Kingdom or European Union laws or regulations,
including the economic sanctions administered by the United States Office of
Foreign Assets Control, or HM Treasury & Customs; or

(ii)      any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states; or

(d)      a member of the TT Group has engaged in any transaction which
would cause any member of the Wider Cicor Group to be in breach of any law or
regulation upon the Acquisition, including the economic sanctions of the
United States Office of Foreign Assets Control, or HM Treasury & Customs,
or any other relevant government authority, save that this will not apply if
and to the extent that it is or would be unenforceable by reason of breach of
any applicable Blocking Law.

 For the purpose of these Conditions:

(i)       "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, rulings, judgements, provisions and approvals, in each case, of a
Third Party;

(ii)      "Blocking Law" means: (i) any provision of Council Regulation
(EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing
such Regulation in any member state of the European Union); or (ii) any
provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it
forms part of domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018;

(iii)     "Third Party" means any central bank, government, government
department or governmental, quasi‑governmental, supranational, statutory,
regulatory, environmental or investigative body, court, agency, association,
organisation, arbitrator, arbitral tribunal, institution, authority (including
any national, supranational, federal, state, municipal or other governmental
authority, entity, agency, commission, court or instrumentality (or other
sub-division thereof) exercising executive, legislative, judicial, regulatory
or administrative functions) or professional or environmental body or any
other person or body whatsoever in any relevant jurisdiction, including, for
the avoidance of doubt, the Panel; and

(iv)     a Third Party shall be regarded as having "intervened" if it has
decided to take, institute, initiate, issue, enforce, implement or threaten
any action, proceeding, suit, investigation, enquiry, injunction or reference
or made, proposed, promulgated or enacted any statute, regulation, decision,
law or order or taken any measures or other steps or required any action to be
taken or information to be provided or otherwise having done anything and
"intervene" shall be construed accordingly.

 

 

B.        Waiver and invocation of the Conditions

1.       Subject to the requirements of the Panel, Cicor reserves the
right, in its sole discretion, to waive all or any of the Conditions set out
in Part A of this Appendix 1, except Conditions 2(a)(i), 2(b)(i), 2(c)(i),
2(d) and 3 which cannot be waived. The deadlines set out in Conditions
2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later date as may be
agreed by Cicor and TT (or, in a competitive situation, specified by Cicor
with the consent of the Panel and/or approved by the Court, if such approval
is required). If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not
satisfied by the deadline specified in the relevant Condition, Cicor shall
make an announcement by 8.00 a.m. (London time) on the Business Day following
such deadline confirming whether it has invoked or waived the relevant
Condition or agreed with TT (or as the case may be, the Panel) to extend the
deadline in relation to the relevant Condition (to such later date (if any) as
Cicor may specify, with the agreement of TT or, in a competitive situation,
with the consent of the Panel, and the approval of the Court if such approval
is required).

2.       Cicor shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of Conditions ‎4 to ‎13 (inclusive) in Part ‎A of this Appendix 1 by a
date earlier than the Long Stop Date, notwithstanding that the other
Conditions may at such earlier date have been waived or fulfilled and that
there are, at such earlier date, no circumstances indicating that any
Condition may not be capable of fulfilment.

3.       Subject to paragraph ‎4 below, under Rule 13.5(a) of the
Code, Cicor may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
will normally only give its consent if the circumstances which give rise to
the right to the invoke the Condition are of material significance to Cicor in
the context of the Acquisition. This will be judged by reference to the facts
at the time that the relevant circumstances arise.

4.       Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i), 2(d) and 3 of Part A
of this Appendix 1, and if applicable, any acceptance condition if the
Acquisition is implemented by means of a Takeover Offer, are not subject to
Rule 13.5(a) of the Code.

5.       Any Condition that is subject to Rule 13.5(a) of the Code may
be waived by Cicor.

6.       The Acquisition will not become Effective unless the Conditions
have been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by Cicor to be or remain satisfied by no
later than the Long Stop Date.

7.       If the Panel requires Cicor to make an offer for any TT Shares
under Rule 9 of the Code, Cicor may make such alterations to the Conditions as
are necessary to comply with the provisions of that Rule.

8.       Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

C.         Implementation by way of Takeover Offer

Cicor reserves the right to elect, with the consent of the Panel and subject
to the terms of the Co-operation Agreement, to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on the same terms so far as applicable, as
those which would apply to the Scheme (subject to appropriate amendments to
reflect the change in method of effecting the Acquisition, including (without
limitation) the inclusion of an acceptance condition set at 75 per cent. of
the TT Shares (or, subject to the terms of the Co-operation Agreement, such
other percentage as Cicor may determine (with the consent of the Panel) being
in any case TT Shares carrying more than 50 per cent. of the voting rights
normally exercisable at a general meeting of TT), including, for this purpose,
any such voting rights attaching to TT Shares that are issued before the
Takeover Offer becomes or is declared unconditional (whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise)).

D.        Certain further terms of the Acquisition

1.       The TT Shares will be acquired by Cicor fully paid and free
from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever and together
with all rights attaching to them as at the date of this Announcement or
subsequently attaching or accruing to them, including the right to receive and
retain, in full, all dividends and other distributions (if any) declared,
made, paid or payable, or any other return of capital made, on or after the
date of this Announcement.

2.       If, on or after the date of this Announcement but prior to the
Effective Date, any dividend, other distribution and/or other return of
capital or value is announced, declared, made or paid or becomes payable in
respect of the TT Shares, Cicor reserves its right (without prejudice to any
right of Cicor to invoke Condition ‎10‎(c) in Part A of this Appendix 1)
to reduce the consideration payable under the terms of the Acquisition for the
TT Shares by an amount up to the amount of such dividend, distribution and/or
return of capital or value, in which case any reference in this Announcement
or in the Scheme Document to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration as so
reduced. To the extent that any such dividend and/or distribution and/or other
return of capital or value is declared, made or paid or is payable and it is:
(i) transferred pursuant to the Acquisition on a basis which entitles Cicor to
receive the dividend, distribution or return of capital or value and to retain
it; or (ii) cancelled, the consideration payable under the terms of the
Acquisition will not be subject to change in accordance with this paragraph.
Any exercise by Cicor of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Acquisition.

3.       The Acquisition will be subject, inter alia, to the Conditions
and certain further terms which are set out in this ‎Appendix 1 and those
terms which will be set out in the Scheme Document and such further terms as
may be required to comply with the UK Listing Rules and the provisions of the
Code.

4.       The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be
contained in the Scheme Document.

5.       This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and any proxies will be governed by
English law and be subject to the jurisdiction of the courts of England and
Wales. The Scheme will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the FCA.

Appendix 2

Bases and Sources

In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:

1.       The fully diluted share capital of TT (being 184,807,752 TT
Shares) has been calculated on the basis of:

(a)      178,119,248 TT Shares in issue as at the Latest Practicable Date
(such figure being TT's issued share capital); plus

(b)      a maximum of 6,732,269 TT Shares which may be issued on the
exercise of options and vesting of awards on or after the date of this
Announcement under the TT Shares Schemes, assuming the application of time
pro-rating where applicable and completion of the Acquisition occurring by no
later than 30 June 2026, as at the Latest Practicable Date; minus

(c)      43,765 TT Shares held by the TT employee benefit trust that can
be used to satisfy the exercise of options and vesting of awards under the TT
Share Schemes as at the Latest Practicable Date.

2.       The total number of Cicor Shares in issue following completion
of the Acquisition has been calculated on the basis of:

(a)      4,388,197 Cicor Shares in issue as at the Latest Practicable
Date (excluding shares held in treasury); plus

(b)      517,462 Cicor Shares, being the number of Cicor Shares expected
to be issued under the terms of the Acquisition (calculated as the fully
diluted share capital of TT as set out in paragraph ‎1 above multiplied by
the exchange ratio of 0.0028 Cicor Shares for each TT Share).

This calculation does not take into account: (i) any Cicor Shares to be issued
under share plans of the Cicor Group between the date of this Announcement and
completion of the Acquisition; (ii) any additional Cicor Shares which may be
issued pursuant to its existing mandatory convertible note programme pursuant
to which, as at the Latest Practicable Date, a further 10,189 Cicor Shares
could potentially be issued; or (iii) any additional awards or options over TT
Shares granted by TT pursuant to the TT Share Schemes between the date of this
Announcement and completion of the Acquisition.

3.       The closing price of Cicor Shares on the Latest Practicable
Date of CHF209 has been derived from Bloomberg.

4.       The three-month volume-weighted average price of Cicor Shares
price of CHF188 has been derived from Bloomberg.

5.       The CHF/GBP exchange rate taken at 4.30 p.m. CET on the Latest
Practicable Date of 0.9481 has been derived from Bloomberg.

6.       The Offer Value has been calculated by adding:

(a)      the cash consideration per TT Share of 100 pence; and

(b)      the exchange ratio of 0.0028 Cicor Shares per TT Share,
multiplied by the closing price of Cicor Shares on the Latest Practicable Date
described in paragraph ‎3 above and translating the resulting figure from
CHF to GBP using the exchange rate described in paragraph ‎5 above.

7.       The value of approximately £287 million for the entire issued,
and to be issued, share capital of TT is based on multiplying the fully
diluted share capital of TT (as referred to in paragraph ‎1 above) by the
Offer Value per TT Share.

8.       The implied enterprise value multiples for TT of approximately
8.5 times EBITDA and approximately 12.1 times adjusted operating profit on a
post IFRS-16 basis for the last 12 months ended 30 June 2025 are calculated by
reference to:

(a)      the value of approximately £287 million for the entire issued,
and to be issued, share capital of TT set out in paragraph ‎7 above; plus

(b)      the following balance sheet items taken as of 30 June 2025: net
debt excluding lease liabilities of £73.3 million, lease liabilities of
£14.4 million; together divided by

(c)      TT's EBITDA for the 12-month period ended 30 June 2025 of £44.2
million and adjusted operating profit for the 12-month period ended 30 June
2025 of £31 million.

9.       The percentage of the ordinary shares of Cicor that will be
owned by TT Shareholders post-completion of the Acquisition is calculated by
dividing the number of the New Cicor Shares to be issued (as referred to in
paragraph 2(b) above) under the terms of the Acquisition by the total number
of ordinary shares of Cicor expected to be in issue following completion of
the Acquisition (as referred to in paragraph ‎2 above) and multiplying the
resulting sum by 100 to produce a percentage.

10.     All prices quoted for TT Shares are Closing Prices and are derived
from Bloomberg.

11.     Volume-weighted average prices for TT Shares are derived from
Bloomberg.

12.     Unless otherwise stated, the financial information on Cicor is
extracted (without material adjustment) from Cicor's annual report and
accounts for the year ended 31 December 2024 (FY24) and from the announcement
of Cicor's results for the six months ended 30 June 2025.

13.     Unless otherwise stated, the financial information on TT is
extracted (without material adjustment) from TT's annual report and accounts
for the year ended 31 December 2024 and from the announcement of TT's results
for the six months ended 30 June 2025.

14.     The combined pro forma revenue of Cicor and TT referred to in this
Announcement has been calculated based on:

(a)      Cicor: the Cicor Group's reported FY24 revenue of CHF481 million
plus the pro forma FY24 revenue contribution of acquisitions completed by
Cicor in 2025 (consisting of Eolane, Mercury, Profectus and MADES) of CHF220
million, resulting in a pro forma FY24 revenue of CHF700 million; and

(b)      TT: FY24 revenue of £521 million converted at CHF/GBP = 0.9481.

15.     The combined pro forma FY24 EBITDA for the Enlarged Cicor Group
referred to in this Announcement has been calculated based on:

(a)      Cicor: the Cicor Group's reported EBITDA for FY24 of CHF58
million plus the pro forma FY24 EBITDA contribution of acquisitions completed
by Cicor in 2025 (consisting of Eolane, Mercury, Profectus and MADES) of CHF11
million; and

(b)      TT: the TT Group's reported FY24 EBITDA of £51 million and the
£13 million run-rate cost synergies converted at CHF/GBP = 0.9481.

16.     Pro forma EBITDA margin has been presented on the basis of the
figures calculated in paragraphs ‎14 and ‎15 above.

17.     EPS accretion based on expected 2028E pro forma net income of the
Enlarged Cicor Group, adjusted for the full impact of £13 million run-rate
cost synergies, the number of ordinary shares of Cicor expected to be in issue
following completion of the Acquisition (as referred to in paragraph  ‎2
above) and excluding one-off integration costs and the amortisation of PPA
write-ups.

18.     Certain figures included in this Announcement have been subject to
rounding adjustments.

 

Appendix 3

Details of Irrevocable Undertakings and Letter of Intent

TT Directors

The following TT Directors have given irrevocable undertakings to vote (or,
where applicable, procure the voting) in favour of the Scheme at the Court
Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition
is implemented by way of a Takeover Offer, to accept or procure acceptance of
the Takeover Offer) in respect of their entire beneficial holdings of TT
Shares.

 Name           Number of TT Shares  Percentage of issued ordinary share capital of TT
 Warren Tucker  92,977               0.05%
 Eric Lakin     100,000              0.06%
 Anne Thorburn  60,000               0.03%
 Michael Ord    25,000               0.01%

 

These irrevocable undertakings also extend to any TT Shares acquired by such
TT Directors as a result of the vesting of awards or the exercise of options
under the TT Share Schemes.

The irrevocable undertakings remain binding in the event of a higher competing
offer and shall cease to be binding only on the earlier of the following:

(a)      Cicor announces, with the consent of the Panel, that it does not
intend to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme of arrangement is announced by Cicor in accordance
with Rule 2.7 of the Code at the same time;

(b)      the Scheme or Takeover Offer lapses or is withdrawn in
accordance with its terms (other than as a result of Cicor electing to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme) and no new, revised or replacement offer or scheme of arrangement is
announced at the same time;

(c)      at 11.59 p.m. (London time) on the Long Stop Date; or

(d)      the date on which any competing offer for TT becomes or is
declared unconditional or, if proceeding by way of a scheme of arrangement,
becomes effective.

TT Shareholders

In addition, Aberforth Partners LLP (as a discretionary fund manager) has
delivered a non-binding letter of intent to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the TT Resolutions at the
General Meeting in relation to the following TT Shares:

 Discretionary fund manager  Number of TT Shares  Percentage of issued ordinary share capital of TT
 Aberforth Partners LLP      17,753,869           10%

 

Appendix 4

Part A

Quantified Financial Benefits Statement

Paragraph ‎4 (Financial benefits and synergies) of this Announcement
includes statements of estimated cost savings and synergies expected to arise
from the Acquisition (together, the "Quantified Financial Benefits
Statement"). As identified in paragraph ‎11 (Intentions of Cicor) of this
Announcement, finalisation of the integration plan will be subject to the
Post-Completion Review and engagement with appropriate stakeholders.

A copy of the Quantified Financial Benefits Statement is set out below:

"The Cicor Directors, having reviewed and analysed the potential synergies of
the Acquisition, based on their knowledge of TT's business and the EMS sector,
and taking into account the factors they can influence, believe that the
Acquisition can generate annual run-rate pre-tax cost synergies of at least
£13 million by the end of the third year post-completion of the Acquisition,
with circa 95 per cent. of the synergies to be delivered by the end of year
two.

The potential sources of quantified synergies are currently envisaged to
include:

·      approximately 85 per cent. derived from the reduction of
overlapping roles in a number of head office and senior management functions,
as well as duplicate public company costs and a rationalisation of other third
party costs; and

·      approximately 15 per cent. derived from the reduction of
overlapping roles outside of the head office, where Cicor intends to apply its
decentralised approach to drive efficiencies.

The Cicor Directors also believe that there is significant opportunity for
further synergies which have not been fully quantified for reporting under the
Code at this stage. For example, the Acquisition is expected to enable
opportunity for cost savings and other synergies in areas such as the
consolidation and improvement of specific site manufacturing processes.

It is envisaged that the realisation of the potential quantified synergies
will result in one-off integration costs of approximately £16.5 million in
aggregate over the first three years post-completion of the Acquisition.

Aside from these one-off integration costs, potential areas of dis-synergy
expected to arise in connection with the Acquisition have been considered and
were determined by the Cicor Directors to be immaterial to the above analysis.

The identified synergies will accrue as a direct result of the Acquisition and
would not be achieved on a standalone basis.

Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out below."

Bases of belief

In preparing the Quantified Financial Benefits Statement, Cicor management had
input from TT management on the development of the cost synergy plan. The plan
has been developed with the aim of ensuring a best-in-class organisation and
offering for employees, customers, partners and stakeholders

The Cicor team involved in preparing the plan comprised senior Cicor
commercial and financial personnel, as well as relevant functional heads and
other personnel within Cicor. The team provided input into the development
process, to test synergy assumptions, and to agree on the nature and quantum
of the identified synergy initiatives. The Cicor team involved in the exercise
is highly experienced in acquiring and integrating companies, with a strong
track record in delivering value from these acquisitions with 12 transactions
completed in the last four years.

In preparing the Quantified Financial Benefits Statement, both Cicor and TT
have shared certain operating and financial information to facilitate the
analysis in support of evaluating the potential synergies available from the
Acquisition. However, as is typical of these exercises, confidentiality and
regulatory considerations have limited the extent of the sharing of data and
information. Where data has been limited for commercial or other reasons, the
team has made estimates and assumptions to aid its development of individual
synergy initiatives. The assessment and quantification of the potential
synergies have, in turn, been informed by the Cicor management team's industry
experience and knowledge of the existing businesses.

In general, the synergy assumptions have been risk-adjusted, exercising a
degree of prudence in the calculation of the estimated synergy benefits set
out above.

The majority of cost saving synergies are substantially within the influence
of the Cicor Directors.

In assessing potential synergies expected to arise from the Acquisition and
the associated costs of realising them, the Cicor Directors have also made the
following assumptions, all of which relate to matters which are outside their
influence:

·      no material change to current prevailing global macroeconomic and
political conditions in the markets in which Cicor and TT operate;

·      no material impact on either Cicor's or TT's respective
businesses as a result of legislative or regulatory matters; and

·      no material change in accounting standards applied by either
business.

The baselines used for the quantified cost synergies were:

·      for Cicor: operating expenses for the financial year ended 31
December 2024;

·      for TT non-staff related costs: operating expenses for the
financial year ended 31 December 2024, adjusted for previously announced cost
saving initiatives; and

·      for TT staff related costs: the latest available headcount and
associated annualised direct per-head costs.

Reports

As required by Rule 28.1(a) of the Code, PwC have provided a report stating
that, in their opinion, the Quantified Financial Benefits Statement has been
properly compiled on the basis stated. In addition, UBS as sole financial
adviser to Cicor, has provided a report stating that, in its view, the
Quantified Financial Benefits Statement has been prepared with due care and
consideration.

Copies of these reports are included under Part B and Part C of this
‎Appendix 4. Each of PwC and UBS has given and not withdrawn its consent to
the publication of its report on the Quantified Financial Benefits Statement
set out under Part B and Part C of this ‎Appendix 4 in the form and context
in which it is included.

Notes

These statements are not intended as a profit forecast and should not be
interpreted as such. These statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, or may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated.

Neither the Quantified Financial Benefits Statement nor any other statement in
this Announcement should be construed as a profit forecast or interpreted to
mean that the Enlarged Cicor Group earnings in the first full year following
completion of the Acquisition, or in any subsequent period, would necessarily
match or be greater than or be less than those of Cicor or TT for the relevant
preceding financial period or any other period.

Due to the scale of the Enlarged Cicor Group, there may be additional changes
to the Enlarged Cicor Group's operations. As a result, and given the fact that
the changes relate to the future, the resulting cost savings may be materially
greater or less than those estimated.

 

Part B

Reporting from PwC on the Quantified Financial Benefits Statement

The Directors (the "Directors")

Cicor Technologies Ltd

Route de l'Europe 8

2017 Boudry

Switzerland

 

 

UBS AG (solely in its capacity as a "Financial Adviser")

London Branch

5 Broadgate

London

EC2M 2QS

 

30 October 2025

Dear Ladies and Gentleman

Report on Quantified Financial Benefits Statement by Cicor Technologies Ltd
(the "Company")

We report on the quantified financial benefits statement by the Directors (the
"Statement") included in Part A of ‎Appendix 4 to the Rule 2.7 announcement
dated 30 October 2025 (the "Announcement") to the effect that:

"The Cicor Directors, having reviewed and analysed the potential synergies of
the Acquisition, based on their knowledge of TT's business and the EMS sector,
and taking into account the factors they can influence, believe that the
Acquisition can generate annual run-rate pre-tax cost synergies of at least
£13 million by the end of the third year post-completion of the Acquisition,
with circa 95 per cent. of the synergies to be delivered by the end of year
two.

The potential sources of quantified synergies are currently envisaged to
include:

·      approximately 85 per cent. derived from the reduction of
overlapping roles in a number of head office and senior management functions,
as well as duplicate public company costs and a rationalisation of other third
party costs; and

·      approximately 15 per cent. derived from the reduction of
overlapping roles outside of the head office, where Cicor intends to apply its
decentralised approach to drive efficiencies.

The Cicor Directors also believe that there is significant opportunity for
further synergies which have not been fully quantified for reporting under the
Code at this stage. For example, the Acquisition is expected to enable
opportunity for cost savings and other synergies in areas such as the
consolidation and improvement of specific site manufacturing processes.

It is envisaged that the realisation of the potential quantified synergies
will result in one-off integration costs of approximately £16.5 million in
aggregate over the first three years post-completion of the Acquisition.

Aside from these one-off integration costs, potential areas of dis-synergy
expected to arise in connection with the Acquisition have been considered and
were determined by the Cicor Directors to be immaterial to the above analysis.
The identified synergies will accrue as a direct result of the Acquisition and
would not be achieved on a standalone basis."

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and
Mergers (the "Takeover Code") and is given for the purpose of complying with
that requirement and for no other purpose.

Opinion

In our opinion, the Statement has been properly compiled on the basis stated.

The Statement has been made in the context of the disclosures in Part A of
‎Appendix 4 of the Announcement setting out the basis of the Directors'
belief (including the principal assumptions and sources of information)
supporting the Statement and their analysis and explanation of the underlying
constituent elements.

Responsibilities

It is the responsibility of the Directors to prepare the Statement in
accordance with the requirements of Rule 28 of the Takeover Code.

It is our responsibility to form our opinion, as required by Rule 28.1(a)(i)
of the Takeover Code, as to whether the Statement has been properly compiled
on the basis stated and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this
report is expressly addressed or to the shareholders of the Company as a
result of the inclusion of this report in the Announcement, and for any
responsibility arising under Rule 28.1(a)(i) of the Takeover Code to any
person as and to the extent therein provided, to the fullest extent permitted
by law we do not assume any responsibility and will not accept any liability
to any other person for any loss suffered by any such other person as a result
of, arising out of, or in connection with this report or our statement,
required by and given solely for the purposes of complying with Rule 23.2 of
the Takeover Code, consenting to its inclusion in the Announcement.

Basis of preparation of the Statement

The Statement has been prepared on the basis stated in Part A of ‎Appendix 4
to the Announcement.

Basis of opinion

We conducted our work in accordance with the Standards for Investment
Reporting issued by the Financial Reporting Council ("FRC") in the United
Kingdom. We are independent in accordance with the Revised Ethical Standard
2024 issued by the FRC as applied to Investment Circular Reporting
Engagements, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.

We have discussed the Statement, together with the underlying plans (relevant
bases of belief/including sources of information and assumptions), with the
Directors. Our work did not involve any independent examination of any of the
financial or other information underlying the Statement.

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Statement has been properly compiled on the basis stated.

We do not express any opinion as to the achievability of the benefits
identified by the Directors in the Statement.

Since the Statement and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we express no
opinion as to whether the actual benefits achieved will correspond to those
anticipated in the Statement and the differences may be material.

Yours faithfully

 

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP is a limited liability partnership registered in
England with registered number OC303525. The registered office of
PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.
PricewaterhouseCoopers LLP is authorised and regulated by the Financial
Conduct Authority for designated investment business.

 

 

Part C

Report from UBS AG London Branch on the Quantified Financial Benefits
Statement

The Directors (the "Directors")

Cicor Technologies Ltd

Route de l'Europe 8

2017 Boudry

Switzerland

 

Dear Ladies and Gentlemen

 

Recommended cash and share acquisition of TT Electronics plc ("TT") by Cicor
Technologies Ltd. ("Cicor) - Report on Quantified Financial Benefits Statement
of Cicor

We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") made by Cicor, as
set out in Part A of Appendix 4 to the announcement dated 30 October 2025 of
which this report forms part (the "Announcement"), for which the directors of
Cicor (the "Directors") are solely responsible under Rule 28.3 of the City
Code on Takeovers and Mergers (the "Code").

We have discussed the Statement (including the bases of belief, assumptions
and sources of information referred to therein) with the Directors and those
officers and employees of Cicor who developed the underlying plans, as well as
with PricewaterhouseCoopers LLP. The Statement is subject to uncertainty as
described in the Announcement and our work did not involve an independent
examination or verification of any of the financial or other information
underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of Cicor, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this report.

We have also reviewed the work carried out by PricewaterhouseCoopers LLP and
have discussed with them their opinion set out in Part B of Appendix 4 to the
Announcement addressed to you and us on this matter and the accounting
policies and bases of calculation for the Statement.

We do not express any view or opinion as to the achievability of the
quantified financial benefits, whether on the basis identified by the
Directors in the Statement or otherwise.

This report is provided pursuant to our engagement letter with Cicor solely to
the Directors of Cicor in connection with Rule 28.1(a)(ii) of the Code and for
no other purpose. We accept no responsibility to Cicor or its shareholders or
any person (including, without limitation, the board of directors and
shareholders of TT) other than the Directors in respect of the contents of
this report. We are acting exclusively as financial adviser to Cicor and no
one else in connection with the Acquisition referred to in the Announcement
and it is for the purpose of complying with Rule 28.1(a)(ii) of the Code that
Cicor has requested UBS AG London Branch to prepare this report relating to
the Statement. No person other than the Directors can rely on the contents of
this report, or on the work undertaken in connection with this report, and, to
the fullest extent permitted by law, we expressly exclude all liability
(whether in contract, tort or otherwise) to any other person, in respect of
this report, its contents, its results, or the work undertaken in connection
with this report or any of the results or conclusions that may be derived from
this report or any written or oral information provided in connection with
this report, and any such liability is expressly disclaimed except to the
extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statement, for which you
as the Directors are solely responsible, for the purposes of the Code, has
been prepared with due care and consideration.

Yours faithfully,

UBS AG London Branch

Appendix 5

Definitions

The following definitions apply throughout this Announcement unless the
context requires otherwise.

 "£", "GBP", "pence" or "p"                 the lawful currency of the United Kingdom
 "₣", "Swiss Franc", "CHF"                  the lawful currency of Switzerland
 "A&D"                                      aerospace and defence
 "ACCC"                                     Australian Competition and Consumer Commission
 "Acquisition"                              the proposed acquisition by Cicor of the entire issued and to be issued share
                                            capital of TT to be implemented by way of the Scheme or, should Cicor so
                                            elect, and where required, the Panel consent (and subject to the terms of the
                                            Co-operation Agreement), by means of a Takeover Offer, and, where the context
                                            admits, any subsequent revision, variation, extension or renewal thereof
 "Announcement"                             this announcement (including the summary thereof and the Appendices)
 "Antitrust Conditions"                     those Conditions set out in paragraph ‎4 of Part A of ‎Appendix 1 to this
                                            Announcement
 "Berenberg"                                Joh. Berenberg, Gossler & Co. KG, London Branch
 "Blocking Law"                             has the meaning given in Condition ‎13 of Part A of Appendix 1 to this
                                            Announcement
 "Business Day"                             a day (other than a Saturday, Sunday, public or bank holiday) on which banks
                                            are generally open for business in London and Geneva, Switzerland
 "CCA"                                      the Competition and Consumer Act 2010 (Cth), as amended from time to time
 "CFIUS"                                    the Committee on Foreign Investment in the United States
 "Cicor"                                    Cicor Technologies Ltd.
 "Cicor Board"                              the board of directors of Cicor at the time of this Announcement or, where the
                                            context so requires, the directors of Cicor from time to time
 "Cicor Directors"                          the directors of Cicor at the time of this Announcement or, where the context
                                            so requires, the directors of Cicor from time to time
 "Cicor Group"                              Cicor and its subsidiary undertakings
 "Cicor Shares"                             the registered shares of Cicor with a nominal value of CHF 10.00 each,
                                            admitted to trading at the SIX Swiss Exchange
 "Closing Price"                            the closing middle market quotations of a TT Share as derived from the daily
                                            official list of the London Stock Exchange
 "CMA"                                      the UK Competition and Markets Authority
 "Code"                                     the City Code on Takeovers and Mergers, as amended from time to time
 "Companies Act"                            the Companies Act 2006, as amended from time to time
 "Conditions"                               the conditions to the implementation of the Acquisition (including the Scheme)
                                            as set out in ‎Appendix 1 to this Announcement and to be set out in the
                                            Scheme Document
 "Confidentiality Agreement"                the confidentiality agreement entered into between Cicor and TT in relation to
                                            the Acquisition dated 8 September 2025, as described in paragraph ‎14
                                            (Offer-related arrangements) of this Announcement
 "Co-operation Agreement"                   the co-operation agreement entered into between TT and Cicor in connection
                                            with the Acquisition dated 30 October 2025, as described in paragraph ‎14
                                            (Offer-related arrangements) of this Announcement
 "Court"                                    the High Court of Justice of England and Wales
 "Court Meeting"                            the meeting of the Scheme Shareholders to be convened at the direction of the
                                            Court pursuant to Part 26 of the Companies Act at which a resolution will be
                                            proposed to approve the Scheme (with or without modification), including any
                                            adjournment, postponement or reconvening thereof, and notice of which will be
                                            set out in the Scheme Document
 "CREST"                                    the relevant system (as defined in the Uncertificated Securities Regulations
                                            2001 (SI 2001/3755)) in respect of which Euroclear UK & International
                                            Limited is the Operator (as defined in such Regulations) and in accordance
                                            with which securities may be held and transferred in uncertificated form
 "Dealing Disclosure"                       has the same meaning as in Rule 8 of the Code
 "Disclosed"                                information which has been fairly disclosed by or on behalf of TT: (i) in the
                                            annual report and accounts of the TT Group for the 12 month period to 31
                                            December 2024; (ii) in the half yearly results announcement of the TT Group
                                            for the six month period to 30 June 2025; (iii) in this Announcement; (iv) in
                                            any other public announcement made to a Regulatory Information Service by, or
                                            on behalf of, TT prior to the date of this Announcement; or (v) in writing
                                            (including via the virtual data room operated by or on behalf of TT in respect
                                            of the Acquisition) or in due diligence sessions with TT Directors or
                                            employees of the Wider TT Group and any written replies and correspondence in
                                            connection therewith prior to the date of this Announcement to Cicor
 "DPA"                                      the Defense Production Act of 1950, as amended, including all implementing
                                            regulations thereof
 "EA"                                       the Enterprise Act 2002
 "EC Merger Regulation"                     the EC Merger Regulation No 139/2004, as amended from time to time
 "Effective"                                (i) if the Acquisition is implemented by way of a Scheme, the Scheme having
                                            become effective pursuant to and in accordance with its terms; or (ii) if the
                                            Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
                                            having been declared or having become unconditional in accordance with the
                                            requirements of the Code
 "Effective Date"                           the date upon which the Acquisition becomes Effective in accordance with its
                                            terms
 "EMS"                                      electronics manufacturing services
 "Enlarged Cicor Group"                     the combined group following completion of the Acquisition, comprising the
                                            Cicor Group and the TT Group
 "EPS"                                      earnings per share
 "Excluded Shares"                          (i) any TT Shares registered in the name of or beneficially owned by Cicor
                                            and/or any other member of the Cicor Group (and/or any nominee of the
                                            foregoing); (ii) any TT Shares held in treasury by TT; and (iii) any other TT
                                            Shares which TT and Cicor agree will not be subject to the Scheme, in each
                                            case at any relevant date or time
 "Facilities Agreement"                     the GBP 345,000,000 and CHF 170,000,000 term and revolving facilities
                                            agreement dated 30 October 2025 between Commerzbank Aktiengesellschaft as
                                            agent, Commerzbank Aktiengesellschaft and UBS Switzerland AG as lenders and
                                            arrangers, and Cicor as borrower
 "FCA"                                      the Financial Conduct Authority of the United Kingdom, acting in its capacity
                                            as the competent authority for the purposes of FSMA, or its successor from
                                            time to time
 "FCO"                                      the German Federal Cartel Office
 "FinSA"                                    the Swiss Financial Services Act, as amended from time to time
 "Foreign Investment Conditions"            those Conditions set out in paragraph ‎5 of Part A of ‎Appendix 1 to this
                                            Announcement
 "Form of Election"                         the form of election to be sent to Scheme Shareholders by or on behalf of TT
                                            pursuant to which an eligible Scheme Shareholder (other than a Restricted
                                            Overseas Person) may make an election under the Mix and Match Facility, which
                                            shall accompany the Scheme Document
 "Forms of Proxy"                           the forms of proxy in connection with each of the Court Meeting and the
                                            General Meeting, which shall accompany the Scheme Document
 "French Ministry of Economy"               the French Ministry for the Economy, Finance and Industry (Ministère de
                                            l'Économie, des Finances et de l'Industrie)
 "FSMA"                                     the Financial Services and Markets Act 2000, as amended from time to time
 "General Meeting"                          the general meeting of TT to be convened in connection with the Scheme for the
                                            purpose of considering and, if thought fit, approving the TT Resolutions,
                                            including any adjournment, postponement or reconvening thereof, and notice of
                                            which will be set out in the Scheme Document
 "Gleacher Shacklock"                       Gleacher Shacklock LLP
 "GWB"                                      the German Act against Restraints of Competition (Gesetz gegen
                                            Wettbewerbsbeschränkungen), as amended from time to time
 "HSR Act"                                  the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
                                            rules and regulations promulgated thereunder, and any successor to such
                                            statute, rules, or regulations
 "Joint Defence Agreement"                  the confidentiality and joint defence agreement entered into between TT and
                                            Cicor in connection with the Acquisition dated 8 October 2025, as described in
                                            paragraph ‎14 (Offer-related arrangements) of this Announcement
 "Latest Practicable Date"                  29 October 2025, being the last Business Day before the date of this
                                            Announcement
 "London Stock Exchange"                    London Stock Exchange plc or its successor from time to time
 "Long Stop Date"                           30 July 2026, or such later date as: (i) Cicor and TT may agree (with the
                                            consent of the Panel, if required) or (in a competitive situation) as may be
                                            specified by Cicor with the consent of the Panel; or (ii) the Panel may direct
                                            under the Note on Section 3 of Appendix 7 to the Code, and in each case as the
                                            Court may approve (if such approval is required)
 "Main Market"                              the London Stock Exchange's main market for listed securities
 "MFC"                                      the French Monetary and Financial Code
 "Mix and Match Facility"                   the facility under which eligible TT Shareholders (other than Restricted
                                            Overseas Persons) will be entitled to elect to vary the proportions in which
                                            they receive New Cicor Shares and cash in respect of their holdings of Scheme
                                            Shares to the extent that other such TT Shareholders make off-setting
                                            elections
 "New Cicor Shares"                         the new Cicor Shares to be issued to TT Shareholders in connection with the
                                            Acquisition
 "NSI Act"                                  the National Security and Investment Act 2021, as amended from time to time
 "OEM"                                      original equipment manufacturer
 "OEP"                                      OEP 80 B.V.
 "OEP Voting Undertaking"                   the voting undertaking entered into by OEP dated 30 October 2025, as described
                                            in paragraph ‎14 (Offer-related arrangements) of this Announcement
 "Offer Document"                           should the Acquisition be implemented by means of a Takeover Offer, the
                                            document to be sent to (amongst others) TT Shareholders which will contain,
                                            among other things, the terms and conditions of the Takeover Offer
 "Offer Value"                              has the meaning given in paragraph ‎2 (The Acquisition) of this Announcement
 "Official List"                            the official list maintained by the FCA pursuant to Part 6 of FSMA
 "Opening Position Disclosure"              has the same meaning as in Rule 8 of the Code
 "Overseas Shareholders"                    TT Shareholders (or nominees of, or custodians or trustees for, TT
                                            Shareholders) who are in, resident in, or nationals or citizens of,
                                            jurisdictions outside the United Kingdom
 "Panel"                                    the UK Panel on Takeovers and Mergers
 "Phase 2 CMA Reference"                    has the meaning given in paragraph ‎(d) of Condition ‎4 in Part A of
                                            ‎Appendix 1 to this Announcement
 "Post-Completion Review"                   has the meaning given in paragraph ‎11 (Intentions of Cicor) of this
                                            Announcement
 "PPA"                                      purchase price allocation
 "President"                                the President of the United States
 "PwC"                                      PricewaterhouseCoopers LLP
 "QFBS Reporting Accountant"                PwC
 "Quantified Financial Benefits Statement"  the statement of estimated cost savings and synergies arising out of the
                                            Acquisition set out in ‎Appendix 4 to this Announcement
 "Registrar of Companies"                   the Registrar of Companies in England and Wales
 "Regulatory Information Service"           any information service authorised from time to time by the FCA for the
                                            purpose of disseminating regulatory announcements
 "Restricted Jurisdiction"                  any jurisdiction (other than the United Kingdom) where local laws or
                                            regulations may result in a significant risk of civil, regulatory or criminal
                                            exposure (or would or may require Cicor to comply with any requirement which
                                            in its absolute discretion is regarded as unduly onerous) if information
                                            concerning the Acquisition is sent, distributed or made available to TT
                                            Shareholders or if consideration pursuant to the Acquisition is paid in that
                                            jurisdiction
 "Restricted Overseas Persons"              TT Shareholders who are in, resident in, or nationals or citizens of,
                                            Restricted Jurisdictions
 "Rothschild & Co"                          N.M. Rothschild & Sons Limited
 "Scheme"                                   the scheme of arrangement proposed to be made under Part 26 of the Companies
                                            Act between TT and the Scheme Shareholders in connection with the Acquisition,
                                            with or subject to any modification, addition or condition approved or imposed
                                            by the Court and agreed to by TT and Cicor
 "Scheme Court Hearing"                     the hearing of the Court of the application to sanction the Scheme under Part
                                            26 of the Companies Act, and any adjournment, postponement or reconvening
                                            thereof
 "Scheme Court Order"                       the order of the Court sanctioning the Scheme under Part 26 of the Companies
                                            Act
 "Scheme Document"                          the document to be sent to (among others) TT Shareholders containing and
                                            setting out, among other things, the full terms and conditions of the Scheme
                                            and containing the notices convening the Court Meeting and General Meeting
 "Scheme Record Time"                       the time and date specified in the Scheme Document, expected to be 6.00 p.m.
                                            (London time) on the Business Day immediately prior to the Effective Date (or
                                            such other date as Cicor and TT may agree and that (if so required) the Court
                                            may allow)
 "Scheme Shareholders"                      holders of Scheme Shares
 "Scheme Shares"                            TT Shares:

                                            (a)      in issue as at the date of the Scheme Document;

                                            (b)      (if any) issued after the date of the Scheme Document and prior
                                            to the Scheme Voting Record Time; and

                                            (c)      (if any) issued on or after the Scheme Voting Record Time and
                                            before the Scheme Record Time, either on terms that the original or any
                                            subsequent holders thereof shall be bound by the Scheme or in respect of which
                                            the holders thereof shall have agreed in writing to be bound by the Scheme,

                                            but in each case other than the Excluded Shares
 "Scheme Voting Record Time"                the time and date specified in the Scheme Document by reference to which
                                            entitlement to vote at the Court Meeting will be determined
 "Significant Interest"                     in relation to an undertaking, a direct or indirect interest in 20 per cent.
                                            or more of the voting rights conferred by the equity share capital of such
                                            undertaking
 "SIX Exchange Regulation"                  SIX Exchange Regulation AG or its successor from time to time
 "SIX Swiss Exchange"                       SIX Swiss Exchange AG or its successor from time to time
 "Swiss Reporting Standard"                 the set of listing and ongoing disclosure requirements established by SIX
                                            Swiss Exchange for issuers whose securities are admitted to trading under this
                                            standard, requiring financial reporting in accordance with Swiss GAAP FER or
                                            the financial reporting standard under the Swiss Banking Act and compliance
                                            with regular reporting obligations
 "Takeover Offer"                           if (subject to the consent of the Panel (where required) and the terms of the
                                            Co-operation Agreement) Cicor elects to effect the Acquisition by way of a
                                            takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act), the
                                            offer to be made by or on behalf of Cicor to acquire the issued and to be
                                            issued ordinary share capital of TT on the terms and subject to the conditions
                                            to be set out in the related offer document, including, where the context
                                            admits, any subsequent revision, variation, extension or renewal of such offer
 "Third Party"                              has the meaning given in Condition ‎13 of Part A of Appendix 1 to this
                                            Announcement
 "TT"                                       TT Electronics plc
 "TT Articles"                              the articles of association of TT from time to time
 "TT Directors"                             the directors of TT at the time of this Announcement or, where the context so
                                            requires, the directors of TT from time to time
 "TT Group"                                 TT and its subsidiary undertakings
 "TT Resolutions"                           such shareholder resolutions of TT to be proposed at the General Meeting as
                                            are necessary to approve, implement and effect the Scheme, including a special
                                            resolution to be proposed in connection with implementation of the Scheme and
                                            certain amendments to be made to the TT Articles
 "TT Share Schemes"                         the Deferred Share Bonus Plan 2020, the Long Term Incentive Plan 2014, the
                                            Long Term Incentive Plan 2024, the Restricted Share Plan 2010, the Sharesave
                                            Scheme 2020 and the USA Employee Stock Purchase Plan 2020 operated by TT, each
                                            as amended from time to time
 "TT Shareholders"                          the registered holders of TT Shares from time to time
 "TT Shares"                                the ordinary shares of 25 pence each in the share capital of TT
 "UBS"                                      UBS AG London Branch
 "UK" or "United Kingdom"                   the United Kingdom of Great Britain and Northern Ireland
 "UK Listing Rules"                         the rules and regulations made by the FCA under FSMA, and contained in the
                                            publication of the same name, as amended from time to time
 "United States" or "US"                    the United States of America, its territories and possessions, any state of
                                            the United States and the District of Columbia
 "US Exchange Act"                          the United States Securities Exchange Act of 1934, as amended from time to
                                            time
 "US Securities Act"                        the United States Securities Act of 1933, and the rules and regulations
                                            promulgated thereunder
 "Wider Cicor Group"                        Cicor and the subsidiaries and subsidiary undertakings of Cicor and its
                                            associated undertakings (including any joint venture, partnership, firm or
                                            company in which any member of the Cicor Group is interested or any
                                            undertaking in which Cicor and such undertakings (aggregating their interests)
                                            have a Significant Interest)
 "Wider TT Group"                           TT and the subsidiaries and subsidiary undertakings of TT and its associated
                                            undertakings (including any joint venture, partnership, firm or company in
                                            which any member of the TT Group is interested or any undertaking in which TT
                                            and such undertakings (aggregating their interests) have a Significant
                                            Interest)

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking", "associated undertaking" have the meanings given by the
Companies Act.

References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement. All references to time in this
Announcement are to London time unless otherwise stated.

References to the singular include the plural and vice versa.

 

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