REG - Cicor Technologies TT Electronics PLC - Disclosure under Rule 2.10(c) of the Takeover Code

TT electronicsAnnouncement

06/11/2025 07:00

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RNS Number : 3949G  Cicor Technologies Ltd  06 November 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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

6 November 2025

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

RECOMMENDED CASH AND SHARE ACQUISITION

OF

TT ELECTRONICS PLC ("TT")

BY

CICOR TECHNOLOGIES LTD. ("Cicor")

 

Update on Irrevocable Undertakings and Letters of Intent

On 30 October 2025 the Boards of TT and Cicor made an announcement pursuant to
Rule 2.7 of the Takeover Code (the "2.7 Announcement") of a recommended cash
and shares acquisition pursuant to which Cicor will acquire the entire issued
and to be issued ordinary share capital of TT (the "Acquisition"). It is
intended that the Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").

As set out the in the 2.7 Announcement, Cicor received a non-binding letter of
intent from Aberforth Partners LLP ("Aberforth"), stating its current
intention to vote (or procure a vote) in favour of the Scheme at the Court
Meeting and the TT Resolutions at the General Meeting in respect of 17,753,869
TT Shares, representing approximately 10 per cent. of the issued share capital
of TT as at 29 October 2025, being the last Business Day before the 2.7
Announcement (the "Aberforth Letter of Intent"). 1 

TT was informed by Aberforth on 5 November 2025 that Aberforth has disposed of
2,500,000 TT Shares and so the total number of TT Shares which are subject to
the Aberforth Letter of Intent is now 15,253,869 TT Shares, representing
approximately 8.56% per cent. of the issued share capital of TT as at the
close of business on 4 November 2025, being the last Business Day prior to the
date of this announcement (the "Announcement").

Accordingly, the total number of TT Shares which are subject to either
irrevocable undertakings or non-binding letters of intent is now 15,531,846 TT
Shares (representing approximately 8.72% per cent. of the issued share capital
of TT) as at close of business on 4 November 2025, being the last Business Day
prior to the date of this announcement.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
2.7 Announcement.

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)               +44 (0) 20 3757 4980
 Ed Gascoigne-Pees, Executive Director
 TT                                             +44 (0) 1932 827 779
 Warren Tucker (Chair)

 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

Important notices relating to financial advisers

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, the Rule 2.7
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 or the Rule 2.7 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.

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 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the 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.

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.

Publication on a 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 TT's website at
https://www.ttelectronics.com/investors/recommended-offer-cicor/
(https://www.ttelectronics.com/investors/recommended-offer-cicor/) and Cicor's
website at
https://www.cicor.com/en/investors/cicor-recommended-offer-for-tt-electronics/
(https://www.cicor.com/en/investors/cicor-recommended-offer-for-tt-electronics/)
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.

 

 

 1      The 2.7 Announcement includes reference to the Aberforth Letter of
Intent applying in the event that the Acquisition is subsequently implemented
by way of a Takeover Offer. By way of correction, the Aberforth Letter of
Intent applies only in connection with Aberforth's intention to vote in favour
of the Scheme at the Court Meeting and the TT Resolutions at the General
Meeting. The summary of the Aberforth Letter of Intention in Appendix 3 to the
Rule 2.7 Announcement remains correct.

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