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REG - Cicor Technologies TT Electronics PLC - Form 8 - Cicor Technologies Ltd.

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RNS Number : 4604H  Cicor Technologies Ltd  13 November 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Cicor Technologies Ltd.
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Cicor Technologies Ltd.
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         12 November 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary (CHF 10.00)

                                                                      Interests       Short positions

                                                                      Number  %       Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     -       Nil       -
 (2) Cash-settled derivatives:                                        Nil     -       Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil     -       Nil       -
 purchase/sell:
                                                                      Nil     -       Nil       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 A) Interests in ordinary shares in Cicor Technologies Ltd. held by directors
 and executive leadership team of Cicor Technologies Ltd. and their close
 relatives and related trusts

Name                         Number of Cicor Technologies Ltd. ordinary shares  Percentage of issued ordinary share capital of Cicor Technologies Ltd. (%) 1 
                                         (#_ftn1)
 Daniel Frutig 2  (#_ftn2)    9,101                                              0.21
 Norma Corio 3  (#_ftn3)      1,278                                              0.03
 Denise Koopmans 4  (#_ftn4)  1,685                                              0.04
 Alexander Hagemann           18,534                                             0.42
 Peter Neumann                5,231                                              0.12
 Marco Kechele                2,303                                              0.05
 Total                        38,132                                             0.87

 

 B) Interests held as options or awards (whether vested or unvested and whether
 or not subject to conditions) held by directors and executive leadership team
 of Cicor Technologies Ltd. in ordinary shares in Cicor Technologies Ltd.

Name                Scheme under which granted  Date of grant     Price at grant (exercise price) (CHF)  Number of ordinary shares  Vesting date                    Expiry date
 Daniel Frutig       N/A 5  (#_ftn5)             17 April 2025     Nil                                    1,093                      16 April 2026                   N/A
 Norma Corio         N/A 6  (#_ftn6)             17 April 2025     Nil                                    875                        16 April 2026                   N/A
 Denise Koopmans     N/A 7  (#_ftn7)             17 April 2025     Nil                                    875                        16 April 2026                   N/A
 Alexander Hagemann  PSOP 2022-2024              1 January 2022    52.80                                  4,032                      31 December 2024 8  (#_ftn8)    31 December 2028
           PSOP 2023-2025              1 January 2023    42.90                                  6,743                      31 December 2025 9  (#_ftn9)    31 December 2029
           PSOP 2024-2026              1 January 2024    49.80                                  22,430                     31 December 2026                31 December 2030
           PSOP 2025-2027              1 January 2025    60.00                                  23,726                     31 December 2027                31 December 2031
           PSP 2023-2025               1 January 2023    Nil                                    4,578                      31 December 2025 10  (#_ftn10)  N/A
           PSP 2024-2026               1 January 2024    Nil                                    10,892                     31 December 2026                N/A
           PSP 2025-2027               1 January 2025    Nil                                    9,340                      31 December 2027                N/A
           Special PSP                 1 September 2025  Nil                                    2,324                      31 December 2027                N/A
 Peter Neumann       PSOP 2023-2025              1 January 2023    42.90                                  3,372                      31 December 2025 11  (#_ftn11)  31 December 2029
           PSOP 2024-2026              1 January 2024    49.80                                  11,691                     31 December 2026                31 December 2030
           PSOP 2025-2027              1 January 2025    60.00                                  12,513                     31 December 2027                31 December 2031
           PSP 2023-2025               1 January 2023    Nil                                    2,288                      31 December 2025                N/A
           PSP 2024-2026               1 January 2024    Nil                                    5,676                      31 December 2026                N/A
           PSP 2025-2027               1 January 2025    Nil                                    4,926                      31 December 2027                N/A
           Special PSP                 1 September 2025  Nil                                    2,008                      31 December 2027                N/A
 Marco Kechele       PSOP 2023-2025              1 January 2023    42.90                                  3,372                      31 December 2025 12  (#_ftn12)  31 December 2029
           PSOP 2024-2026              1 January 2024    49.80                                  10,059                     31 December 2026                31 December 2030
           PSOP 2025-2027              1 January 2025    60.00                                  10,826                     31 December 2027                31 December 2031
           PSP 2023-2025               1 January 2023    Nil                                    2,288                      31 December 2025                N/A
           PSP 2024-2026               1 January 2024    Nil                                    4,884                      31 December 2026                N/A
           PSP 2025-2027               1 January 2025    Nil                                    4,262                      31 December 2027                N/A
           Special PSP                 1 September 2025  Nil                                    2,008                      31 December 2027                N/A

 

 C) Interests in ordinary shares in Cicor Technologies Ltd. held by OEP 80 B.V.

Name         Number of Cicor Technologies Ltd. ordinary shares  Percentage of issued ordinary share capital of Cicor Technologies Ltd. (%)
 OEP 80 B.V.  1,881,026                                          42.86

 

 

B) Interests held as options or awards (whether vested or unvested and whether
or not subject to conditions) held by directors and executive leadership team
of Cicor Technologies Ltd. in ordinary shares in Cicor Technologies Ltd.

 

 Name                Scheme under which granted  Date of grant     Price at grant (exercise price) (CHF)  Number of ordinary shares  Vesting date                    Expiry date
 Daniel Frutig       N/A 5  (#_ftn5)             17 April 2025     Nil                                    1,093                      16 April 2026                   N/A
 Norma Corio         N/A 6  (#_ftn6)             17 April 2025     Nil                                    875                        16 April 2026                   N/A
 Denise Koopmans     N/A 7  (#_ftn7)             17 April 2025     Nil                                    875                        16 April 2026                   N/A
 Alexander Hagemann  PSOP 2022-2024              1 January 2022    52.80                                  4,032                      31 December 2024 8  (#_ftn8)    31 December 2028
                     PSOP 2023-2025              1 January 2023    42.90                                  6,743                      31 December 2025 9  (#_ftn9)    31 December 2029
                     PSOP 2024-2026              1 January 2024    49.80                                  22,430                     31 December 2026                31 December 2030
                     PSOP 2025-2027              1 January 2025    60.00                                  23,726                     31 December 2027                31 December 2031
                     PSP 2023-2025               1 January 2023    Nil                                    4,578                      31 December 2025 10  (#_ftn10)  N/A
                     PSP 2024-2026               1 January 2024    Nil                                    10,892                     31 December 2026                N/A
                     PSP 2025-2027               1 January 2025    Nil                                    9,340                      31 December 2027                N/A
                     Special PSP                 1 September 2025  Nil                                    2,324                      31 December 2027                N/A
 Peter Neumann       PSOP 2023-2025              1 January 2023    42.90                                  3,372                      31 December 2025 11  (#_ftn11)  31 December 2029
                     PSOP 2024-2026              1 January 2024    49.80                                  11,691                     31 December 2026                31 December 2030
                     PSOP 2025-2027              1 January 2025    60.00                                  12,513                     31 December 2027                31 December 2031
                     PSP 2023-2025               1 January 2023    Nil                                    2,288                      31 December 2025                N/A
                     PSP 2024-2026               1 January 2024    Nil                                    5,676                      31 December 2026                N/A
                     PSP 2025-2027               1 January 2025    Nil                                    4,926                      31 December 2027                N/A
                     Special PSP                 1 September 2025  Nil                                    2,008                      31 December 2027                N/A
 Marco Kechele       PSOP 2023-2025              1 January 2023    42.90                                  3,372                      31 December 2025 12  (#_ftn12)  31 December 2029
                     PSOP 2024-2026              1 January 2024    49.80                                  10,059                     31 December 2026                31 December 2030
                     PSOP 2025-2027              1 January 2025    60.00                                  10,826                     31 December 2027                31 December 2031
                     PSP 2023-2025               1 January 2023    Nil                                    2,288                      31 December 2025                N/A
                     PSP 2024-2026               1 January 2024    Nil                                    4,884                      31 December 2026                N/A
                     PSP 2025-2027               1 January 2025    Nil                                    4,262                      31 December 2027                N/A
                     Special PSP                 1 September 2025  Nil                                    2,008                      31 December 2027                N/A

 

C) Interests in ordinary shares in Cicor Technologies Ltd. held by OEP 80 B.V.

 

 Name         Number of Cicor Technologies Ltd. ordinary shares  Percentage of issued ordinary share capital of Cicor Technologies Ltd. (%)
 OEP 80 B.V.  1,881,026                                          42.86

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii)  the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

Name                           Agreement, arrangement or understanding                                        Number of Cicor Technologies Ltd. ordinary shares held by relevant person(s)  Percentage of issued ordinary share capital of Cicor Technologies Ltd.
                                                        that the agreement, arrangement or understanding relates to 13  (#_ftn13)
 Daniel Frutig 14  (#_ftn14)    Contractual agreement to not dispose of shares for a three-year period ending  1,220                                                                         0.03
                 18 April 2026
                 Contractual agreement to not dispose of shares for a three-year period ending  1,479                                                                         0.03
                 19 April 2027
                 Contractual agreement to not dispose of shares for a three-year period ending  1,962                                                                         0.04
                 18 April 2028
 Norma Corio 15  (#_ftn15)      Contractual agreement to not dispose of shares for a three-year period ending  493                                                                           0.01
                 19 April 2027
                 Contractual agreement to not dispose of shares for a three-year period ending  785                                                                           0.02
                 18 April 2028
 Denise Koopmans 16  (#_ftn16)  Contractual agreement to not dispose of shares for a three-year period ending  407                                                                           0.01
                 18 April 2026
                 Contractual agreement to not dispose of shares for a three-year period ending  493                                                                           0.01
                 19 April 2027
                 Contractual agreement to not dispose of shares for a three-year period ending  785                                                                           0.02
                 18 April 2028
 Alexander Hagemann             Contractual agreement to not dispose of shares for a three-year period ending  1,179                                                                         0.03
                 1 September 2028
 Peter Neumann                  Contractual agreement to not dispose of shares for a three-year period ending  1,018                                                                         0.02
                 1 September 2028
 Marco Kechele                  Contractual agreement to not dispose of shares for a three-year period ending  1,018                                                                         0.02
                 1 September 2028

 

 

 

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  13 November 2025
 Contact name:        Lukas Nänni
 Telephone number:    +41 71 913 73 09

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 1  (#_ftnref1)  Excludes treasury shares. Percentages have been given to two
decimal places.

 2  (#_ftnref2) Shares are held through Daniel Frutig, his close relatives
(Eva Frutig, Anna Frutig) and an associated company (EvolutionF AG).

 3  (#_ftnref3) Shares are jointly held by Norma Corio and her close relative
(Lawrence Corio).

 4  (#_ftnref4) Shares are held through an associated company (K+Co Consulting
GmbH).

 5  (#_ftnref5) These shares were awarded as part of the overall remuneration
package for the board of directors for the 2025-2026 financial year.

 6  (#_ftnref6) As above.

 7  (#_ftnref7) As above.

 8  (#_ftnref8) The vesting date for these options based on applicable scheme
rules is as stated. However, in practice, board approval of satisfaction of
applicable conditions in respect of these options took place in 18 April 2025
and the stated number of options vested thereafter.

 9  (#_ftnref9) For options granted under the PSOP, vesting of the relevant
options is subject to board approval based on the satisfaction of applicable
conditions, which may take place later than 31 December of the relevant year.

 10  (#_ftnref10) For shares granted under the PSP, vesting of the relevant
shares is subject to board approval based on the satisfaction of applicable
conditions, which may take place later than 31 December of the relevant year.

 11  (#_ftnref11) As above.

 12  (#_ftnref12) As above.

 13  (#_ftnref13) Agreements, arrangements or understandings set out in this
table relate to shares held by the relevant person(s) as disclosed under
section 3(A) above.

 14  (#_ftnref14) Shares are held through Daniel Frutig, his close relatives
(Eva Frutig, Anna Frutig) and an associated company (EvolutionF AG).

 15  (#_ftnref15) Shares are jointly held by Norma Corio and her close
relative (Lawrence Corio).

 16  (#_ftnref16) Shares are held through an associated company (K+Co
Consulting GmbH).

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