REG - DBAY Advisors Ltd TT Electronics PLC Cicor Technologies - Statement re Possible Offer for TT Electronics Plc

TT electronicsAnnouncement

09/12/2025 16:30

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RNS Number : 8905K  DBAY Advisors Limited  09 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

FOR IMMEDIATE RELEASE

 

9 December 2025

DBAY Advisors Limited ("DBAY")

Statement regarding a possible offer for TT Electronics Plc ("TT Electronics"
or the "Company")

Following the publication of the scheme document in relation to the
recommended offer for TT Electronics by Cicor Technologies Ltd ("Cicor") on 25
November 2025 in connection with the court and general meetings to be held on
17 December 2025, DBAY believes that the terms of Cicor's offer as set out in
the scheme document are unattractive, and DBAY therefore intends to vote
against the scheme of arrangement.

DBAY also announces that it is considering a possible offer for the entire
issued and to be issued ordinary shares of TT Electronics (save for those
already owned by funds managed or advised by DBAY).

DBAY has been granted access to due diligence by the board of TT Electronics,
but there can be no certainty that any offer for the Company will be made. A
further announcement will be made as appropriate.

As at today's date, DBAY holds an interest in 43,717,928 ordinary shares of TT
Electronics, representing approximately 24.5 per cent. of TT Electronics'
issued ordinary share capital. Pursuant to Rule 2.4(c)(iii) of the Code, if
DBAY were to make an offer, under Rule 11 of the Code DBAY would be required
to make an offer at no less than 149 pence per share in cash.

In accordance with Rule 2.6(d) and Section 4 of Appendix 7 of the Code, the
Panel will announce the deadline by which DBAY is required to do one of the
following: (i) announce a firm intention to make an offer for TT Electronics
in accordance with Rule 2.7 of the Code; or (ii) announce that it does not
intend to make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies.

Prior to this announcement it has not been practicable for DBAY to make
enquiries of all persons acting in concert with them to determine whether any
dealings in TT Electronics' shares by such persons give rise to any other
requirement under Rule 6 or Rule 11 of the Code for DBAY, if they were to make
an offer, to offer any minimum level, or particular form, of consideration. In
accordance with note 4 on Rule 2.4 of the Code, any such details shall be
announced as soon as practicable and in any event by no later than 12.00 noon
(London time) on 23 December 2025.

A further announcement will be made if and when appropriate.

Enquiries:

 Investec Bank plc (Financial Adviser to DBAY)  +44 (0) 207 597 5970
 Gary Clarence, Marc Potel, Harry Hargreaves

 

 

 

The person at DBAY responsible for making this announcement is Mike Haxby,
Partner.

 

Inside information

This announcement contains inside information as defined in the UK version of
the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a Regulatory Information Service, such inside
information will be considered to be in the public domain.

 

Important notices

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

 

The release, publication or distribution of this announcement, in whole or in
part, directly or indirectly, in jurisdictions outside the United Kingdom may
be restricted by law and, therefore, persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

 

Investec Bank PLC ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK, is acting as financial adviser
exclusively for DBAY and no one else in connection with the matters set out in
this announcement and will not be responsible to any person other than DBAY
for providing the protections afforded to clients of Investec, nor for
providing advice in relation to the content of this announcement or any matter
referred to herein. Neither Investec nor any of its subsidiaries, branches or
affiliates 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 Investec in connection with
this announcement, any statement contained herein or otherwise.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.dbayadvisors.com
(http://www.dbayadvisors.com) , by no later than 12 noon (London time) on the
business day following the date of this announcement .

The content of the website referred to above is not incorporated into and does
not form part of this announcement.

Disclosure requirements of the Takeover Code

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.

 

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