REG - TT Electronics PLC - Response to announcement by DBAY Advisors Limited

TT electronicsAnnouncement

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RNS Number : 5932F  TT Electronics PLC  31 October 2025

 

TT Electronics plc ("TT")

Response to announcement by DBAY Advisors Limited ("DBAY")

TT notes the statement released by DBAY on 30 October 2025 in response to the
earlier announcement of the recommended offer for TT by Cicor Technologies
Ltd. ("Cicor") (the "Cicor Offer") in which DBAY stated it does not intend to
vote in favour of the Cicor Offer. The Board of TT has had dialogue with
several shareholders and welcomes the views of all of its shareholders,
including DBAY.

The Board of TT notes that, in the last three months, it has received three
highly conditional unsolicited all-cash proposals from DBAY to acquire TT.
The first was at a price of 122 pence per TT share, the second at 127 pence
per TT share and the third, received on 7 October 2025, at 130 pence per TT
share. Each of these proposals was unanimously rejected by the TT Board after
careful consideration together with TT's financial advisers Gleacher Shacklock
and Rothschild & Co.

The proposals received from DBAY were each subject to a number of assumptions
and conditions, including undertaking due diligence which DBAY expected to
take eight to ten weeks, and securing financing.

The value of the Cicor Offer, being 155 pence per TT share based on the
closing price of Cicor shares on 29 October 2025, is 25 pence or 19 per cent.
higher than DBAY's latest proposal of 130 pence per TT share.

Against this background, the Board of TT believes that DBAY may in some
respects have a different agenda to other TT shareholders. The Board of TT
remains focused on delivering maximum value for all shareholders and believes
the Cicor Offer is the best route to achieving this objective.

 

Enquiries

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

 Eric Lakin (Chief Executive Officer)
 Gleacher Shacklock (Financial Adviser to TT)

 James Dawson                                   +44 (0) 20 7484 1150

 Jeremy Stamper

 Ruaridh Duff
 Rothschild & Co (Financial Adviser to TT)

 Ravi Gupta                                     +44 (0) 20 7280 5000

 Neil Thwaites

 Matthew Price

 Berenberg (Corporate Broker to TT)

 Harry Nicholas                                 +44 (0) 20 3207 7800

 Ciaran Walsh

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

 Tim Rowntree

 Ollie Hoare

 

Important notices

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 matters referred to in this
announcement 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 matters referred to in this
announcement.

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 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, any
matters referred to in this announcement 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 matters
referred to in this announcement 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 matters referred to in this announcement.
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 matters referred to in this announcement, any
statement contained herein or otherwise.

 

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