REG - TT Electronics PLC - Update to TT Directors’ unanimous recommendation

TT electronicsAnnouncement

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RNS Number : 6408L  TT Electronics PLC  15 December 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

FOR IMMEDIATE RELEASE

15 December 2025

RECOMMENDED FINAL* OFFER

FOR

TT ELECTRONICS PLC ("TT")

BY

CICOR TECHNOLOGIES LTD. ("CICOR")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Update to the TT Directors' unanimous recommendation

Introduction

On 30 October 2025, the boards of directors of TT and Cicor announced that
they had reached agreement on the terms and conditions of a recommended cash
and share acquisition pursuant to which Cicor would acquire the entire issued,
and to be issued, ordinary share capital of TT (the "Acquisition").

On 18 November 2025, the boards of Cicor and TT announced that they had
reached agreement on the terms of a revised final* offer pursuant to which TT
Shareholders will have the ability to receive, for each TT Share held, either
150 pence in cash pursuant to the All Cash Offer, or subject to valid
elections being made, 0.0084 New Cicor Shares pursuant to the Share
Alternative (subject to the terms of the Share Alternative) (the "Final
Offer").

It is intended that the Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). TT
published the circular relating to the Scheme on 25 November 2025 (the "Scheme
Document"). Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document, unless the context requires
otherwise. All references to time in this announcement are to London time,
unless otherwise stated.

* The financial terms of the Final Offer are final and will not be increased
or improved, except that Cicor has reserved the right to increase the amount
of the All Cash Offer and/or improve the financial terms of the Share
Alternative if there is an announcement of an offer or a possible offer for TT
by a third party offeror or potential offeror (in each case other than DBAY
Advisors Limited).

Update to the TT Directors' unanimous recommendation

Under the terms of the Final Offer, which is subject to the full terms and
conditions set out in the Scheme Document, each TT Shareholder at the Scheme
Record Time will be entitled to receive:

For each TT Share:       150 pence in cash (the "All Cash Offer")

OR

to the extent they so validly elect and subject to the terms and conditions
set out in the Scheme Document, 0.0084 New Cicor Shares (the "Share
Alternative")

Based on the three-month volume-weighted average closing price of Cicor Shares
on 29 October 2025 (being the last Business Day before the date of the 2.7
Announcement) of CHF188 and using the CHF/GBP exchange rate of 0.9481 as set
out in Appendix 2 of the 2.7 Announcement, the Share Alternative valued each
TT Share at 150 pence, as at the date of the 2.7 Announcement on 30 October
2025.

However, the TT Directors note the recent decline in Cicor's share price and
the impact on value for TT Shareholders under the Share Alternative. Based on
the closing price of Cicor Shares on 12 December 2025 (being the last Business
Day before the date of this announcement) of CHF131 and the CHF/GBP exchange
rate of 0.9409*, the Share Alternative now values each TT share at 135 pence.

The TT Directors continue to believe that the All Cash Offer fairly values TT
and its future prospects. However, the TT Directors believe that the Share
Alternative currently undervalues TT and its future prospects.

Therefore, the TT Directors, who have been so advised by Gleacher Shacklock
and Rothschild & Co. as to the financial terms of the Final Offer, now
consider only the terms of the All Cash Offer 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 continue to recommend unanimously that TT
Shareholders vote in favour of the Scheme at the Court Meeting and the TT
Resolutions at the General Meeting. However, TT Shareholders should consider
the updated views of the TT Directors when they decide whether to elect, in
full or in part, for the Share Alternative, rather than receiving the All Cash
Offer in respect of their entire holdings of TT Shares.

The TT Directors note that TT Shareholders who return, or who have already
returned, an election in respect of the Share Alternative and wish to withdraw
or amend such election can do so by notifying Equiniti in writing by no later
than the Election Return Time, which is currently expected to be 1.00 p.m. on
the date that is one Business Day prior to the Scheme Court Hearing. TT
shareholders may therefore wish to monitor the Cicor share price, until such
date. Full details on the process for making (and withdrawing) elections in
respect of the Share Alternative are set out in Part VI (Notes for making a
Share Alternative Election) of the Scheme Document.

TT Shareholders are recommended to seek their own independent financial, tax
and legal advice in light of their own particular circumstances and investment
objectives before deciding whether to elect, in full or in part, for the Share
Alternative. Any decision should also be based on a full consideration of this
announcement, the 2.7 Announcement, the Revised Offer Announcement, the Scheme
Document, and other relevant information.

*The CHF/GBP exchange rate taken at 4.30.p.m. CET on 12 December 2025 has been
derived from Bloomberg.

Enquiries:

 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

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.

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 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 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 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 regulation.

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. Neither this announcement nor any other material
relating to the New Cicor Shares constitutes a prospectus pursuant to the
Swiss Financial Services Act.

Overseas Shareholders

The availability of the Acquisition to TT Shareholders who are not resident in
the United Kingdom may be affected by the laws or regulations of the relevant
jurisdictions in which they are resident. It is the responsibility of any
person outside the United Kingdom into whose possession the Scheme Document
comes to satisfy themselves as to the full observance of the laws or
regulations of the relevant jurisdiction in connection with the Acquisition,
including the obtaining of any governmental, exchange control or other
consents which may be required and compliance with other necessary formalities
which are required to be observed and the payment of any issue, transfer or
other taxes or levies due in such jurisdiction. In particular, the ability of
persons who are not resident in the United Kingdom, or who are subject to the
laws of another jurisdiction, to elect for the Share Alternative may be
affected by the laws or regulations 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 or regulations 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.

Unless otherwise determined by Cicor or required by the Takeover 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
Scheme by any such use, means, instrumentality or facilities from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws or regulations of that jurisdiction. Copies of this
announcement, the Scheme Document and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, in whole
or in part, 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 or regulations of that jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. Any person (including, without limitation, any
custodian, nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward the Scheme Document and any
other related document to any jurisdiction other than the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.

The availability of the Share Alternative to TT Shareholders who are not
resident in the United Kingdom may be affected by the laws or regulations of
the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements.

If the Acquisition is implemented (subject to the consent of the Panel and
subject to and in accordance with the terms of the Co-operation Agreement) 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 means or
instrumentality (including, but not limited to, facsimile, e-mail 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.

The Acquisition is subject to, among other things, the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the UK
Listing Rules and, if the Acquisition is implemented (subject to the consent
of the Panel and subject to and in accordance with the terms of the
Co-operation Agreement) by way of a Takeover Offer, all applicable US laws and
regulations, including any applicable exemptions under the US Exchange Act.

Overseas shareholders should consult their own legal and tax advisers with
respect to the legal and tax consequences of the Scheme.

Notice to US TT Shareholders

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the laws of England and
Wales. 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.

The financial information included in 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 issued under the Share Alternative 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 US 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 or the securities laws of any relevant state or territory.

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 of the TT
Shares by way of a Takeover Offer (subject to the consent of the Panel (where
required) and the terms of the Co-operation Agreement)which is made into the
United States, such a Takeover Offer will be made and in compliance with
applicable US tender offer regulations and applicable US laws and regulations,
and in respect of the New Cicor Shares, pursuant to exemptions from, or in
transactions not subject to, the registration requirements under the US
Securities Act. Such a Takeover Offer would be made in the US by Cicor and no
one else. The settlement procedure with respect to the Acquisition will be
consistent with UK practice, which differs from US domestic tender offer
procedures in certain material respects, particularly with regard to the date
of payment.

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 Share
Alternative, nor determined whether the Scheme Document 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 or to enforce a judgment of a US court
predicated upon the federal and state securities laws of the US, since Cicor
and TT are located in countries other than the US, some of the assets of Cicor
or TT are located outside of the US, and some or all of their officers and
directors may be residents of countries other than the US. Therefore,
investors may have difficulty effecting service of process within the US upon
those persons or recovering against Cicor, TT or their respective officers or
directors on judgments of US courts, including judgment based upon the civil
liability provisions of the US federal securities laws. 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 the event that the Acquisition is implemented by way of a Takeover Offer
(subject to the consent of the Panel (where required) and subject to and in
accordance with the terms of the Co-operation Agreement), 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. The receipt of consideration by a US TT
Shareholder for the transfer of its TT Shares pursuant to the Acquisition may
be a taxable transaction for United States federal income tax purposes and may
also be a taxable transaction under applicable state and local tax laws, as
well as non-US and other tax laws. US TT Shareholders are urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding the Acquisition and the tax consequences of the Acquisition,
applicable to them, including under applicable US and local, as well as
overseas and other, tax laws.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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) of the Takeover Code
applies must be made by no later than 3.30 p.m. on the tenth business day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 p.m. on the tenth 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 Takeover Code, any person who is, or becomes,
interested in 1 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule
8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. 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 of the Takeover
Code.

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 Takeover 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
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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

Publication on a website

A copy of this announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on TT's
website at www.ttelectronics.com/investors/recommended-offer-cicor/ by no
later than 12.00 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of this website is not
incorporated into and does not form part of this announcement.

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