REG - Volex PLC TT Electronics PLC - Publication of Investor Presentation

TT electronicsAnnouncement

21/11/2024 10:00

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RNS Number : 1630N  Volex PLC  21 November 2024

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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND
ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED

FOR IMMEDIATE RELEASE

 

21 November 2024

Volex plc ("Volex" or the "Group")

Publication of Investor Presentation in relation to a Possible Offer for TT
Electronics plc ("TT Electronics" or the "Company")

 

Further to the announcement on 15 November 2024 in relation to the latest cash
and shares offer made by Volex for the entire issued and to be issued share
capital of TT Electronics (the "Second Proposal"), Volex announces today that
it has published an investor presentation (the "Presentation") in relation to
the possible transaction.

The Presentation has been made available on the Volex website and highlights:

-     The compelling strategic rationale for the proposed combination of
Volex and TT Electronics;

-     TT Electronics' historical underperformance and failure to meet its
medium term targets;

-     Volex's track record of profitable growth and shareholder value
creation led by the current management team; and

-     The merits of the highly attractive Second Proposal to both sets of
shareholders.

Lord Rothschild, Executive Chairman of Volex, said:

"Since our announcement on 15 November 2024, we have engaged extensively with
the top shareholders of Volex and TT Electronics. Today's presentation shines
a spotlight on the compelling strategic and financial merits of a combination
of Volex and TT Electronics in order to create significant value for those
shareholders.

To date, the Board of TT Electronics has chosen not to engage with Volex and
instead continues to focus on a standalone journey that has, since 1 January
2018, led to share price erosion of 65% prior to Volex's interest being made
public, and to derive implied value from a "recently received" all-cash
indicative proposal from an unidentified third party that was also dismissed
and, in any case, is not presently available to TT Electronics shareholders.

Our Second Proposal is therefore the only alternative to the status quo
currently available, providing a mixture of an immediate partial cash exit and
future upside returns as a shareholder in the enlarged company.

We strongly encourage TT Electronics shareholders to urge their Board to
engage with Volex in order to deliver an expeditious and highly attractive
outcome for all shareholders."

 

The Presentation is or will soon be made available on Volex's possible offer
microsite (subject to certain access restrictions) at the following link:
https://www.volex.com/investor-relations/possible-offer-for-tt-electronics-plc/

 

Enquiries:

 Volex plc                                                                +44 (0) 12 5644 2570
 Lord Rothschild, Executive Chairman
 Jon Boaden, Chief Financial Officer

 Jefferies International Limited (Joint Financial Adviser)                +44 (0) 20 7029 8000
 Philip Noblet
 John Park
 Chris Squire
 Sam Barnett

 Peel Hunt LLP (Joint Financial Adviser, Nominated Adviser & Broker)      +44 (0) 20 7418 8900
 Ed Allsopp
 Michael Nicholson
 Dom Convey
 Sam Cann

 Sodali & Co. (Media Enquiries)                                           +44 (0)78 5543 2699
 James White
 Nicholas Johnson

 

Important Notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Volex and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Volex for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to any matter referred to in
this announcement. Neither Jefferies nor any of its 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 Jefferies in connection with this announcement, any statement
contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as joint
financial adviser, nominated adviser and corporate broker to Volex and for no
one else in connection with the matters referred to in this announcement and
will not be responsible to any person other than Volex for providing the
protections afforded to clients of Peel Hunt, nor for providing advice in
relation to the matters referred to herein. Neither Peel Hunt nor any of its
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 Peel Hunt in connection with
the matters referred to in this announcement, or otherwise.

This announcement is not intended to, and does not, constitute or form part of
any 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, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

The release, distribution or publication of this announcement in whole or in
part, directly or indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by laws of the relevant jurisdictions 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
jurisdiction.

Overseas jurisdictions

The distribution of this announcement, in whole or in part, in, into or from
any jurisdictions other than the United Kingdom may be restricted by the laws
of those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdictions.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 1%
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 pm (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).

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 Takeover 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.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Volex at http://www.volex.com/investor-relations
promptly and by no later than 12 noon (London time) on the business day
following this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

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