REG - TT Electronics PLC - Results of Court Meeting and General Meeting

TT electronicsAnnouncement

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RNS Number : 0343O  TT Electronics PLC  07 January 2026

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 January 2026

RECOMMENDED OFFER

FOR

TT ELECTRONICS PLC ("TT")

BY

CICOR TECHNOLOGIES LTD. ("CICOR")

RESULTS OF COURT MEETING AND GENERAL MEETING

LAPSING OF SCHEME

Introduction

On 30 October 2025, the boards 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 TT and Cicor announced that they had
reached agreement on the terms of a revised final offer pursuant to which TT
Shareholders would 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).

It was proposed that the Acquisition would 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.

Results of Court Meeting and General Meeting

Earlier today, TT held the Court Meeting and General Meeting in relation to
the Scheme. The percentages of votes in favour of the resolutions at the Court
Meeting and General Meeting were, in each case, below the minimum thresholds
required to approve the Scheme.

As a result, Conditions 2(a)(i) and 2(b)(i) to the Scheme have not been
satisfied and the Scheme and the Acquisition have lapsed.

Commenting on the results of the Meetings, Warren Tucker, Chairman of TT,
said:

"The TT Board is committed to representing the interests of all of TT's
shareholders and wider stakeholders and has fulfilled its duty to present the
Acquisition to TT shareholders for their consideration, given its value.

As only 51.77% of shareholders by value voted in favour of the Scheme, the TT
Board notes that the Acquisition will not now proceed. The result is clear and
the TT Board will continue to focus on existing business delivery.

Against this background, the TT Board intends to consult with its principal
shareholders on its proposed strategy to take the business forward. TT is
clearly at an inflection point and accordingly, after two three-year terms as
Chairman, I have informed the TT Board that I intend to step down. The TT
Board has asked me to remain until the AGM in May in order to allow for an
orderly transition. The TT Board will now commence the process for identifying
my successor."

Current trading

Although the business continues to face the near-term headwinds previously
communicated, the TT Board believes that both improved market dynamics and
operational execution should support recovery in TT's financial performance
over the medium-term. During the offer period, the TT Board has continued to
run the business focussing on the delivery of the 2025 plan and building order
intake for 2026 and beyond.

The TT Board expects full year 2025 adjusted operating profit to be at least
in line with the previous guidance of £33.7 million, subject to audit.
Expectations for 2026 adjusted operating profit remain unchanged.

Further detail on the results of the Meetings

On 10 December 2025, TT announced an intention to adjourn the Court Meeting
and the General Meeting, which were originally scheduled for 17 December 2025,
to allow further time for engagement with TT Shareholders. On 19 December
2025, TT announced an extension to the adjournment to allow further time for
engagement with TT Shareholders. The adjourned Meetings took place today.

Full details of the resolutions that were proposed at the Court Meeting and
the General Meeting are set out in the Notice of the Court Meeting and the
Notice of the General Meeting contained in Parts XIV and XV of the Scheme
Document.

Voting results for the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present in person or by proxy was entitled to one vote per
Scheme Share held at the Voting Record Time.

 Results of Court Meeting  Scheme Shares voted      Scheme Shareholders who voted     Number of Scheme Shares voted as a percentage of issued ordinary share capital
                                                                                      entitled to vote on the Scheme*
                           Number       %*          Number**         %*
 FOR                       66,567,557   51.77       168              91.30            37.26
 AGAINST                   62,004,043   48.23       23               12.50            34.71
 TOTAL                     128,571,600  100.00      184              103.80           71.97

* All percentages rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "For" and some of
their votes "Against" the resolution, such Scheme Shareholder has been counted
as having voted both "For" and "Against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column. This also results in the percentages in the fifth column of the above
table being, in total, over 100%.

Voting results for the General Meeting

The table below sets out the results of the poll at the General Meeting. Each
TT Shareholder present in person or by proxy was entitled to one vote per TT
Share held at the Voting Record Time.

                                                                           FOR                AGAINST            TOTAL        WITHHELD*
                                                                           Number      %**    Number      %**    Number       Number

 Resolution

 To give effect to the Scheme, including the amendment of the articles of  67,278,973  52.03  62,020,562  47.97  129,299,535  251
 association of TT

*A vote withheld is not a vote in law and, accordingly, is not counted in the
calculation of the proportion of votes "For" nor "Against" the Special
Resolution.

**All percentages have been rounded to two decimal places.

The total number of TT Shares in issue at the Voting Record Time was
178,648,793. As at the Voting Record Time, no TT Shares were held in treasury.
Therefore, the total voting rights in TT as at the Voting Record Time were
178,648,793 votes.

This information will also shortly be available to view on TT's website at:
www.ttelectronics.com/investors.

As the Acquisition has lapsed, TT is no longer in an "offer period" for the
purposes of the Takeover Code.

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

The person responsible for making this announcement on behalf of TT is Ian
Buckley, General Counsel and Group Company Secretary of TT.

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.

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