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Recommended Offer for TT Electronics Plc

Published: 30/10/2025, 07:00

RNS Number : 4816F

Cicor Technologies Ltd

30 October 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30 October 2025

RECOMMENDED CASH AND SHARE ACQUISITION
of
TT Electronics plc
by
Cicor Technologies Ltd.

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Summary

· The boards of directors of Cicor Technologies Ltd. ("Cicor") and TT Electronics plc ("TT") are pleased to announce that they have reached agreement on the terms of a recommended cash and share acquisition pursuant to which Cicor will acquire the entire issued and to be issued ordinary share capital of TT (the "Acquisition"). The Acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in ‎Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each TT Shareholder at the Scheme Record Time will be entitled to receive:

For each TT Share:	100 pence in cash; and
	0.0028 New Cicor Shares

· Based on the closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 155 pence (the "Offer Value") and values TT's entire issued and to be issued ordinary share capital at approximately £287 million on a fully diluted basis.

· Based on the three-month volume-weighted average closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 150 pence.

· The Offer Value represents:

· a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on 29 October 2025 (being the Latest Practicable Date);

· a premium of approximately 53 per cent. to the volume-weighted average price of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date); and

· a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months prior to the date of this Announcement).

· Immediately following completion of the Acquisition, it is expected that TT Shareholders will own approximately 10 per cent. of Cicor.

· The Acquisition fits squarely with Cicor's long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding specifications and complex technical applications. The Cicor Directors and TT Directors believe that the Acquisition presents a compelling strategic rationale, while offering upfront value to TT Shareholders and a significant additional value creation opportunity for shareholders of the Enlarged Cicor Group.

· A Mix and Match Facility will also be made available to TT Shareholders (other than Restricted Overseas Persons) in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New Cicor Shares in respect of their holdings of TT Shares. However, the total number of New Cicor Shares to be issued and the maximum aggregate amount of cash consideration to be paid under the terms of the Acquisition will not be varied as a result of elections under the Mix and Match Facility. Please refer to paragraph 7 (Mix and Match Facility) of this Announcement for further details on the Mix and Match Facility.

· Cicor intends prior to the Effective Date to establish a CREST depositary interest structure for the benefit of the TT Shareholders who hold their TT Shares in uncertificated form so as to facilitate the trading of the New Cicor Shares from outside of Switzerland. Details of how TT Shareholders can hold, access and trade the New Cicor Shares will be set out in the Scheme Document.

Commenting on the Acquisition, Alexander Hagemann, CEO of Cicor, said:

"The combination of Cicor and TT is a decisive, transformative step that accelerates delivery of our long-term strategy, and positions the Enlarged Cicor Group as the largest pure play global EMS provider in the high mix low volume business, with a diversified footprint across our key geographies. This unique combination brings together two highly complementary businesses, creating a platform of scale and capability across the full value chain - from complex system-level integration to electromagnetic components. It enables us to serve customers as a true innovation partner in high-growth sectors such as A&D and healthcare technology, whilst maintaining a strategic focus on industrial automation.

The Acquisition is fully aligned with our strategy to deepen customer relevance, expand in priority markets, and scale technology-enabled solutions, and we see clear and compelling synergy potential, supported by a detailed integration plan and proven execution playbook, giving us high confidence in delivering meaningful, durable, value creation."

Commenting on the Acquisition, Konstantin Ryzhkov, Partner at One Equity Partners and Cicor Director, said:

"As a longstanding shareholder of Cicor, One Equity Partners, known for helping companies to become global leaders, is fully supportive of Cicor's offer for TT that will create the leading global pure play EMS provider in high mix low volume business with greater than CHF1.2 billion in combined revenues and sector leading EBITDA margins. We look forward to continuing our partnership with the talented Cicor management team and Cicor Directors as we jointly embark on the next stage of growth and to participating in the expected significant value creation opportunity together with other shareholders of the Enlarged Cicor Group in the medium to longer-term."

Commenting on the Acquisition, Warren Tucker, Chair of TT, said:

"The TT Directors consider that TT's insufficient scale has affected its growth and profitability, and has constrained its ability to optimise its portfolio. In addition, the uncertain macroeconomic and geopolitical outlook represent elevated risks given TT's scale. Furthermore, the TT Directors are cognisant of the challenges and low trading liquidity that companies of TT's size face in the UK public markets.

Against this background, TT has undertaken a number of actions to stabilise and improve its financial and operational performance, particularly during 2025, and the business is currently growing strongly in Europe. The TT Directors believe that these recent steps have better positioned TT to deliver value for shareholders in the long-term and have created a stronger foundation from which to enter into a transaction.

Cicor has made a compelling offer which delivers accelerated value for shareholders and represents an attractive premium to recent trading levels and crystallises a substantial proportion of shareholder value in cash today. At the same time, TT Shareholders retain the ability to benefit from the significant potential synergies and future upside from their continued ownership in the Enlarged Cicor Group. There is the potential of enhancing this through the Mix and Match Facility. Importantly, the TT Directors believe that the combination of Cicor and TT represents an exciting opportunity for future growth and is in the best interests of all stakeholders, including our customers and employees."

Background to and reasons for the Acquisition

· Cicor has followed TT over the years with great respect and admiration for its engineering and manufacturing capabilities. In particular, the strength of its capabilities as an EMS provider, together with engineering of power systems and manufacturing of custom components (cable assemblies, magnetic components and human machine interfaces), as well as the highly strategic fit across focused end applications, make TT a natural strategic partner for Cicor.

· The Cicor Directors believe that the Acquisition presents a highly compelling strategic rationale, while offering upfront value to TT Shareholders and a significant additional value creation opportunity for shareholders of the Enlarged Cicor Group, including through the following advantages:

Creation of the leading global pure play EMS provider in the high mix low volume business with expanded technical and manufacturing capabilities and a diversified footprint

· The Enlarged Cicor Group will be the largest global pure play EMS provider in high mix low volume business, with a diversified footprint across Europe, the Americas and Asia, focused on industrial, A&D and healthcare applications. The Acquisition would bring together two businesses with greater than CHF1.2 billion in combined revenues and sector leading EBITDA margins (11 per cent. margin for financial year 2024 on a combined basis, including run-rate cost synergies).

· The Acquisition will enhance the Enlarged Cicor Group's capabilities as a global technology solutions provider through the combination of TT's and Cicor's aligned business models in engineered electronics and core high specification components.

· The combination of TT and Cicor will expand the Enlarged Cicor Group's capabilities across the full value chain - from complex system-level integration to electromagnetic components - enabling it to serve customers as a true innovation partner in high-growth sectors of A&D and healthcare technology, which will remain a key strategic focus for the Enlarged Cicor Group, as well as industrial automation.

· Following the Effective Date, the shares of the Enlarged Cicor Group will remain listed on the SIX Swiss Exchange and, as a result of its increased scale and financial profile, the Cicor Directors expect that it will have greater visibility in the capital markets with increased trading liquidity to the benefit of the Enlarged Cicor Group's shareholders.

Creation of an agile and competitive platform that will accelerate organic growth

· The Enlarged Cicor Group will operate an agile and competitive platform through the combination of TT's global manufacturing footprint across North America, the UK, China and South-East Asia, and Cicor's base across the UK, Europe, China and South-East Asia, and the Acquisition presents a significant opportunity in the US to leverage TT's manufacturing sites and Cicor's operational expertise to accelerate revenue growth in the United States.

· The Acquisition will enhance the Enlarged Cicor Group's ability to scale, unlocking significant cross-selling opportunities across complementary customer bases - for example, in A&D, the Enlarged Cicor Group will serve most of the leading OEMs.

Significantly enhanced financial profile, with strong synergy potential

· The Cicor Directors believe that the acquisition will significantly enhance shareholder value by creating an Enlarged Cicor Group with:

· increased financial scale, and operational efficiencies which provide near term earnings accretion; and

· strong cash flow generation, which will allow Cicor to maintain a prudent balance sheet position.

· Having reviewed and analysed the potential cost synergies of the Acquisition, and taking into account the factors they can influence, the Cicor Directors believe that the Enlarged Cicor Group can:

· deliver at least £13 million of pre-tax cost synergies on an annual run-rate basis, by the end of the third year post completion of the Acquisition, with total one-off integration costs of approximately £16.5 million pre-tax; and

· can expect to deliver circa 95 per cent. of these synergies by the end of the second full year post completion of the Acquisition.

· The total synergies represent 26 per cent. of TT's EBITDA and 10 per cent. of the Enlarged Cicor Group's EBITDA (on a 2024 basis) and represent significant value creation to the benefit of the Enlarged Cicor Group's shareholders.

· The Acquisition is expected to be more than 30 per cent. EPS accretive for financial year 2028 (assuming full run-rate synergies of £13 million and before one-off integration costs and amortisation expenses associated with PPA write-ups).

· Given its strong expected free cash flow generation, the Enlarged Cicor Group will maintain a conservative capital structure and expects pro forma net leverage to be around 2.5 times by the end of 2026.

· This prudent approach to leverage will ensure that the Enlarged Cicor Group is well positioned to grow both organically and through selected value-accretive acquisitions.

Builds on Cicor's proven playbook of successfully acquiring and integrating businesses; creating a stronger platform for selected, high quality acquisition opportunities

· Cicor has a strong track record of 12 acquisitions completed in the last four years, including the acquisition of three sites from TT in the UK and China in March 2024 (Project Albert).

· Cicor believes that it is uniquely placed to deliver the Acquisition and unlock significant value in the Enlarged Cicor Group for the benefit of all stakeholders.

· The Acquisition will create a powerful platform for continued growth - particularly in Europe, where the market remains fragmented - and presents an enhanced opportunity for organic growth and bolt-on acquisitions globally.

Financial benefits and synergies

· The Cicor Directors, having reviewed and analysed the potential synergies of the Acquisition, based on their knowledge of TT's business and the EMS sector, and taking into account the factors they can influence, believe that the Acquisition can generate annual run-rate pre-tax cost synergies of at least £13 million by the end of the third year post-completion of the Acquisition, with circa 95 per cent. of the synergies to be delivered by the end of year two.

· The potential sources of quantified synergies are currently envisaged to include:

· approximately 85 per cent. derived from the reduction of overlapping roles in a number of head office and senior management functions, as well as duplicate public company costs and a rationalisation of other third party costs; and

· approximately 15 per cent. derived from the reduction of overlapping roles outside of the head office, where Cicor intends to apply its decentralised approach to drive efficiencies.

· The Cicor Directors also believe that there is significant opportunity for further synergies which have not been fully quantified for reporting under the Code at this stage. For example, the Acquisition is expected to enable opportunity for cost savings and other synergies in areas such as the consolidation and improvement of specific site manufacturing processes.

· It is envisaged that the realisation of the potential quantified synergies will result in one-off integration costs of approximately £16.5 million in aggregate over the first three years post-completion of the Acquisition.

· Aside from these one-off integration costs, potential areas of dis-synergy expected to arise in connection with the Acquisition have been considered and were determined by the Cicor Directors to be immaterial to the above analysis.

· The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis.

· ‎Appendix 4 to this Announcement includes a copy of these statements of anticipated synergies arising out of the Acquisition and provides underlying information and bases of calculation and belief.

Recommendation

· The TT Directors, who have been so advised by Gleacher Shacklock and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition 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 intend to recommend unanimously that TT Shareholders vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own TT Shares (representing, in aggregate, approximately 0.16 per cent. of the issued ordinary share capital of TT as at the Latest Practicable Date).

Background to and reasons for the TT Directors' unanimous recommendation

· TT is a global provider of electronics for performance critical applications, through engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. From precision sensors and high-reliability components to rugged power conversion and complex electronics assemblies, TT is a trusted partner to OEMs in regulated sectors worldwide.

· In recent years, TT's strategic focus has been to build scale in order to enhance its customer offering and drive efficiencies, particularly with regard to central costs. Progress on this strategy has been limited given TT's investment constraints and lack of scale which have prohibited TT from optimising its portfolio of businesses.

· The TT Directors are pleased with the steps that have been taken by TT management to stabilise business performance in 2025 through operational improvements, inventory reductions, strong cash generation, the closure of the Plano site and a more appropriate leadership structure for the components business. However, there remain several challenges and the overall market is impacted by tariff related order delays, some end market weakness and an uncertain macroeconomic outlook.

· Against this background, the TT Directors remain confident in the long-term prospects of the business. However, the TT Directors note that investor sentiment in the UK public markets, particularly towards companies with market capitalisations of a smaller scale, remains subdued and is set against a backdrop of elevated geopolitical and macroeconomic volatility. Accordingly, the TT Directors consider that the prospect of a sustained and material re-rating of TT Shares in the near term is limited.

· The TT Directors therefore believe that a combination with Cicor would offer compelling strategic, operational and financial benefits to all stakeholders, including:

· bringing together two of the most reputable brands in the high mix low volume EMS sector, with highly complementary activities across the A&D, industrial, and healthcare end markets;

· creating a meaningful opportunity to cross-sell both existing and new products, while presenting the combined value proposition to a complementary customer base;

· providing added scale and agility by combining TT's and Cicor's complementary manufacturing locations to provide a diverse global footprint across Europe, Asia and North America to support the regionalisation of supply chains and meet customers' needs;

· added scale and agility which will help better match demand across the larger range of facilities and will drive operational leverage across the Enlarged Cicor Group;

· delivering significant tangible cost synergies as well as significant potential future revenue synergies achievable through the combination of Cicor's and TT's highly complementary businesses; and

· unlocking substantial value creation for both TT and Cicor through a review of the portfolio.

· The Offer Value of 155 pence per TT Share, consisting of 100 pence per share in cash and 55 pence per share in New Cicor Shares followed a number of prior unsolicited proposals from Cicor on less attractive terms with lower cash components, which were rejected.

· In evaluating the financial terms of the Acquisition, the TT Directors considered a number of factors including that:

· notwithstanding the progress that has been made, the Acquisition should be weighed against the uncertainty and execution risks associated with delivering the future value that exists in the business, particularly given the current transitional period that TT is in and the wider geopolitical and macroeconomic backdrop;

· the Offer Value of 155 pence per TT Share represents an opportunity for TT Shareholders to realise a majority of their investment in cash whilst also having the opportunity to benefit in the potential future upside of the Enlarged Cicor Group through the New Cicor Share component; and

· at the Offer Value of 155 pence per TT Share, the Acquisition represents:

o a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on the Latest Practicable Date;

o a premium of approximately 53 per cent. to the volume-weighted average price per TT Share of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date);

o a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months before the date of this Announcement);

o an enterprise value multiple of 8.5 times EBITDA on a post IFRS-16 basis for the last 12 months ended 30 June 2025; and

o an enterprise value multiple of 12.1 times adjusted operating profit on a post IFRS-16 basis for the last 12 months ended 30 June 2025.

· In addition to the financial terms, the TT Directors have considered Cicor's intentions concerning TT's business, management team, employees, customers and other stakeholders of TT, detailed in paragraph ‎11 (Intentions of Cicor)of this Announcement. The TT Directors note the importance Cicor attaches to the skill and experience of TT's management and employees who will continue to be key to the success of the Enlarged Cicor Group and believe that the Acquisition represents a compelling strategic, operational and financial proposition to the benefit of all of TT's stakeholders.

· While the TT Directors firmly believe there is opportunity for further value upside for TT Shareholders through the New Cicor Share component of the consideration, including due to the synergies resulting from the combination of TT and Cicor, the TT Directors have also considered that certain TT Shareholders may be subject to restrictions regarding their ability to elect for, and to hold, New Cicor Shares as a result of Cicor being a Swiss company. However, in making their recommendation, the TT Directors have taken into account: (i) the potential for TT Shareholders to elect to receive more cash in respect of their TT Shares under the Mix and Match Facility (as described more fully in paragraph ‎7 (Mix and Match Facility) of this Announcement); (ii) the anticipated length of time between the date of this Announcement and the Effective Date, which is expected to be in H1 2026; (iii) historical liquidity in the Cicor Shares; and (iv) Cicor's statement that it intends, following the Effective Date, to use its reasonable efforts to support former TT Shareholders who notify Cicor that they wish to dispose of their Cicor Shares and persons who have expressed an interest in acquiring Cicor Shares to connect via brokers or other intermediaries, in order to further facilitate an orderly market in Cicor's shares.

Irrevocable undertakings and letter of intent

· Cicor has received irrevocable undertakings from the TT Directors who hold TT Shares to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in respect of, in aggregate, 277,977 TT Shares, representing approximately 0.16 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. These irrevocable undertakings will remain binding in the event that a higher competing offer is made for TT.

· In addition, Cicor has received a non-binding letter of intent from Aberforth Partners LLP to vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in respect of 17,753,869 TT Shares, representing approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date.

· In total, Cicor has therefore received irrevocable undertakings and a non-binding letter of intent in respect of a total of 18,031,846 TT Shares representing, in aggregate, approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date.

Financing

· The cash consideration payable pursuant to the Acquisition will be financed by debt to be incurred by Cicor under the bridge Facilities Agreement pursuant to a GBP 195,000,000 senior term facility A available thereunder.

Dividends

· If, on or after the date of this Announcement and prior to the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TT Shares, Cicor reserves the right to reduce the consideration payable under the terms of the Acquisition at such date by the amount of such dividend, distribution and/or return of capital or value. If Cicor exercises its right to make such a reduction, TT Shareholders will be entitled to retain any such dividend, distribution and/or other return of capital or value declared, made or paid.

Timetable and conditions

· It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between TT and the Scheme Shareholders under Part 26 of the Companies Act (although Cicor reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement).

· The Acquisition will be subject to the Conditions and certain further terms set out in this Announcement, including ‎Appendix 1 to this Announcement, (and to the full terms and conditions which will be set out in the Scheme Document), including, among other things: (i) approval by the requisite majorities of TT Shareholders at the Court Meeting and at the General Meeting; (ii) sanction of the Scheme by the Court; (iii) the SIX Exchange Regulation having approved the listing and admission to trading of the New Cicor Shares in accordance with the Swiss Reporting Standard on the SIX Swiss Exchange (and such approval not having been withdrawn); (iv) the Acquisition becoming Effective by no later than the Long Stop Date; and (v) receipt of certain antitrust and other regulatory approvals, including merger control approvals in Australia, Germany, Mexico, the United Kingdom and the United States, and foreign investment approvals in France, Italy, the United Kingdom and the United States (the Antitrust Conditions and Foreign Investment Conditions are set out in further detail in ‎Appendix 1 to this Announcement).

· It is expected that the Scheme Document, containing further information about the Acquisition (including an expected timetable of principal events) and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and Form of Election in relation to the Mix and Match Facility, will be sent to TT Shareholders and (for information only) persons with information rights and participants in the TT Share Schemes as soon as reasonably practicable and in any event within 28 days of this Announcement (or such later time as TT, Cicor and the Panel agree).

· No consent, approval, waiver or resolution of the shareholders of Cicor is required to implement the Acquisition.

· The Scheme is expected to become Effective in H1 2026, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in this Announcement, including ‎Appendix 1 to this Announcement, and to the full terms and conditions to be set out in the Scheme Document. ‎Appendix 2 to this Announcement contains the sources of information and bases of calculation contained in this Announcement. ‎Appendix 3 to this Announcement contains details of the irrevocable undertakings and letter of intent received by Cicor in connection with the Acquisition. ‎Appendix 4 to this Announcement contains details and bases of belief of the anticipated quantified financial benefits of the Acquisition together with the related reports from Cicor's QFBS Reporting Accountant, PwC, and Cicor's financial adviser, UBS, as required under Rule 28.1(a) of the Code, and provides underlying information and bases for the QFBS Reporting Accountant's and financial adviser's respective reports. Each of PwC and UBS has given, and not withdrawn, its consent to the publication of its report in this Announcement in the form and context in which it is included. Certain terms used in this Announcement are defined in ‎Appendix 5 to this Announcement.

Analyst, investor and media presentations

Cicor will host a presentation for analysts and investors today at 11 a.m. (CET) / 10 a.m. (London time) to discuss the Acquisition. Analysts and investors of both Cicor and TT may join via webcast or conference call. The registration details for the webcast / conference call will be available at: https://www.cicor.com.

Cicor will also host a separate presentation for the media today at 10 a.m. (CET) / 9 a.m. (London time) to discuss the Acquisition. Media representatives may join via webcast or conference call. The registration details for the webcast / conference call will be available at: https://www.cicor.com.

Subject to certain restrictions, the slides used in the presentation will be available to all interested parties at: https://www.cicor.com.

Enquiries

Cicor
Marina Winder (Investor Relations)	+41 71 913 73 05
UBS (Sole Financial Adviser to Cicor)	+44 (0) 20 7567 8000
London: Joe Hannon / Ben Edenharder / Anisah Mahomed Zurich: Tommy Hadewicz / Raffael Huber
Camarco (UK PR Adviser to Cicor)
Ed Gascoigne-Pees, Executive Director	+44 (0) 20 3757 4980
TT
Warren Tucker (Chair) Eric Lakin (Chief Executive Officer)	+44 (0) 1932 827 779
Gleacher Shacklock (Financial Adviser to TT) James Dawson Jeremy Stamper Ruaridh Duff	+44 (0) 20 7484 1150
Rothschild & Co (Financial Adviser to TT) Ravi Gupta Neil Thwaites Matthew Price	+44 (0) 20 7280 5000
Berenberg (Corporate Broker to TT) Harry Nicholas Ciaran Walsh Chris Whitaker	+44 (0) 20 3207 7800
MHP (PR Adviser to TT) Tim Rowntree Ollie Hoare	+44 (0) 7817 458 804

Freshfields LLP is acting as legal adviser to Cicor in connection with the Acquisition, and Baker McKenzie is acting as Swiss legal adviser to Cicor in connection with the Acquisition.

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.

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

Important notices

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as sole financial adviser to Cicor and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to herein.

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 herein.

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 law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) and the Forms of Proxy and Form of Election.

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 ("FinSA"). Neither this Announcement nor any other material relating to the New Cicor Shares constitutes a prospectus pursuant to the FinSA.

Overseas shareholders

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom, and the availability of the Acquisition to TT Shareholders who are not resident in the United Kingdom, may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements.

In particular, the ability of persons who are resident in the United Kingdom, or who are subject to the laws of another jurisdiction, to vote their TT Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, or to make an election under the Mix and Match Facility, may be affected by the laws 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 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.

This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. The Acquisition will be subject to English law and the jurisdiction of the courts of England and Wales and the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Unless otherwise determined by Cicor or required by the 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 Acquisition by any such use, means, instrumentality or facilities or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, 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 of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented 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 other 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 and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document and TT Shareholders are advised to read carefully the Scheme Document and its accompanying documents once they have been published.

Additional information for US investors

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

If Cicor exercises its right to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement), such offer will be made in compliance with applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the US by Cicor and no one else.

The financial information included in this Announcement and 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 will not be registered under the US Securities Act. 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 by way of a Takeover Offer (subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement), the New Cicor Shares will not be offered in the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act.

The New Cicor Shares that may be issued pursuant to the Acquisition 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 United States 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. 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 Mix and Match Facility, nor determined whether this Announcement 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, since Cicor and TT are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. 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 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. US TT Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Cicor, any member of the Cicor Group, TT or any member of the TT Group contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Cicor, any member of the Cicor Group, TT or any member of the TT Group about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Cicor or any member of the Cicor Group, the Enlarged Cicor Group, TT or any member of the TT Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Cicor and TT believe that the expectations reflected in such forward-looking statements are reasonable, Cicor and TT can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: changes in the global, political, economic, social, legal, business and competitive environments, in global trade policies, and in market and regulatory forces; the loss of or damage to one or more key customer relationships; changes to customer ordering patterns; the failure of one or more key suppliers; changes in future inflation, deflation, exchange and interest rates and fluctuations in component prices; changes in tax and national insurance rates; future business combinations, capital expenditures, acquisitions or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; labour disputes and shortages; outcome of pending or future litigation proceedings; the failure to maintain effective internal control over financial reporting or effective disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery of additional material weaknesses, in the internal control over financial reporting; other business, technical and/or operational risks and challenges; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary notices, concessions, permits and approvals; weak, volatile or illiquid capital and/or credit markets; any public health crises, pandemics or epidemics and repercussions thereof; changes to the boards of Cicor and/or TT and/or the composition of their respective workforces; safety and technology risks; exposures to IT system failures, cyber-crime, fraud and pension scheme liabilities; risks relating to environmental matters such as climate change; changes to law and/or the policies and practices of regulatory and governmental bodies; heightening of geopolitical tensions and any repercussions thereof; and any cost of living crisis or recession.

Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Cicor, any member of the Cicor Group, TT, any member of the TT Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Cicor, any member of the Cicor Group, TT or any member of the TT Group, or any of their respective associates, directors, officers, employees or advisers are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Cicor, any member of the Cicor Group nor TT or any member of the TT Group is under any obligation, and Cicor, members of the Cicor Group, TT and members of the TT Group expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and opening position disclosure requirements

2.7(c)(xiii)

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.

No profit forecasts or estimates

No statement in this Announcement (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for TT or Cicor for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TT or Cicor.

Quantified Financial Benefits Statement

Statements of estimated costs savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the costs savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this Announcement generally, should be construed as a profit forecast or interpreted to mean that the Enlarged Cicor Group's earnings in the first full year following the Effective Date, or in any subsequent period, would necessarily match or be greater than or be less than those of Cicor or TT for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Cicor and the Cicor Directors. Any statement of intention, belief or expectation of Cicor for the Enlarged Cicor Group following the Effective Date is an intention, belief or expectation of the Cicor Directors and not of the TT Directors.

Publication on website

A copy of this Announcement and the documents required to be published by Rule 26.1 of the Code will be made available, subject to certain restrictions relating to Restricted Overseas Persons, on Cicor's website at www.cicor.com and TT's website at www.ttelectronics.com/investors/ by no later than 12 noon (London time) on the business day following publication of this Announcement.

For the avoidance of doubt, the contents of any website referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, TT Shareholders, persons with information rights and participants in the TT Share Schemes may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated by reference into this Announcement) by contacting TT's registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales) at +44 (0)371 384 2396 or by submitting a request in writing to Equiniti Limited at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by TT Shareholders, persons with information rights and other relevant persons for the receipt of communications from TT may be provided to Cicor during the offer period as required under Section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Cicor intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining TT Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange and the FCA.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the date of this Announcement, Cicor confirms that it has 4,388,197 registered shares of CHF 10.00 each in issue and admitted to trading at the SIX Swiss Exchange (excluding registered shares held in treasury). The International Securities Identification Number ("ISIN") for the ordinary shares is CH0008702190.

In accordance with Rule 2.9 of the Code, as at the date of this Announcement, TT confirms that it has 178,119,248 TT Shares of 25 pence each in issue and admitted to trading on the Main Market of the London Stock Exchange (excluding ordinary shares held in treasury). The ISIN for TT Shares is GB0008711763.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30 October 2025

RECOMMENDED CASH AND SHARE ACQUISITION
of
TT Electronics plc
by
Cicor Technologies Ltd.

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

1. Introduction

The boards of directors of Cicor Technologies Ltd. ("Cicor") and TT Electronics plc ("TT") are pleased to announce that they have reached agreement on the terms of a recommended cash and share acquisition pursuant to which Cicor will acquire the entire issued and to be issued ordinary share capital of TT (the "Acquisition"). The Acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in ‎Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each TT Shareholder at the Scheme Record Time will be entitled to receive:

For each TT Share:	100 pence in cash; and
	0.0028 New Cicor Shares

Based on the closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 155 pence (the "Offer Value") and values TT's entire issued and to be issued ordinary share capital at approximately £287 million on a fully diluted basis.

Based on the three-month volume-weighted average closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 150 pence.

The Offer Value represents:

· a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on 29 October 2025 (being the Latest Practicable Date);

· a premium of approximately 53 per cent. to the volume-weighted average price of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date); and

· a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months before the date of this Announcement).

Immediately following completion of the Acquisition, it is expected that TT Shareholders will own approximately 10 per cent. of Cicor.

The Acquisition will include a Mix and Match Facility which will allow TT Shareholders (other than Restricted Overseas Persons) to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New Cicor Shares in respect of their holdings of TT Shares. However, the total number of New Cicor Shares to be issued and the maximum aggregate amount of cash consideration to be paid under the terms of the Acquisition will not be varied as a result of elections under the Mix and Match Facility. Please refer to paragraph ‎7 (Mix and Match Facility) of this Announcement for further details on the Mix and Match Facility.

Cicor intends prior to the Effective Date to establish a CREST depositary interest structure for the benefit of the TT Shareholders who hold their TT Shares in uncertificated form so as to facilitate the trading of the New Cicor Shares from outside of Switzerland. Details of how TT Shareholders can hold, access and trade the New Cicor Shares will be set out in the Scheme Document.

If, on or after the date of this Announcement and prior to the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TT Shares, Cicor reserves the right to reduce the consideration payable under the terms of the Acquisition at such date by the amount of such dividend, distribution and/or return of capital or value. If Cicor exercises its right to make such a reduction, TT Shareholders will be entitled to retain any such dividend, distribution and/or other return of capital or value declared, made or paid.

An expected timetable of principal events relating to the Acquisition and further information on the actions to be taken by TT Shareholders will be provided in the Scheme Document.

3. Background to and reasons for the Acquisition

Cicor has followed TT over the years with great respect and admiration for its engineering and manufacturing capabilities. In particular, the strength of its capabilities as an EMS provider, together with engineering of power systems and manufacturing of custom components (cable assemblies, magnetic components and human machine interfaces), as well as the highly strategic fit across focused end applications, make TT a natural strategic partner for Cicor.

The Acquisition fits squarely with Cicor's long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding specifications and complex technical applications.

The Cicor Directors believe that the Acquisition presents a highly compelling strategic rationale, while offering upfront value to TT Shareholders and a significant additional value creation opportunity for shareholders of the Enlarged Cicor Group, including through the following advantages:

Creation of the leading global pure play EMS provider in the high mix low volume business with expanded technical and manufacturing capabilities and a diversified footprint

Creation of an agile and competitive platform that will accelerate organic growth

Significantly enhanced financial profile, with strong synergy potential

· The Cicor Directors believe that the Acquisition will significantly enhance shareholder value by creating an Enlarged Cicor Group with:

o increased financial scale, and operational efficiencies which provide near term earnings accretion; and

o strong cash flow generation, which will allow Cicor to maintain a prudent balance sheet position.

· Having reviewed and analysed the potential cost synergies of the Acquisition, and taking into account the factors they can influence, the Cicor Directors believe that the Enlarged Cicor Group can:

o deliver at least £13 million of pre-tax cost synergies on an annual run-rate basis, by the end of the third year post completion of the Acquisition, with total one-off integration costs of approximately £16.5 million pre-tax; and

o can expect to deliver circa 95 per cent. of these synergies by the end of the second full year post completion of the Acquisition.

· This prudent approach to leverage will ensure that the Enlarged Cicor Group is well positioned to grow both organically and through selected value-accretive acquisitions.

Builds on Cicor's proven playbook of successfully acquiring and integrating businesses; creating a stronger platform for selected, high quality acquisition opportunities

· Cicor has a strong track record of 12 acquisitions completed in the last four years, including the acquisition of three sites from TT in the UK and China in March 2024 (Project Albert).

· Cicor believes that it is uniquely placed to deliver the Acquisition and unlock significant value in the Enlarged Cicor Group for the benefit of all stakeholders.

4. Financial benefits and synergies

The Cicor Directors, having reviewed and analysed the potential synergies of the Acquisition, based on their knowledge of TT's business and the EMS sector, and taking into account the factors they can influence, believe that the Acquisition can generate annual run-rate pre-tax cost synergies of at least £13 million by the end of the third year post-completion of the Acquisition, with circa 95 per cent. of the synergies to be delivered by the end of year two.

The potential sources of quantified synergies are currently envisaged to include:

· approximately 15 per cent. derived from the reduction of overlapping roles outside of the head office, where Cicor intends to apply its decentralised approach to drive efficiencies.

The Cicor Directors also believe that there is significant opportunity for further synergies which have not been fully quantified for reporting under the Code at this stage. For example, the Acquisition is expected to enable opportunity for cost savings and other synergies in areas such as the consolidation and improvement of specific site manufacturing processes.

It is envisaged that the realisation of the potential quantified synergies will result in one-off integration costs of approximately £16.5 million in aggregate over the first three years post-completion of the Acquisition.

The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis.

‎Appendix 4 to this Announcement includes a copy of these statements of anticipated synergies arising out of the Acquisition and provides underlying information and bases of calculation and belief.

Notes

These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Neither the Quantified Financial Benefits Statement nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that the Enlarged Cicor Group earnings in the first full year following completion of the Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of Cicor or TT for the relevant preceding financial period or any other period.

Due to the scale of the Enlarged Cicor Group, there may be additional changes to the Enlarged Cicor Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated.

Reports

As required by Rule 28.1(a) of the Code, PwC have provided a report stating that, in their opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated. In addition, UBS as sole financial adviser to Cicor, has provided a report stating that, in its view, the Quantified Financial Benefits Statement has been prepared with due care and consideration.

Copies of these reports are included under Part B and Part C of ‎Appendix 4 to this Announcement. Each of PwC and UBS has given and not withdrawn its consent to the publication of their reports on the Quantified Financial Benefits Statement set out under Part B and Part C of ‎Appendix 4 in the form and context in which it is included.

5. Recommendation

The TT Directors, who have been so advised by Gleacher Shacklock and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Scheme 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 intend to recommend unanimously that TT Shareholders vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own TT Shares (representing, in aggregate, approximately 0.16 per cent. of the issued ordinary share capital of TT as at the Latest Practicable Date).

6. Background to and reasons for the TT Directors' unanimous recommendation

TT is a global provider of electronics for performance critical applications, through engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. From precision sensors and high-reliability components to rugged power conversion and complex electronics assemblies, TT is a trusted partner to OEMs in regulated sectors worldwide.

In recent years, TT's strategic focus has been to build scale in order to enhance its customer offering and drive efficiencies, particularly with regard to central costs. Progress on this strategy has been limited given TT's investment constraints and lack of scale which have prohibited TT from optimising its portfolio of businesses.

The TT Directors are pleased with the steps that have been taken by TT management to stabilise business performance in 2025 through operational improvements, inventory reductions, strong cash generation, the closure of the Plano site and a more appropriate leadership structure for the components business. However, there remain several challenges and the overall market is impacted by tariff related order delays, some end market weakness and an uncertain macroeconomic outlook.

Against this background, the TT Directors remain confident in the long-term prospects of the business. However, the TT Directors note that investor sentiment in the UK public markets, particularly towards companies with market capitalisations of a smaller scale, remains subdued and is set against a backdrop of elevated geopolitical and macroeconomic volatility. Accordingly, the TT Directors consider that the prospect of a sustained and material re-rating of TT Shares in the near term is limited.

The TT Directors therefore believe that a combination with Cicor would offer compelling strategic, operational and financial benefits to all stakeholders, including:

· bringing together two of the most reputable brands in the high mix low volume EMS sector, with highly complementary activities across the A&D, industrial, and healthcare end markets;

· creating a meaningful opportunity to cross-sell both existing and new products, while presenting the combined value proposition to a complementary customer base;

· added scale and agility which will help better match demand across the larger range of facilities and will drive operational leverage across the Enlarged Cicor Group;

· delivering significant tangible cost synergies as well as significant potential future revenue synergies achievable through the combination of Cicor's and TT's highly complementary businesses; and

· unlocking substantial value creation for both TT and Cicor through a review of the portfolio.

The Offer Value of 155 pence per TT Share, consisting of 100 pence per share in cash and 55 pence per share in New Cicor Shares followed a number of prior unsolicited proposals from Cicor on less attractive terms with lower cash components, which were rejected.

In evaluating the financial terms of the Acquisition, the TT Directors considered a number of factors including that:

· at the Offer Value of 155 pence per TT Share, the Acquisition represents:

o a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on the Latest Practicable Date;

o a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months before the date of this Announcement);

o an enterprise value multiple of 8.5 times EBITDA on a post IFRS-16 basis for the last 12 months ended 30 June 2025; and

o an enterprise value multiple of 12.1 times adjusted operating profit on a post IFRS-16 basis for the last 12 months ended 30 June 2025.

In addition to the financial terms, the TT Directors have considered Cicor's intentions concerning TT's business, management team, employees, customers and other stakeholders of TT, detailed in paragraph ‎11 (Intentions of Cicor) of this Announcement. The TT Directors note the importance Cicor attaches to the skill and experience of TT's management and employees who will continue to be key to the success of the Enlarged Cicor Group and believe that the Acquisition represents a compelling strategic, operational and financial proposition to the benefit of all of TT's stakeholders.

While the TT Directors firmly believe there is opportunity for further value upside for TT Shareholders through the New Cicor Share component of the consideration, including due to the synergies resulting from the combination of TT and Cicor, the TT Directors have also considered that certain TT Shareholders may be subject to restrictions regarding their ability to elect for, and to hold, New Cicor Shares as a result of Cicor being a Swiss company. However, in making their recommendation, the TT Directors have taken into account: (i) the potential for TT Shareholders to elect to receive more cash in respect of their TT Shares under the Mix and Match Facility (as described more fully in paragraph ‎7 (Mix and Match Facility) of this Announcement); (ii) the anticipated length of time between the date of this Announcement and the Effective Date, which is expected to be in H1 2026; (iii) historical liquidity in the Cicor Shares; and (iv) Cicor's statement that it intends, following the Effective Date, to use its reasonable efforts to support former TT Shareholders who notify Cicor that they wish to dispose of their Cicor Shares and persons who have expressed an interest in acquiring Cicor Shares to connect via brokers or other intermediaries, in order to further facilitate an orderly market in Cicor's shares.

7. Mix and Match Facility

Pursuant to the terms of the Scheme, TT Shareholders (other than Restricted Overseas Persons) will be entitled to elect, subject to off-setting elections by other TT Shareholders, to vary the proportions in which they receive New Cicor Shares and cash in respect of their TT Shares. However, the total number of New Cicor Shares to be delivered pursuant to the Acquisition and the maximum aggregate amount of cash to be paid under the Acquisition will not be varied as a result of elections made under the Mix and Match Facility.

Satisfaction of elections made by TT Shareholders under the Mix and Match Facility will therefore depend on the extent to which other TT Shareholders make offsetting elections. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, TT Shareholders who make an election under the Mix and Match Facility will not necessarily know the exact number of New Cicor Shares or the amount of cash they will receive until settlement of the consideration due to them under the Acquisition.

Elections under the Mix and Match Facility will not affect the entitlements of those TT Shareholders who do not make such elections.

Further details in relation to the Mix and Match Facility will be contained in the Scheme Document.

8. Irrevocable undertakings and letter of intent

Cicor has received irrevocable undertakings from the TT Directors who hold TT Shares to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in respect of, in aggregate, 277,977 TT Shares, representing approximately 0.16 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. These irrevocable undertakings will remain binding in the event that a higher competing offer is made for TT.

In addition, Cicor has received a non-binding letter of intent from Aberforth Partners LLP to vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in respect of 17,753,869 TT Shares, representing approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date.

In total, Cicor has therefore received irrevocable undertakings and a non-binding letter of intent in respect of a total of 18,031,846 TT Shares representing, in aggregate, approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date.

Further details of these irrevocable undertakings, including the circumstances in which they may lapse, and the letter of intent are set out in ‎Appendix 3 to this Announcement.

9. Information relating to Cicor

Cicor is a globally active provider of full-cycle electronic solutions from research and development to manufacturing and supply chain management. Cicor has approximately 4,400 employees in 13 countries that serve leaders from the healthcare and medical, industrial and A&D industries.

Cicor creates value to its customers through the combination of customer-specific development solutions and high-tech components, as well as electronic device manufacturing. Cicor Shares are traded at the SIX Swiss Exchange (ISIN:CH0008702190).

10. Information relating to TT

TT is a global provider of engineered electronics for performance critical applications with more than 4,000 employees across 18 design and manufacturing locations in the UK, North America and Asia.

TT operates in industries where there are structural growth drivers, working with market leading customers across healthcare, A&D, and automation and electrification end markets to provide engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. TT's products are designed and manufactured for harsh environments and regulated sectors, and include power management devices, sensors and connectivity solutions.

TT was established in 1812, incorporated in 1906 and is a public limited company registered in England and listed on the Official List of the London Stock Exchange.

For the year ended 31 December 2024, TT generated revenue of £521.1 million and adjusted operating profit of £37.1 million.

11. Intentions of Cicor

Cicor believes that the Acquisition has a compelling strategic rationale, will create significant additional value for all stakeholders, and is consistent with Cicor's long-term growth strategy. Cicor is confident in the prospects of TT's business and its long-term value.

Strategic plans for TT and the Enlarged Cicor Group

Prior to this Announcement, consistent with market practice, Cicor has been granted access to targeted information and TT's senior management for the purposes of confirmatory due diligence and to conduct its synergy assessment. This process has informed Cicor's view on the prospects of the Enlarged Cicor Group, the synergies described in paragraph ‎4 (Financial benefits and synergies) of this Announcement and Cicor's initial plans for the integration of TT into the Enlarged Cicor Group.

Based on the work described above and following discussions with the senior leadership of TT, Cicor has undertaken a preliminary operational and strategic review of, and developed an initial integration plan for, the Enlarged Cicor Group. Cicor will continue to review the Enlarged Cicor Group's business and intends to undertake a full evaluation of the Enlarged Cicor Group within six months following completion of the Acquisition in order to formulate a detailed strategic and integration plan for the Enlarged Cicor Group (the "Post-Completion Review").

The key areas of focus in the Post-Completion Review will include:

· retaining the best talent from each of Cicor and TT to ensure strong employee engagement and a best-in-class organisation and offering for customers, partners and stakeholders;

· delivering and building upon the synergy assessment undertaken to date to consider, with the benefit of access to additional TT data, additional potential synergy benefits that might be possible, including but not limited to cross-selling opportunities and further site footprint optimisation (beyond such optimisation already described in paragraph ‎4 (Financial benefits and synergies) of this Announcement);

· improving the performance of key parts of TT's core and non-core operations in the context of the Enlarged Cicor Group; and

· delineating TT's core and non-core assets as further described below and developing an appropriate framework for independent management and operation of the non-core assets, together with any potential near-term operational improvement measures for such assets.

Based on the work done to date, Cicor plans to delineate TT's assets into core and non-core assets and manage them as follows:

· TT's core assets, which Cicor currently expects to consist of approximately ten sites associated with TT's magnetic components, connectivity, microelectronics and human machine interfaces businesses, and which represent approximately 77 per cent. of TT's revenue, will be integrated into Cicor's existing decentralised structure. Cicor does not expect the integration of these sites to increase the operational complexity of the Enlarged Cicor Group and sees opportunity to deliver synergies by reducing headcount in overlapping functions, as further explained below.

· TT's non-core assets, which Cicor currently expects to consist of approximately seven sites (or major parts of sites) associated with TT's components business which is involved in development and manufacturing of optical components, flow sensors, temperature and pressure probes, as well as a broad range of passive components. The exact perimeter of non-core sites will be confirmed through the Post-Completion Review but in no case does Cicor believe the non-core assets will represent more than 23 per cent. of total TT sales. While these businesses each individually have differentiated technology, strong customer offerings and robust manufacturing capabilities, Cicor does not view them as synergistic with the wider Enlarged Cicor Group due to being mostly standard products, many of which are sold via distributors. As a result, Cicor intends to manage and operate the non-core assets independently of the core assets and the wider Enlarged Cicor Group. As part of its Post-Completion Review, Cicor expects to assess measures to continue to improve the operational performance and potential of these assets. As part of the Post-Completion Review, Cicor will also determine whether such assets would be better served by alternative owners that will allow the business to develop in the best interest of all stakeholders.

Cicor believes that the integration of TT into the Enlarged Cicor Group will be assisted by the strong experience of Cicor's management team in integrating other recent acquisitions. Over the last four years, Cicor has executed 12 successful acquisitions whilst maintaining prudent leverage, strong company culture and quality delivery for customers. In particular, Cicor's successful acquisition and integration of three sites from TT in the UK and China in March 2024, resulting in strong gains of operating performance and free cash flow returns, gives Cicor management confidence in the successful integration of TT's core assets into the Enlarged Cicor Group following the Effective Date.

Board and executive leadership of the Enlarged Cicor Group

Following the Effective Date, it is intended that Daniel Frutig, Chairman of Cicor, Alexander Hagemann, CEO of Cicor, Peter Neumann, CFO of Cicor and Marco Kechele, COO of Cicor, will retain their current positions in the Enlarged Cicor Group and that Eric Lakin, CEO of TT, will be invited to join the management team of the Enlarged Cicor Group to help lead the integration process.

It has also been agreed between Cicor and TT that one non-executive director of TT will join the Cicor Board following the Effective Date. Cicor expects to propose this addition to the Cicor Board at the next annual general meeting of Cicor, currently expected to be held in March/April 2026, with such appointment to take effect at or shortly following the Effective Date. The remaining non-executive directors of TT will resign from their office as directors of TT with effect from the Effective Date.

Employees and management

Cicor attaches great importance to the skill and experience of TT's management and employees. Cicor recognises that the active participation of TT's management and employees in, and their continued commitment to, the Enlarged Cicor Group's business will be key to the success of the Enlarged Cicor Group. Cicor believes that both TT employees and Cicor employees will benefit from greater opportunities as employees of a larger organisation with enhanced scale and ambitious growth aspirations.

The Enlarged Cicor Group will aim to retain the best talent of Cicor and TT, including at the management team level.

Cicor intends to maintain its decentralised structure. Based on Cicor's preliminary assessment of potential synergies as described in paragraph ‎4 (Financial benefits and synergies) of this Announcement, it intends that some duplicative roles across Cicor's and TT's core assets in: (i) a number of head office and senior management functions; and (ii) outside head office, where Cicor intends to apply its decentralised approach to drive efficiencies. These intended headcount reductions are expected to be less than circa five per cent. of TT's standalone headcount (excluding any reductions associated with the TT management's previously communicated closure of TT's site in Plano, Texas). Cicor will only be able to finalise its plans in this area following the conclusion of its Post-Completion Review.

The evaluation, preparation, and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with appropriate stakeholders. All legally required information and consultation with employees and employee representatives will be observed. It is anticipated that efforts will be made to mitigate proposed headcount reductions via natural attrition and consideration of alternative job opportunities in the Enlarged Cicor Group.

Except as set out above, Cicor does not intend to change the overall balance of skills and functions of employees and management of TT or Cicor.

Cicor also intends to safeguard the existing statutory and contractual employment rights of management and employees of TT and Cicor in accordance with applicable laws following the Effective Date.

Following the Effective Date and as part of integration planning, Cicor plans to review the employment conditions and policies, and the remuneration and incentivisation arrangements, available to employees and management of TT and Cicor, with a view to harmonising the position for employees and management across the Enlarged Cicor Group (in particular, those in equivalent positions) over time. However, Cicor does not currently have detailed plans or intentions in this regard and Cicor has not entered into, and has not had any discussions in respect of, any form of incentivisation with members of TT's management.

Headquarters, locations, fixed assets and research and development

Cicor intends to maintain the management headquarters of the Enlarged Cicor Group in Bronschhofen, Switzerland. Cicor expects to, subject to timing of completion of the Acquisition, close TT's current head office in Woking at the time the property lease expires in May 2026. While Cicor intends to maintain a presence in London, the physical location of TT's small London office will be considered as part of the Post-Completion Review.

As part of its Post-Completion Review, Cicor will also review the Enlarged Cicor Group's office and production facility footprint more broadly and consider whether there is scope for consolidation to optimise rental and lease expenses and to enable colleagues to work together more closely and enhance the Enlarged Cicor Group's people culture. For example, subject to further evaluation, Cicor sees potential to integrate parts of TT's current operations in Mexicali, Mexico with TT's operations in Cleveland, Ohio. Cicor will only be able to finalise its plans in this area as part of its Post-Completion Review.

In line with TT's current publicly announced plans, Cicor management intends to complete the closure of the TT facilities in Plano, Texas.

Except as set out above, Cicor does not envisage any material changes to the locations of, or redeployment of, the fixed assets of TT or Cicor.

Cicor does not intend to make any changes to the R&D function of either TT or Cicor.

Pension schemes

Cicor does not intend to make any changes to the agreed employer contributions to the existing TT defined benefit and defined contribution pension schemes (including with regard to any current arrangements for the funding of any scheme deficit in the defined benefit pension schemes) or to make any changes to the accrual of benefits for existing members or the admission of new members to such pension schemes following the Effective Date.

Trading facilities

TT Shares are currently admitted to the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange and, as set out in paragraph ‎16 (Delisting and re-registration) of this Announcement, it is intended that applications will be made to the FCA and the London Stock Exchange to cancel such admissions to listing and trading with effect shortly following the Effective Date. It is also intended that TT will be re-registered as a private company following the Effective Date.

At the Effective Date, the shares of the Enlarged Cicor Group (including the newly listed New Cicor Shares, once issued) will continue to be listed on the SIX Swiss Exchange.

As explained in paragraph ‎2 (The Acquisition) of this Announcement, Cicor intends, prior to the Effective Date to establish a CREST depositary interest structure for the benefit of the TT Shareholders who hold their TT Shares in uncertificated form so as to facilitate the trading of the New Cicor Shares from outside of Switzerland. Details of how TT Shareholders can hold, access and trade the New Cicor Shares will be set out in the Scheme Document.

None of the statements contained in this paragraph ‎11 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

12. Financing

The cash consideration payable pursuant to the Acquisition will be financed by debt to be incurred by Cicor under the bridge Facilities Agreement pursuant to a GBP 195,000,000 senior term facility A available thereunder.

UBS, in its capacity as financial adviser to Cicor, confirms that it is satisfied that sufficient resources are available to Cicor to satisfy in full the cash consideration payable under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

13. TT Share Schemes

Participants in the TT Share Schemes will be contacted regarding the effect of the Acquisition on their rights and appropriate proposals will be made to such participants in due course. Details of the impact of the Acquisition on the TT Share Schemes and any proposals will be set out in the Scheme Document (or, as the case may be, the Offer Document) and in separate letters to be sent to participants in the TT Share Schemes.

14. Offer-related arrangements

Confidentiality Agreement

Cicor and TT have entered into a mutual non-disclosure agreement dated 8 September 2025 (the "Confidentiality Agreement") in relation to the Acquisition, pursuant to which, amongst other things, each of Cicor and TT has undertaken to maintain confidentiality of confidential information relating to the other party and/or to the Acquisition and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will cease to have effect upon completion of the Acquisition or, in the event of termination of negotiations relating to the Acquisition, one year from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from each of Cicor and TT that, for a period of 12 months after termination of the Confidentiality Agreement, it shall not employ, solicit for employment or endeavour to entice away certain employees of, among others, the other party or its affiliates, respectively, subject to certain exceptions.

Joint Defence Agreement

Cicor, TT and their respective external counsel have entered into a joint defence agreement dated 8 October 2025 (the "Joint Defence Agreement") in relation to the Acquisition, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available.

Co-operation Agreement

Cicor and TT have entered into a co-operation agreement dated 30 October 2025 (the "Co-operation Agreement") in relation to the Acquisition, pursuant to which they have each agreed to certain undertakings in connection with implementing the Acquisition.

The Co-operation Agreement includes provisions regarding Cicor's and TT's co-operation in relation to sharing of information and making of filings necessary to satisfy the Antitrust Conditions and the Foreign Investment Conditions.

In addition, the Co-operation Agreement contains:

· provisions relating to preparation of the necessary documentation to implement the Scheme;

· certain undertakings from Cicor regarding the conduct of its business prior to the Effective Date;

· details of the circumstances in which Cicor may elect to implement the Acquisition by way of a Takeover Offer, which include with TT's consent, upon the announcement of a competing offer or a change of recommendation by the TT Directors, together with the obligations which would apply to Cicor in such circumstances;

· an undertaking from Cicor to propose (acting through its board of directors) a shareholder resolution for the appointment of one TT Director to the Cicor Board with effect from the Effective Date;

· a warranty from Cicor that, other than the shareholder resolution for the appointment of the TT Director to the Cicor Board, no consent, approval, waiver or resolution is required from or on behalf of Cicor shareholders to implement the Acquisition; and

· provisions that apply in respect of the TT Share Schemes and certain other employee-related matters.

The Co-operation Agreement will terminate automatically in certain circumstances, including if the Acquisition does not become Effective by the Long Stop Date or upon completion of a competing transaction for TT. It is also capable of termination if agreed in writing between Cicor and TT or by service of written notice by Cicor to TT if the TT Directors withdraw or adversely modify or qualify their recommendation of the Acquisition or take certain other actions which are inconsistent with implementation of the Acquisition.

OEP Voting Undertaking

Cicor's longstanding major shareholder, OEP, has undertaken to TT that it will vote in favour of the resolution of the shareholders of Cicor to be proposed by Cicor (acting through the Cicor Board) in connection with the appointment of a TT Director to the Cicor Board with effect from the Effective Date.

The OEP Voting Undertaking will terminate automatically in certain circumstances, including: (i) if the Acquisition does not become Effective by the Long Stop Date; (ii) if the Acquisition otherwise lapses or is withdrawn and: (a) no new or revised takeover offer or scheme of arrangement is announced by Cicor in accordance with Rule 2.7 of the Code at the same time; or (b) if the Acquisition is to be implemented by way of the Scheme, the Scheme does not lapse or is not withdrawn as a result of Cicor exercising its right to implement the Acquisition by way of a Takeover Offer; and (iii) upon completion of a competing transaction.

15. Structure of and Conditions to the Acquisition

Scheme

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between TT and the Scheme Shareholders, under Part 26 of the Companies Act, although Cicor reserves the right to elect to implement the Acquisition by means of a Takeover Offer, with the consent of the Panel (where required) and subject to the terms of the Co-operation Agreement.

The purpose of the Scheme is to provide for Cicor to become the owner of the entire issued and to be issued share capital of TT. The procedure involves, among other things, an application by TT to the Court to sanction the Scheme, in consideration for which the Scheme Shareholders will receive the consideration payable under the terms of the Acquisition for the TT Shares on the basis set out in paragraph ‎2 (The Acquisition) of this Announcement.

Conditions

The Acquisition is subject to the Conditions and certain further terms referred to in ‎Appendix 1 to this Announcement and to be set out in the Scheme Document when issued. In particular, the Scheme will only become Effective if, among other things, the following events occur on or before 11.59 p.m. (London time) on the Long Stop Date:

· a resolution to approve the Scheme is passed by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy;

· the TT Resolutions are passed by the requisite majority of TT Shareholders present and voting (and entitled to vote) at the General Meeting, either in person or by proxy;

· following the Court Meeting and the General Meeting, the Scheme is sanctioned (without modification or with modification on terms agreed by Cicor and TT) by the Court;

· following such sanction, a copy of the Scheme Court Order is delivered to the Registrar of Companies;

· the receipt of certain antitrust and foreign investment approvals, including merger control approvals in Australia, Germany, Mexico, the United Kingdom and the United States, and foreign investment approvals in France, Italy, the United Kingdom and the United States (the Antitrust Conditions and Foreign Investment Conditions are set out in further detail in ‎Appendix 1 to this Announcement); and

· the SIX Exchange Regulation having approved the listing and admission to trading of the New Cicor Shares in accordance with the Swiss Reporting Standard on SIX Swiss Exchange (and such approval not having been withdrawn).

The attention of TT Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in ‎Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. For the avoidance of doubt, no consent, approval, waiver or resolution of the shareholders of Cicor is required in connection with the Acquisition.

Cicor may only invoke a Condition so as to cause the Acquisition not to proceed, lapse or to be withdrawn with the consent of the Panel. Certain Conditions are not subject to this requirement. Further details are set out in Parts A and B of ‎Appendix 1 to this Announcement.

Effect of the Scheme

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of TT Shares will cease to be valid and entitlements to TT Shares held within the CREST system will be cancelled.

Any TT Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The TT Resolutions to be proposed at the General Meeting will, among other things, provide that the TT Articles be amended to incorporate provisions requiring any TT Shares issued after the Scheme Record Time (other than to Cicor and/or its nominees) to be automatically transferred to Cicor on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the TT Articles (as amended) will avoid any person (other than Cicor and/or its nominees) holding shares in the capital of TT after the Effective Date.

If the Scheme does not become Effective on or before 11.59 p.m. (London time) on the Long Stop Date, it will lapse and the Acquisition will not proceed (unless Cicor and TT otherwise agree and the Panel otherwise consents).

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting, and will be dispatched or otherwise made available to TT Shareholders together with the Forms of Proxy and Form of Election in relation to the Mix and Match Facility. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by TT Shareholders.

The Scheme Document will be posted to TT Shareholders and, for information only, to persons with information rights and to participants in the TT Share Schemes, as soon as practicable and in any event within 28 days of this Announcement (or such later time as Cicor, TT and the Panel agree). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in H1 2026.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Acquisition and the Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

16. Delisting and re-registration

Prior to the Scheme becoming Effective, it is intended that an application will be made to the FCA for the cancellation of the listing of the TT Shares on the Official List and to the London Stock Exchange for the cancellation of trading of the TT Shares on the London Stock Exchange's Main Market for listed securities, with effect as of or shortly following the Effective Date.

It is expected that the last day of dealings in TT Shares on the Main Market of the London Stock Exchange will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is also intended that, following the Scheme becoming Effective, TT will be re-registered as a private company under the relevant provisions of the Companies Act.

17. Disclosure of interests in TT relevant securities

Except for the irrevocable undertakings referred to in paragraph ‎8 (Irrevocable undertakings and letter of intent) of this Announcement, as at close of business on the Latest Practicable Date, neither Cicor nor any of the Cicor Directors, nor, so far as Cicor is aware, any person acting in concert (within the meaning of the Code) with them for the purposes of the Acquisition had any interest in, right to subscribe for, or had borrowed or lent any TT Shares or securities convertible into or exchangeable for TT Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to TT Shares or in relation to any securities convertible into or exchangeable for TT Shares.

"Interests in securities" for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or long derivative referenced to, securities.

In the interests of secrecy prior to this Announcement, Cicor has not made any enquiries in respect of the matters referred to in this paragraph of certain parties who may be deemed or presumed by the Panel to be acting in concert with Cicor for the purposes of the Acquisition. Enquiries of such parties will be made as soon as practicable following the date of this Announcement and any disclosure in respect of such parties will be included in Cicor's Opening Position Disclosure.

18. Issue, listing and settlement of New Cicor Shares

Shortly following the Scheme becoming Effective, the New Cicor Shares will be issued to TT Shareholders in accordance with their entitlements under the terms of the Acquisition (and subject to dealing with fractional entitlements as described below and any valid elections under the Mix and Match Facility).

The New Cicor Shares to be issued in connection with the Acquisition will be registered shares (Namenaktien) of Cicor with a nominal value of CHF 10.00 each, fully paid and carrying all rights and obligations attached to the existing Cicor Shares already listed on the SIX Swiss Exchange.

The New Cicor Shares will be listed and admitted to trading on the SIX Swiss Exchange in accordance with the Swiss Reporting Standard.

For this purpose, prior to the Effective Date, Cicor intends to apply to the SIX Exchange Regulation for the listing of the New Cicor Shares on the SIX Swiss Exchange, with effect from the Effective Date. In addition, Cicor intends, prior to the Effective Date, to establish a CREST depositary interest structure for the benefit of the TT Shareholders who hold their TT Shares in uncertificated form so as to facilitate the trading of the New Cicor Shares from outside of Switzerland. Details of how TT Shareholders can hold, access and trade the New Cicor Shares will be set out in the Scheme Document.

Fractions of New Cicor Shares will not be issued to TT Shareholders. Instead, any such fractional entitlements will be rounded down to the nearest whole number of New Cicor Shares and any fractions of New Cicor Shares will be aggregated and sold in the market as soon as practicable after the Acquisition becomes Effective. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to TT Shareholders who would otherwise have been entitled to such fractions, save that if the entitlement of any TT Shareholder in respect of the proceeds of sale of fractional entitlements amounts to less than £5.00, such proceeds will be retained for the benefit of the Enlarged Cicor Group.

Cicor intends, following the Effective Date, to use its reasonable efforts to support former TT Shareholders who notify Cicor that they wish to dispose of their Cicor Shares and persons who have expressed an interest in acquiring Cicor Shares to connect via brokers or other intermediaries, in order to further facilitate an orderly market in Cicor's shares.

19. Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on the business day following the date of this Announcement, be made available (subject to certain restrictions on Restricted Overseas Persons) on TT's website at www.ttelectronics.com/investors/ and Cicor's website at www.cicor.com until the Effective Date:

· this Announcement;

· the irrevocable undertakings and letter of intent referred to in paragraph ‎8 (Irrevocable undertakings and letter of intent) of this Announcement;

· the Confidentiality Agreement;

· the Joint Defence Agreement;

· the Co-operation Agreement;

· the OEP Voting Undertaking;

· the consent letters from each of UBS, Gleacher Shacklock, Rothschild & Co, Berenberg and PwC; and

· documents relating to the financing of the Acquisition, referred to in paragraph ‎12 (Financing) of this Announcement.

The contents of any website referred to in this Announcement are not incorporated into and do not form part of this Announcement.

20. General

Cicor reserves the right to elect, with the consent of the Panel (where required) and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition set at 75 per cent. of the TT Shares (or, subject to the terms of the Co-operation Agreement, such other percentage as Cicor may determine, with the consent of the Panel, being in any case TT Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of TT), including, for this purpose, any such voting rights attaching to TT Shares that are issued before the Takeover Offer becomes or is declared unconditional (whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise).

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Cicor intends to: (i) make an application to the FCA to cancel the listing of the TT Shares from the Official List; (ii) make an application to the London Stock Exchange to cancel trading in TT Shares on the London Stock Exchange's Main Market for listed securities; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining TT Shares in respect of which the Takeover Offer has not been accepted.

2.7(c)(vii)

UBS, Gleacher Shacklock, Rothschild & Co, Berenberg and PwC (acting as QFBS Reporting Accountant) have each given, and not withdrawn, their consent to the publication of this Announcement with the inclusion of the references to their names in the form and context in which they appear.

The Acquisition will be subject to the Conditions and certain further terms set out in this Announcement, including ‎Appendix 1 to this Announcement, and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculation contained in this Announcement. ‎Appendix 3 to this Announcement contains details of the irrevocable undertakings and letter of intent received by Cicor in connection with the Acquisition. ‎Appendix 4 to this Announcement contains details and bases of belief of the anticipated quantified financial benefits of the Acquisition together with the related reports from Cicor's QFBS Reporting Accountant, PwC, and Cicor's financial adviser, UBS, as required under Rule 28.1(a) of the Code, and provides underlying information and bases for the QFBS Reporting Accountant's and financial adviser's respective reports. Each of PwC and UBS has given, and not withdrawn, its consent to the publication of its report in this Announcement in the form and context in which it is included. Certain terms used in this Announcement are defined in ‎Appendix 5 to this Announcement.

The Scheme Document and the related Forms of Proxy and Form of Election in relation to the Mix and Match Facility are expected to be sent to TT Shareholders and (for information only) persons with information rights and participants in the TT Share Schemes as soon as reasonably practicable and in any event within 28 days of this Announcement (or on such later time as Cicor, TT and the Panel agree).

Enquiries

Cicor
Marina Winder (Investor Relations)	+41 71 913 73 05
UBS (Sole Financial Adviser to Cicor)	+44 (0) 20 7567 8000
London: Joe Hannon / Ben Edenharder / Anisah Mahomed Zurich: Tommy Hadewicz / Raffael Huber
Camarco (UK PR Adviser to Cicor)
Ed Gascoigne-Pees, Executive Director	+44 (0) 20 3757 4980
TT
Warren Tucker (Chair) Eric Lakin (Chief Executive Officer)	+44 (0) 1932 827 779
Gleacher Shacklock (Financial Adviser to TT) James Dawson Jeremy Stamper Ruaridh Duff	+44 (0) 20 7484 1150
Rothschild & Co (Financial Adviser to TT) Ravi Gupta Neil Thwaites Matthew Price	+44 (0) 20 7280 5000
Berenberg (Corporate Broker to TT) Harry Nicholas Ciaran Walsh Chris Whitaker	+44 (0) 20 3207 7800
MHP (PR Adviser to TT) Tim Rowntree Ollie Hoare	+44 (0) 7817 458 804

Freshfields LLP is acting as legal adviser to Cicor in connection with the Acquisition.

Baker McKenzie is acting as Swiss legal adviser to Cicor in connection with the Acquisition.

Allen Overy Shearman Sterling LLP is acting as legal adviser to TT in connection with the Acquisition.

Schellenberg Wittmer Ltd is acting as Swiss legal adviser to TT in connection with the Acquisition.

Important notices

Overseas shareholders

Additional information for US investors

Forward looking statements

Dealing and opening position disclosure requirements

No profit forecasts or estimates

Quantified Financial Benefits Statement

Publication on website

For the avoidance of doubt, the contents of any website referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Requesting hard copies

Electronic communications

Rounding

General

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange and the FCA.

Rule 2.9 disclosure

Appendix 1
Conditions and Certain Further Terms of the Scheme and the Acquisition

A. Conditions to the Scheme and Acquisition

Long Stop Date

1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, by no later than 11.59 p.m. (London time) on the Long Stop Date.

Scheme approval

2. The Scheme will be conditional upon:

(a) (i) its approval by a majority in number of, representing not less than 75 per cent. in value of the Scheme Shares held by, the Scheme Shareholders (or each of the relevant classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or at any separate class meeting, if applicable), or at any adjournment thereof; and (ii) the Court Meeting (and any separate class meeting, if applicable) being held on or before the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (if any) as Cicor may specify, with the agreement of TT or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required);

(b) (i) the TT Resolutions being duly passed by the requisite majority or majorities at the General Meeting (or at any adjournment thereof); and (ii) the General Meeting being held on or before the 22^nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as Cicor may specify, with the agreement of TT or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required);

(c) (i) the sanction of the Scheme by the Court with or without modification (with any such modification on terms acceptable to Cicor and TT); and (ii) the Scheme Court Hearing being held on or before the 22^nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as Cicor may specify, with the agreement of TT or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required); and

(d) the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

In addition, Cicor and TT have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived.

Issue and admission to listing of New Cicor Shares

3. The SIX Exchange Regulation having approved the listing and admission to trading of the New Cicor Shares in accordance with the Swiss Reporting Standard on the SIX Swiss Exchange (and such approval not having been withdrawn).

Antitrust Conditions and Foreign Investment Conditions

4. Antitrust Conditions

The Acquisition will be conditional upon the following Antitrust Conditions:

Australia

(a) one of the following having occurred:

(i) Cicor receives written notice in a form that satisfies the requirements of section 189(2)(a)(ii) of the Competition and Consumer Act 2010 (Cth) ("CCA") from the Australian Competition and Consumer Commission ("ACCC") between the date of this Announcement and 31 December 2025 indicating or confirming that the ACCC does not intend to conduct a public review, or does not intend to take action, in relation to the Acquisition or intervene in or seek to prevent the Acquisition in relation to a contravention or possible contravention of section 50 of the CCA;

(ii) after this Announcement, notification of the Acquisition has been finally considered in a way that satisfies the requirements of section 51ABF of the CCA and the Acquisition is not stayed, having regard to section 51ABE of the CCA; or

(iii) in the event that the ACCC makes a determination that the Acquisition must not be put into effect, Cicor having made an application under section 100C(1) of the CCA for review of the ACCC's determination by the Australian Competition Tribunal, and a determination is made by the Australian Competition Tribunal under section 100N(1)(a) of the CCA that the Acquisition may be put into effect,

in each case either unconditionally or subject to conditions on terms reasonably satisfactory to Cicor;

Germany

(b) in so far as the Acquisition has to be notified pursuant to section 39 of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB") consummation of the Acquisition is conditional upon the occurrence of one of the following events:

(i) during the initial investigation (Vorprüfverfahren), the German Federal Cartel Office ("FCO") has notified one or both parties to the Acquisition that the merger control procedure has been terminated, either because the requirements for a prohibition of the merger as laid down in section 36(1) of the GWB are not fulfilled or because the Acquisition does not constitute a notifiable transaction;

(ii) the waiting period of one month from submission of a complete notification to the FCO has expired without the parties having been notified by the FCO pursuant to section 40(1) of the GWB that it intends to enter into an in-depth investigation (Hauptprüfverfahren) of the proposed Acquisition;

(iii) the FCO has issued a decision in accordance with section 40(2) sentence 1 of the GWB to the effect that the proposed Acquisition has been cleared;

(iv) having notified the parties that it will enter into an in-depth investigation (Hauptprüfverfahren), the waiting period of four months from submission of a complete notification to the FCO, or an extended waiting period (if agreed upon with the notifying parties), has expired pursuant to section 40(2) of the GWB without the FCO having issued a prohibition order;

(v) in the event that the FCO decides to refer the Acquisition to the European Commission under Article 22(1) of the EC Merger Regulation No 139/2004 (the "EC Merger Regulation"), the European Commission having granted express or implied clearance either unconditionally or subject to conditions on terms reasonably satisfactory to Cicor or until any applicable waiting periods in respect thereof have expired; or

(vi) in the event of a reasoned submission for a referral to the European Commission pursuant to Article 4(5) of the EC Merger Regulation (which shall only be filed if agreed upon between the parties) and no competent Member State having expressed its disagreement with such submission in accordance with Article 4(5) 3^rd subparagraph of the EC Merger Regulation, the European Commission having granted express or implied clearance either unconditionally or subject to conditions on terms reasonably satisfactory to Cicor or until any applicable waiting periods in respect thereof have expired;

Mexico

(c) the Mexican National Antitrust Commission providing written clearance or approval of the Acquisition either unconditionally or with undertakings or conditions on terms reasonably satisfactory to Cicor;

United Kingdom

(d) either:

(i) following confirmation in writing that the UK Competition and Markets Authority (the "CMA") has no further questions in relation to the Acquisition in response to a briefing paper submitted to it, and as at the date on which all other Conditions are satisfied or waived, in relation to the Acquisition, the CMA not having:

(A) requested in writing submission of a merger notice pursuant to section 96 of the Enterprise Act 2002 (the "EA");

(B) indicated to either party in writing that it is commencing a Phase 1 investigation;

(C) indicated in writing that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA of the EA has begun; or

(D) requested in writing documents, information or attendance by witnesses (including under section 109 of the EA) which indicate that it is considering whether to request submission of a merger notice or whether to commence the aforementioned statutory review period; or

(ii) the CMA issuing a decision that it is not the CMA's intention to subject the Acquisition or any matter arising therefrom or related thereto or any part of it to a reference under section 33 of the EA (a "Phase 2 CMA Reference"), such decision being either unconditional or conditional on the CMA's acceptance of undertakings in lieu under section 73 of the EA which are reasonably satisfactory to Cicor (or the applicable time period for the CMA to issue either decision having expired without it having done so and without it having made a Phase 2 CMA Reference) and there having been no decision by the Secretary of State to make a reference under sections 45 or 62 of the EA; and

United States

(e) insofar as the Acquisition constitutes, or is deemed to constitute, a notifiable acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules, or regulations (the "HSR Act"),

(i) filings having been made and all or any applicable waiting periods (including any extensions thereof or any time periods set forth in any agreement between Cicor and/or TT and the US Federal Trade Commission or the US Department of Justice pursuant to which Cicor and/or TT has agreed not to consummate the Acquisition for any period of time) under the HSR Act having expired, lapsed or been terminated as appropriate, in each case, in respect of the Acquisition, or any matters arising from the Acquisition; and

(ii) no law, injunction (whether temporary, preliminary or permanent), or legal order having been enacted, entered, promulgated or enforced by any United States government authority or United States court of law which prevents, makes illegal, prohibits, restrains or enjoins the closing of the Acquisition, provided that this sub-paragraph shall only be considered unfulfilled if such law, injunction, or legal order remains in effect and has not been lifted, vacated, or otherwise been made unenforceable.

5. Foreign Investment Conditions

The Acquisition will be conditional upon the following Foreign Investment Conditions:

France

(a) a notification relating to the Acquisition having been made and accepted under the French Monetary and Financial Code (the "MFC"), and the French Ministry for the Economy, Finance and Industry (Ministère de l'Économie, des Finances et de l'Industrie) (the "French Ministry of Economy") having either: (i) confirmed in writing, pursuant to Article L. 151-3 and R. 151-1 et seq. of the MFC that the Acquisition is not subject to the prior authorisation of the French Ministry of Economy; or (ii) authorised the Acquisition either unconditionally or subject to conditions on terms reasonably satisfactory to Cicor in accordance with Articles L. 151-3 and R. 151-1 et seq. of the MFC;

Italy

(b) the Coordination Group within the Presidency of the Council of Ministers in Italy either having granted (or being deemed to have granted) its consent, approval, clearance, confirmation or licences to the Acquisition either unconditionally or subject to conditions on terms reasonably satisfactory to Cicor, or waived their jurisdiction, the statutory waiting periods have expired or the prohibition to complete the Acquisition under the applicable foreign direct investment control laws has otherwise fallen away;

United Kingdom

(c) a notification relating to the Acquisition having been made and accepted under the National Security and Investment Act 2021 (the "NSI Act"), and the Secretary of State responsible for decisions under the NSI Act in the Cabinet Office or in any other such government department as may be the case from time to time, having either: (i) notified Cicor that no further action will be taken in relation to the Acquisition; or (ii) if the Secretary of State issues a call-in notice in relation to the Acquisition pursuant to sections 1(1) and 14(8)(b) of the NSI Act, either:

(i) the Secretary of State giving a final notification pursuant to section 26(1)(b) of the NSI Act confirming that no further action will be taken in relation to the call-in notice and the Acquisition under the NSI Act; or

(ii) the Secretary of State making a final order pursuant to section 26(1)(a) of the NSI Act permitting the Acquisition to proceed either unconditionally or conditionally on terms reasonably satisfactory to Cicor (and any restrictions on closing having been lifted); and

United States

(d) the parties having jointly submitted a written notice under Subpart E of 31 C.F.R. Part 800 in respect of the Acquisition to the Committee on Foreign Investment in the United States ("CFIUS") and either of the following having occurred:

(i) CFIUS having issued written notice to the parties that: (A) CFIUS has concluded that the Acquisition is not a "covered transaction" subject to review under section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the "DPA"); or (B) CFIUS has concluded all action under the DPA with respect to the Acquisition, and determined that there are no unresolved national security concerns with respect to the Acquisition; or

(ii) CFIUS having sent a report regarding the Acquisition to the President of the United States (the "President"), and either: (A) the period under the DPA during which the President must announce a decision to take action to suspend or prohibit the Acquisition has expired without any such action being announced or taken; or (B) the President has announced a decision not to take any action to suspend or prohibit the Acquisition.

General Third Party official authorisations and regulatory clearances

6. No Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is or is reasonably likely to be material in the context of the Wider Cicor Group or Wider TT Group or the Acquisition which would or might reasonably be expected to:

(a) make the Acquisition or its implementation or the acquisition or proposed acquisition by Cicor or any member of the Wider Cicor Group of any shares or other securities in, or control or management of, TT or any member of the Wider TT Group void, illegal, unlawful and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, impede, challenge, delay or otherwise materially interfere with the implementation of, or impose additional material conditions or obligations with respect to the Acquisition or proposed acquisition of any shares or other securities in, or control or management of, TT or any member of the Wider TT Group by any member of the Wider Cicor Group;

(b) materially limit or delay the ability of any member of the Wider Cicor Group or the Wider TT Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in TT (or any member of the Wider TT Group) or to exercise voting or management control over, any member of the Wider TT Group or any member of the Wider Cicor Group;

(c) require, prevent or materially delay, or impose any material limitation on, the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Cicor Group or by any member of the Wider TT Group of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof, in any case to an extent which is material in the context of the Wider Cicor Group taken as a whole or in the context of the Acquisition;

(d) except pursuant to the terms or the implementation of the Scheme or, if applicable, sections 974 to 991 of the Companies Act, require any member of the Wider Cicor Group or of the Wider TT Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party in any case which is material in the context of the Wider TT Group or the Wider Cicor Group, in either case, taken as a whole or in the context of the Acquisition;

(e) require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Cicor Group of any shares or other securities (or the equivalent) in any member of the Wider TT Group;

(f) impose any limitation on the ability of any member of the Wider Cicor Group or any member of the Wider TT Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Cicor Group and/or the Wider TT Group in a manner and to an extent which is adverse and material to the Wider Cicor Group and/or the Wider TT Group, in either case, taken as a whole;

(g) result in any member of the Wider TT Group or the Wider Cicor Group ceasing to be able to carry on business under any name under which it presently does so which is materially adverse to and material in the context of the Wider TT Group or the Wider Cicor Group, each taken as a whole; or

(h) otherwise materially adversely affect any or all of the business, assets, value, profits, financial or trading position or prospects of any member of the Wider TT Group or any member of the Wider Cicor Group, in either case, taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed, or been terminated.

7. All notifications and applications to, and filings with, Third Parties which are necessary or are reasonably considered appropriate by Cicor having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, TT or any other member of the Wider TT Group by any member of the Wider Cicor Group or the carrying on by any member of the Wider TT Group of any material aspect of its business.

8. All Authorisations which are necessary or are reasonably considered necessary or appropriate by Cicor in any relevant jurisdiction for or in respect of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, TT or any member of the Wider TT Group by any member of the Wider Cicor Group or the carrying on by any member of the Wider TT Group of its business having been obtained, in terms and in a form reasonably satisfactory to Cicor, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider TT Group has entered into contractual arrangements in each case where the absence of such Authorisation would have a material adverse effect on the TT Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same.

Certain matters arising as a result of any arrangement, agreement etc.

9. Except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider TT Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or Acquisition or because of a change in the control or management of any member of the Wider TT Group or otherwise, would reasonably be expected to result in any of the following (in each case to an extent which is or would be material and adverse in the context of the Wider TT Group taken as a whole):

(a) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider TT Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any such member of the Wider TT Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b) save in the ordinary and usual course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider TT Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider TT Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(d) any asset or interest of any member of the Wider TT Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider TT Group or any right arising under which any such asset or interest could reasonably be required to be disposed of or could reasonably be expected to cease to be available to any member of the Wider TT Group otherwise than in the ordinary course of business;

(e) any member of the Wider TT Group ceasing to be able to carry on business under any name under which it presently does so;

(f) the creation of liabilities (actual or contingent) by any member of the Wider TT Group other than in the ordinary course of business;

(g) the rights, liabilities, obligations or interests of any member of the Wider TT Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(h) the financial or trading position or the prospects of any member of the Wider TT Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs ‎(a) to ‎(h) of this Condition ‎9 (in any case to an extent which is or would be material in the context of the Wider TT Group taken as a whole).

10. Since 31 December 2024 and except as Disclosed, no member of the Wider TT Group having:

(a) save as between TT and wholly‑owned subsidiaries of TT or for TT Shares issued under or pursuant to the exercise of options and vesting of awards granted under the TT Share Schemes, issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury;

(b) other than as between wholly-owned members of the Wider TT Group, purchased or redeemed or repaid any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) of this Condition ‎10, made any other change to any part of its share capital to an extent which (other than in the case of TT) is material in the context of the Wider TT Group taken as a whole;

(c) other than to another wholly-owned member of the TT Group, recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue;

(d) except as between TT and its wholly-owned subsidiaries or between such wholly owned subsidiaries, made or authorised any change in its loan capital to an extent which is material and adverse in the context of the Wider TT Group taken as a whole;

(e) except for transactions between TT and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which is material in the context of the Wider TT Group taken as a whole);

(f) issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between TT and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which, in each case, is material in the context of the Wider TT Group taken as a whole;

(g) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(i) otherwise than in the ordinary course of business, is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or

(ii) is reasonably likely to restrict the business of any member of the Wider TT Group other than of a nature and to an extent which is normal in the context of the business concerned,

and which, in each case, is material and adverse in the context of the Wider TT Group taken as a whole;

(h) except as between TT and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider TT Group otherwise than in the ordinary course of business which in any case is material and adverse in the context of the Wider TT Group as a whole;

(i) entered into or varied in any way the terms of, any contract, agreement or arrangement with any of the directors or except for salary increases, bonuses or variations of terms in the ordinary course, senior executives of any member of the Wider TT Group, in each case which is material in the context of the Wider TT Group as a whole;

(j) other than in respect of any member of the Wider Target Group which is dormant and was solvent at the relevant time, taken any corporate action or had any legal proceedings instituted or threatened against it, or petition presented or order made for its winding‑up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Wider TT Group taken as a whole;

(k) been unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case with a material adverse effect on the Wider TT Group taken as a whole;

(l) waived or compromised any claim, otherwise than in the ordinary course of business, which is material in the context of the Wider TT Group taken as a whole;

(m) except in connection with implementation of the Scheme, made any alteration to its memorandum or articles of association which is material in the context of the Acquisition;

(n) except in relation to changes made or agreed as a result of, or arising from, changes to applicable legislation, made or agreed or consented to any change to:

(i) the terms of the trust deeds or other governing documents constituting the pension scheme(s) established by any member of the Wider TT Group for its directors, employees or their dependants;

(ii) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv) the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made,

and, in each case, which has an effect that is material and adverse in the context of the Wider TT Group taken as a whole;

(o) proposed, agreed to provide or modified the terms of any of the TT Share Schemes or other benefit constituting a material change relating to the employment or termination of employment of any persons employed by the Wider TT Group in a manner which is material (either individually or in the aggregate) in the context of the Wider TT Group taken as a whole, save as agreed by the Panel (if required) and by Cicor; or

(p) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition ‎10.

No adverse change, litigation or regulatory enquiry

11. Since 31 December 2024 and except as Disclosed:

(a) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profits or prospects of any member of the Wider TT Group which, in any such case, is material in the context of the Wider TT Group taken as a whole or in the context of the Acquisition;

(b) no contingent or other liability of any member of the Wider TT Group having arisen or become apparent or increased which in any case is material and adverse in the context of the Wider TT Group taken as a whole;

(c) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider TT Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider TT Group which, in any such case, would be reasonably likely to have an adverse effect that is material in the context of the Wider TT Group taken as a whole;

(d) (other than as a result of, or in connection with, the Acquisition) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member of the Wider TT Group which, in any such case, would reasonably be expected to have an adverse effect that is material in the context of the Wider TT Group taken as a whole;

(e) other than with the consent of Cicor, no action having been taken or proposed by any member of the Wider TT Group, or having been approved by TT Shareholders or consented to by the Panel, which falls or would be reasonably likely to fall within or under Rule 21.1 of the Code;

(f) no member of the Wider TT Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider TT Group taken as a whole; and

(g) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider TT Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had or might reasonably be expected to have an adverse effect that is material in the context of the Wider TT Group taken as a whole.

No discovery of certain matters

12. Cicor not having discovered:

(a) save as Disclosed, that any financial, business or other information concerning the Wider TT Group disclosed at any time prior to the date of this Announcement by or on behalf of any member of the Wider TT Group, whether publicly or otherwise, to any member of the Wider Cicor Group or to any of their advisers or otherwise, is materially misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which is not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Cicor or its professional advisers, in each case, to an extent which in any case is material in the context of the Wider TT Group taken as a whole;

(b) that any member of the Wider TT Group is subject to any liability (actual or contingent) which has not been Disclosed and which in any case is material in the context of the Wider TT Group taken as a whole;

(c) any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider TT Group and which is material in the context of the TT Group taken as a whole;

(d) except as Disclosed, that any past or present member of the Wider TT Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non‑compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider TT Group which in any such case is material in the context of the Wider TT Group taken as a whole;

(e) except as Disclosed, that there is, or is reasonably likely to be, any material obligation or liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider TT Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or Third Party or otherwise which in any such case is material in the context of the Wider TT Group taken as a whole; or

(f) except as Disclosed, that circumstances exist whereby a person or class of persons would be reasonably likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider TT Group which is or would be material in the context of the Wider TT Group taken as a whole.

Anti-corruption, sanctions and criminal property

13. Except as Disclosed, Cicor not having discovered that:

(a) (i) any past or present member, director, officer or employee of the Wider TT Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti‑corruption legislation applicable to the Wider TT Group; or (ii) any person that performs or has performed services for or on behalf of the Wider TT Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(b) any asset of any member of the Wider TT Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c) any past or present member, director, officer or employee of the TT Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from:

(i) any government, entity or individual in respect of which United States, United Kingdom or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by United States, United Kingdom or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury & Customs; or

(ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states; or

(d) a member of the TT Group has engaged in any transaction which would cause any member of the Wider Cicor Group to be in breach of any law or regulation upon the Acquisition, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury & Customs, or any other relevant government authority, save that this will not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law.

For the purpose of these Conditions:

(i) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, rulings, judgements, provisions and approvals, in each case, of a Third Party;

(ii) "Blocking Law" means: (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;

(iii) "Third Party" means any central bank, government, government department or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative body, court, agency, association, organisation, arbitrator, arbitral tribunal, institution, authority (including any national, supranational, federal, state, municipal or other governmental authority, entity, agency, commission, court or instrumentality (or other sub-division thereof) exercising executive, legislative, judicial, regulatory or administrative functions) or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel; and

(iv) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, initiate, issue, enforce, implement or threaten any action, proceeding, suit, investigation, enquiry, injunction or reference or made, proposed, promulgated or enacted any statute, regulation, decision, law or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly.

B. Waiver and invocation of the Conditions

1. Subject to the requirements of the Panel, Cicor reserves the right, in its sole discretion, to waive all or any of the Conditions set out in Part A of this Appendix 1, except Conditions 2(a)(i), 2(b)(i), 2(c)(i), 2(d) and 3 which cannot be waived. The deadlines set out in Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later date as may be agreed by Cicor and TT (or, in a competitive situation, specified by Cicor with the consent of the Panel and/or approved by the Court, if such approval is required). If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by the deadline specified in the relevant Condition, Cicor shall make an announcement by 8.00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with TT (or as the case may be, the Panel) to extend the deadline in relation to the relevant Condition (to such later date (if any) as Cicor may specify, with the agreement of TT or, in a competitive situation, with the consent of the Panel, and the approval of the Court if such approval is required).

2. Cicor shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions ‎4 to ‎13 (inclusive) in Part ‎A of this Appendix 1 by a date earlier than the Long Stop Date, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

3. Subject to paragraph ‎4 below, under Rule 13.5(a) of the Code, Cicor may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to the invoke the Condition are of material significance to Cicor in the context of the Acquisition. This will be judged by reference to the facts at the time that the relevant circumstances arise.

4. Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i), 2(d) and 3 of Part A of this Appendix 1, and if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.

5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Cicor.

6. The Acquisition will not become Effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Cicor to be or remain satisfied by no later than the Long Stop Date.

7. If the Panel requires Cicor to make an offer for any TT Shares under Rule 9 of the Code, Cicor may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

C. Implementation by way of Takeover Offer

Cicor reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation) the inclusion of an acceptance condition set at 75 per cent. of the TT Shares (or, subject to the terms of the Co-operation Agreement, such other percentage as Cicor may determine (with the consent of the Panel) being in any case TT Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of TT), including, for this purpose, any such voting rights attaching to TT Shares that are issued before the Takeover Offer becomes or is declared unconditional (whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise)).

D. Certain further terms of the Acquisition

1. The TT Shares will be acquired by Cicor fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this Announcement or subsequently attaching or accruing to them, including the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital made, on or after the date of this Announcement.

2. If, on or after the date of this Announcement but prior to the Effective Date, any dividend, other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TT Shares, Cicor reserves its right (without prejudice to any right of Cicor to invoke Condition ‎10‎(c) in Part A of this Appendix 1) to reduce the consideration payable under the terms of the Acquisition for the TT Shares by an amount up to the amount of such dividend, distribution and/or return of capital or value, in which case any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital or value is declared, made or paid or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Cicor to receive the dividend, distribution or return of capital or value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph. Any exercise by Cicor of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

3. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this ‎Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the UK Listing Rules and the provisions of the Code.

4. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

5. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and any proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Appendix 2
Bases and Sources

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

1. The fully diluted share capital of TT (being 184,807,752 TT Shares) has been calculated on the basis of:

(a) 178,119,248 TT Shares in issue as at the Latest Practicable Date (such figure being TT's issued share capital); plus

(b) a maximum of 6,732,269 TT Shares which may be issued on the exercise of options and vesting of awards on or after the date of this Announcement under the TT Shares Schemes, assuming the application of time pro-rating where applicable and completion of the Acquisition occurring by no later than 30 June 2026, as at the Latest Practicable Date; minus

(c) 43,765 TT Shares held by the TT employee benefit trust that can be used to satisfy the exercise of options and vesting of awards under the TT Share Schemes as at the Latest Practicable Date.

2. The total number of Cicor Shares in issue following completion of the Acquisition has been calculated on the basis of:

(a) 4,388,197 Cicor Shares in issue as at the Latest Practicable Date (excluding shares held in treasury); plus

(b) 517,462 Cicor Shares, being the number of Cicor Shares expected to be issued under the terms of the Acquisition (calculated as the fully diluted share capital of TT as set out in paragraph ‎1 above multiplied by the exchange ratio of 0.0028 Cicor Shares for each TT Share).

This calculation does not take into account: (i) any Cicor Shares to be issued under share plans of the Cicor Group between the date of this Announcement and completion of the Acquisition; (ii) any additional Cicor Shares which may be issued pursuant to its existing mandatory convertible note programme pursuant to which, as at the Latest Practicable Date, a further 10,189 Cicor Shares could potentially be issued; or (iii) any additional awards or options over TT Shares granted by TT pursuant to the TT Share Schemes between the date of this Announcement and completion of the Acquisition.

3. The closing price of Cicor Shares on the Latest Practicable Date of CHF209 has been derived from Bloomberg.

4. The three-month volume-weighted average price of Cicor Shares price of CHF188 has been derived from Bloomberg.

5. The CHF/GBP exchange rate taken at 4.30 p.m. CET on the Latest Practicable Date of 0.9481 has been derived from Bloomberg.

6. The Offer Value has been calculated by adding:

(a) the cash consideration per TT Share of 100 pence; and

(b) the exchange ratio of 0.0028 Cicor Shares per TT Share, multiplied by the closing price of Cicor Shares on the Latest Practicable Date described in paragraph ‎3 above and translating the resulting figure from CHF to GBP using the exchange rate described in paragraph ‎5 above.

7. The value of approximately £287 million for the entire issued, and to be issued, share capital of TT is based on multiplying the fully diluted share capital of TT (as referred to in paragraph ‎1 above) by the Offer Value per TT Share.

8. The implied enterprise value multiples for TT of approximately 8.5 times EBITDA and approximately 12.1 times adjusted operating profit on a post IFRS-16 basis for the last 12 months ended 30 June 2025 are calculated by reference to:

(a) the value of approximately £287 million for the entire issued, and to be issued, share capital of TT set out in paragraph ‎7 above; plus

(b) the following balance sheet items taken as of 30 June 2025: net debt excluding lease liabilities of £73.3 million, lease liabilities of £14.4 million; together divided by

(c) TT's EBITDA for the 12-month period ended 30 June 2025 of £44.2 million and adjusted operating profit for the 12-month period ended 30 June 2025 of £31 million.

9. The percentage of the ordinary shares of Cicor that will be owned by TT Shareholders post-completion of the Acquisition is calculated by dividing the number of the New Cicor Shares to be issued (as referred to in paragraph 2(b) above) under the terms of the Acquisition by the total number of ordinary shares of Cicor expected to be in issue following completion of the Acquisition (as referred to in paragraph ‎2 above) and multiplying the resulting sum by 100 to produce a percentage.

10. All prices quoted for TT Shares are Closing Prices and are derived from Bloomberg.

11. Volume-weighted average prices for TT Shares are derived from Bloomberg.

12. Unless otherwise stated, the financial information on Cicor is extracted (without material adjustment) from Cicor's annual report and accounts for the year ended 31 December 2024 (FY24) and from the announcement of Cicor's results for the six months ended 30 June 2025.

13. Unless otherwise stated, the financial information on TT is extracted (without material adjustment) from TT's annual report and accounts for the year ended 31 December 2024 and from the announcement of TT's results for the six months ended 30 June 2025.

14. The combined pro forma revenue of Cicor and TT referred to in this Announcement has been calculated based on:

(a) Cicor: the Cicor Group's reported FY24 revenue of CHF481 million plus the pro forma FY24 revenue contribution of acquisitions completed by Cicor in 2025 (consisting of Eolane, Mercury, Profectus and MADES) of CHF220 million, resulting in a pro forma FY24 revenue of CHF700 million; and

(b) TT: FY24 revenue of £521 million converted at CHF/GBP = 0.9481.

15. The combined pro forma FY24 EBITDA for the Enlarged Cicor Group referred to in this Announcement has been calculated based on:

(a) Cicor: the Cicor Group's reported EBITDA for FY24 of CHF58 million plus the pro forma FY24 EBITDA contribution of acquisitions completed by Cicor in 2025 (consisting of Eolane, Mercury, Profectus and MADES) of CHF11 million; and

(b) TT: the TT Group's reported FY24 EBITDA of £51 million and the £13 million run-rate cost synergies converted at CHF/GBP = 0.9481.

16. Pro forma EBITDA margin has been presented on the basis of the figures calculated in paragraphs ‎14 and ‎15 above.

17. EPS accretion based on expected 2028E pro forma net income of the Enlarged Cicor Group, adjusted for the full impact of £13 million run-rate cost synergies, the number of ordinary shares of Cicor expected to be in issue following completion of the Acquisition (as referred to in paragraph ‎2 above) and excluding one-off integration costs and the amortisation of PPA write-ups.

18. Certain figures included in this Announcement have been subject to rounding adjustments.

Appendix 3
Details of Irrevocable Undertakings and Letter of Intent

TT Directors

The following TT Directors have given irrevocable undertakings to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their entire beneficial holdings of TT Shares.

Name	Number of TT Shares	Percentage of issued ordinary share capital of TT
Warren Tucker	92,977	0.05%
Eric Lakin	100,000	0.06%
Anne Thorburn	60,000	0.03%
Michael Ord	25,000	0.01%

These irrevocable undertakings also extend to any TT Shares acquired by such TT Directors as a result of the vesting of awards or the exercise of options under the TT Share Schemes.

The irrevocable undertakings remain binding in the event of a higher competing offer and shall cease to be binding only on the earlier of the following:

(a) Cicor announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme of arrangement is announced by Cicor in accordance with Rule 2.7 of the Code at the same time;

(b) the Scheme or Takeover Offer lapses or is withdrawn in accordance with its terms (other than as a result of Cicor electing to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme) and no new, revised or replacement offer or scheme of arrangement is announced at the same time;

(d) the date on which any competing offer for TT becomes or is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

TT Shareholders

In addition, Aberforth Partners LLP (as a discretionary fund manager) has delivered a non-binding letter of intent to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting in relation to the following TT Shares:

Discretionary fund manager	Number of TT Shares	Percentage of issued ordinary share capital of TT
Aberforth Partners LLP	17,753,869	10%

Appendix 4

Part A

Quantified Financial Benefits Statement

Paragraph ‎4 (Financial benefits and synergies) of this Announcement includes statements of estimated cost savings and synergies expected to arise from the Acquisition (together, the "Quantified Financial Benefits Statement"). As identified in paragraph ‎11 (Intentions of Cicor) of this Announcement, finalisation of the integration plan will be subject to the Post-Completion Review and engagement with appropriate stakeholders.

A copy of the Quantified Financial Benefits Statement is set out below:

"The Cicor Directors, having reviewed and analysed the potential synergies of the Acquisition, based on their knowledge of TT's business and the EMS sector, and taking into account the factors they can influence, believe that the Acquisition can generate annual run-rate pre-tax cost synergies of at least £13 million by the end of the third year post-completion of the Acquisition, with circa 95 per cent. of the synergies to be delivered by the end of year two.

The potential sources of quantified synergies are currently envisaged to include:

· approximately 15 per cent. derived from the reduction of overlapping roles outside of the head office, where Cicor intends to apply its decentralised approach to drive efficiencies.

The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below."

Bases of belief

In preparing the Quantified Financial Benefits Statement, Cicor management had input from TT management on the development of the cost synergy plan. The plan has been developed with the aim of ensuring a best-in-class organisation and offering for employees, customers, partners and stakeholders

The Cicor team involved in preparing the plan comprised senior Cicor commercial and financial personnel, as well as relevant functional heads and other personnel within Cicor. The team provided input into the development process, to test synergy assumptions, and to agree on the nature and quantum of the identified synergy initiatives. The Cicor team involved in the exercise is highly experienced in acquiring and integrating companies, with a strong track record in delivering value from these acquisitions with 12 transactions completed in the last four years.

In preparing the Quantified Financial Benefits Statement, both Cicor and TT have shared certain operating and financial information to facilitate the analysis in support of evaluating the potential synergies available from the Acquisition. However, as is typical of these exercises, confidentiality and regulatory considerations have limited the extent of the sharing of data and information. Where data has been limited for commercial or other reasons, the team has made estimates and assumptions to aid its development of individual synergy initiatives. The assessment and quantification of the potential synergies have, in turn, been informed by the Cicor management team's industry experience and knowledge of the existing businesses.

In general, the synergy assumptions have been risk-adjusted, exercising a degree of prudence in the calculation of the estimated synergy benefits set out above.

The majority of cost saving synergies are substantially within the influence of the Cicor Directors.

In assessing potential synergies expected to arise from the Acquisition and the associated costs of realising them, the Cicor Directors have also made the following assumptions, all of which relate to matters which are outside their influence:

· no material change to current prevailing global macroeconomic and political conditions in the markets in which Cicor and TT operate;

· no material impact on either Cicor's or TT's respective businesses as a result of legislative or regulatory matters; and

· no material change in accounting standards applied by either business.

The baselines used for the quantified cost synergies were:

· for Cicor: operating expenses for the financial year ended 31 December 2024;

· for TT non-staff related costs: operating expenses for the financial year ended 31 December 2024, adjusted for previously announced cost saving initiatives; and

· for TT staff related costs: the latest available headcount and associated annualised direct per-head costs.

Reports

Copies of these reports are included under Part B and Part C of this ‎Appendix 4. Each of PwC and UBS has given and not withdrawn its consent to the publication of its report on the Quantified Financial Benefits Statement set out under Part B and Part C of this ‎Appendix 4 in the form and context in which it is included.

Notes

Part B

Reporting from PwC on the Quantified Financial Benefits Statement

The Directors (the "Directors")

Cicor Technologies Ltd

Route de l'Europe 8

2017 Boudry

Switzerland

UBS AG (solely in its capacity as a "Financial Adviser")

London Branch

5 Broadgate

London

EC2M 2QS

30 October 2025

Dear Ladies and Gentleman

Report on Quantified Financial Benefits Statement by Cicor Technologies Ltd (the "Company")

We report on the quantified financial benefits statement by the Directors (the "Statement") included in Part A of ‎Appendix 4 to the Rule 2.7 announcement dated 30 October 2025 (the "Announcement") to the effect that:

The potential sources of quantified synergies are currently envisaged to include:

· approximately 15 per cent. derived from the reduction of overlapping roles outside of the head office, where Cicor intends to apply its decentralised approach to drive efficiencies.

Aside from these one-off integration costs, potential areas of dis-synergy expected to arise in connection with the Acquisition have been considered and were determined by the Cicor Directors to be immaterial to the above analysis. The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis."

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and Mergers (the "Takeover Code") and is given for the purpose of complying with that requirement and for no other purpose.

Opinion

In our opinion, the Statement has been properly compiled on the basis stated.

The Statement has been made in the context of the disclosures in Part A of ‎Appendix 4 of the Announcement setting out the basis of the Directors' belief (including the principal assumptions and sources of information) supporting the Statement and their analysis and explanation of the underlying constituent elements.

Responsibilities

It is the responsibility of the Directors to prepare the Statement in accordance with the requirements of Rule 28 of the Takeover Code.

It is our responsibility to form our opinion, as required by Rule 28.1(a)(i) of the Takeover Code, as to whether the Statement has been properly compiled on the basis stated and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed or to the shareholders of the Company as a result of the inclusion of this report in the Announcement, and for any responsibility arising under Rule 28.1(a)(i) of the Takeover Code to any person as and to the extent therein provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the Takeover Code, consenting to its inclusion in the Announcement.

Basis of preparation of the Statement

The Statement has been prepared on the basis stated in Part A of ‎Appendix 4 to the Announcement.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council ("FRC") in the United Kingdom. We are independent in accordance with the Revised Ethical Standard 2024 issued by the FRC as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We have discussed the Statement, together with the underlying plans (relevant bases of belief/including sources of information and assumptions), with the Directors. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Statement has been properly compiled on the basis stated.

We do not express any opinion as to the achievability of the benefits identified by the Directors in the Statement.

Since the Statement and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we express no opinion as to whether the actual benefits achieved will correspond to those anticipated in the Statement and the differences may be material.

Yours faithfully

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

Part C

Report from UBS AG London Branch on the Quantified Financial Benefits Statement

The Directors (the "Directors")

Cicor Technologies Ltd

Route de l'Europe 8

2017 Boudry

Switzerland

Dear Ladies and Gentlemen

Recommended cash and share acquisition of TT Electronics plc ("TT") by Cicor Technologies Ltd. ("Cicor) - Report on Quantified Financial Benefits Statement of Cicor

We refer to the Quantified Financial Benefits Statement, the bases of belief thereof and the notes thereto (together, the "Statement") made by Cicor, as set out in Part A of Appendix 4 to the announcement dated 30 October 2025 of which this report forms part (the "Announcement"), for which the directors of Cicor (the "Directors") are solely responsible under Rule 28.3 of the City Code on Takeovers and Mergers (the "Code").

We have discussed the Statement (including the bases of belief, assumptions and sources of information referred to therein) with the Directors and those officers and employees of Cicor who developed the underlying plans, as well as with PricewaterhouseCoopers LLP. The Statement is subject to uncertainty as described in the Announcement and our work did not involve an independent examination or verification of any of the financial or other information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of Cicor, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this report.

We have also reviewed the work carried out by PricewaterhouseCoopers LLP and have discussed with them their opinion set out in Part B of Appendix 4 to the Announcement addressed to you and us on this matter and the accounting policies and bases of calculation for the Statement.

We do not express any view or opinion as to the achievability of the quantified financial benefits, whether on the basis identified by the Directors in the Statement or otherwise.

This report is provided pursuant to our engagement letter with Cicor solely to the Directors of Cicor in connection with Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to Cicor or its shareholders or any person (including, without limitation, the board of directors and shareholders of TT) other than the Directors in respect of the contents of this report. We are acting exclusively as financial adviser to Cicor and no one else in connection with the Acquisition referred to in the Announcement and it is for the purpose of complying with Rule 28.1(a)(ii) of the Code that Cicor has requested UBS AG London Branch to prepare this report relating to the Statement. No person other than the Directors can rely on the contents of this report, or on the work undertaken in connection with this report, and, to the fullest extent permitted by law, we expressly exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this report, its contents, its results, or the work undertaken in connection with this report or any of the results or conclusions that may be derived from this report or any written or oral information provided in connection with this report, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statement, for which you as the Directors are solely responsible, for the purposes of the Code, has been prepared with due care and consideration.

Yours faithfully,

UBS AG London Branch

Appendix 5
Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise.

"£", "GBP", "pence" or "p"	the lawful currency of the United Kingdom
"₣", "Swiss Franc", "CHF"	the lawful currency of Switzerland
"A&D"	aerospace and defence
"ACCC"	Australian Competition and Consumer Commission
"Acquisition"	the proposed acquisition by Cicor of the entire issued and to be issued share capital of TT to be implemented by way of the Scheme or, should Cicor so elect, and where required, the Panel consent (and subject to the terms of the Co-operation Agreement), by means of a Takeover Offer, and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Announcement"	this announcement (including the summary thereof and the Appendices)
"Antitrust Conditions"	those Conditions set out in paragraph ‎4 of Part A of ‎Appendix 1 to this Announcement
"Berenberg"	Joh. Berenberg, Gossler & Co. KG, London Branch
"Blocking Law"	has the meaning given in Condition ‎13 of Part A of Appendix 1 to this Announcement
"Business Day"	a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London and Geneva, Switzerland
"CCA"	the Competition and Consumer Act 2010 (Cth), as amended from time to time
"CFIUS"	the Committee on Foreign Investment in the United States
"Cicor"	Cicor Technologies Ltd.
"Cicor Board"	the board of directors of Cicor at the time of this Announcement or, where the context so requires, the directors of Cicor from time to time
"Cicor Directors"	the directors of Cicor at the time of this Announcement or, where the context so requires, the directors of Cicor from time to time
"Cicor Group"	Cicor and its subsidiary undertakings
"Cicor Shares"	the registered shares of Cicor with a nominal value of CHF 10.00 each, admitted to trading at the SIX Swiss Exchange
"Closing Price"	the closing middle market quotations of a TT Share as derived from the daily official list of the London Stock Exchange
"CMA"	the UK Competition and Markets Authority
"Code"	the City Code on Takeovers and Mergers, as amended from time to time
"Companies Act"	the Companies Act 2006, as amended from time to time
"Conditions"	the conditions to the implementation of the Acquisition (including the Scheme) as set out in ‎Appendix 1 to this Announcement and to be set out in the Scheme Document
"Confidentiality Agreement"	the confidentiality agreement entered into between Cicor and TT in relation to the Acquisition dated 8 September 2025, as described in paragraph ‎14 (Offer-related arrangements) of this Announcement
"Co-operation Agreement"	the co-operation agreement entered into between TT and Cicor in connection with the Acquisition dated 30 October 2025, as described in paragraph ‎14 (Offer-related arrangements) of this Announcement
"Court"	the High Court of Justice of England and Wales
"Court Meeting"	the meeting of the Scheme Shareholders to be convened at the direction of the Court pursuant to Part 26 of the Companies Act at which a resolution will be proposed to approve the Scheme (with or without modification), including any adjournment, postponement or reconvening thereof, and notice of which will be set out in the Scheme Document
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in such Regulations) and in accordance with which securities may be held and transferred in uncertificated form
"Dealing Disclosure"	has the same meaning as in Rule 8 of the Code
"Disclosed"	information which has been fairly disclosed by or on behalf of TT: (i) in the annual report and accounts of the TT Group for the 12 month period to 31 December 2024; (ii) in the half yearly results announcement of the TT Group for the six month period to 30 June 2025; (iii) in this Announcement; (iv) in any other public announcement made to a Regulatory Information Service by, or on behalf of, TT prior to the date of this Announcement; or (v) in writing (including via the virtual data room operated by or on behalf of TT in respect of the Acquisition) or in due diligence sessions with TT Directors or employees of the Wider TT Group and any written replies and correspondence in connection therewith prior to the date of this Announcement to Cicor
"DPA"	the Defense Production Act of 1950, as amended, including all implementing regulations thereof
"EA"	the Enterprise Act 2002
"EC Merger Regulation"	the EC Merger Regulation No 139/2004, as amended from time to time
"Effective"	(i) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective pursuant to and in accordance with its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Code
"Effective Date"	the date upon which the Acquisition becomes Effective in accordance with its terms
"EMS"	electronics manufacturing services
"Enlarged Cicor Group"	the combined group following completion of the Acquisition, comprising the Cicor Group and the TT Group
"EPS"	earnings per share
"Excluded Shares"	(i) any TT Shares registered in the name of or beneficially owned by Cicor and/or any other member of the Cicor Group (and/or any nominee of the foregoing); (ii) any TT Shares held in treasury by TT; and (iii) any other TT Shares which TT and Cicor agree will not be subject to the Scheme, in each case at any relevant date or time
"Facilities Agreement"	the GBP 345,000,000 and CHF 170,000,000 term and revolving facilities agreement dated 30 October 2025 between Commerzbank Aktiengesellschaft as agent, Commerzbank Aktiengesellschaft and UBS Switzerland AG as lenders and arrangers, and Cicor as borrower
"FCA"	the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA, or its successor from time to time
"FCO"	the German Federal Cartel Office
"FinSA"	the Swiss Financial Services Act, as amended from time to time
"Foreign Investment Conditions"	those Conditions set out in paragraph ‎5 of Part A of ‎Appendix 1 to this Announcement
"Form of Election"	the form of election to be sent to Scheme Shareholders by or on behalf of TT pursuant to which an eligible Scheme Shareholder (other than a Restricted Overseas Person) may make an election under the Mix and Match Facility, which shall accompany the Scheme Document
"Forms of Proxy"	the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document
"French Ministry of Economy"	the French Ministry for the Economy, Finance and Industry (Ministère de l'Économie, des Finances et de l'Industrie)
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time
"General Meeting"	the general meeting of TT to be convened in connection with the Scheme for the purpose of considering and, if thought fit, approving the TT Resolutions, including any adjournment, postponement or reconvening thereof, and notice of which will be set out in the Scheme Document
"Gleacher Shacklock"	Gleacher Shacklock LLP
"GWB"	the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen), as amended from time to time
"HSR Act"	the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules, or regulations
"Joint Defence Agreement"	the confidentiality and joint defence agreement entered into between TT and Cicor in connection with the Acquisition dated 8 October 2025, as described in paragraph ‎14 (Offer-related arrangements) of this Announcement
"Latest Practicable Date"	29 October 2025, being the last Business Day before the date of this Announcement
"London Stock Exchange"	London Stock Exchange plc or its successor from time to time
"Long Stop Date"	30 July 2026, or such later date as: (i) Cicor and TT may agree (with the consent of the Panel, if required) or (in a competitive situation) as may be specified by Cicor with the consent of the Panel; or (ii) the Panel may direct under the Note on Section 3 of Appendix 7 to the Code, and in each case as the Court may approve (if such approval is required)
"Main Market"	the London Stock Exchange's main market for listed securities
"MFC"	the French Monetary and Financial Code
"Mix and Match Facility"	the facility under which eligible TT Shareholders (other than Restricted Overseas Persons) will be entitled to elect to vary the proportions in which they receive New Cicor Shares and cash in respect of their holdings of Scheme Shares to the extent that other such TT Shareholders make off-setting elections
"New Cicor Shares"	the new Cicor Shares to be issued to TT Shareholders in connection with the Acquisition
"NSI Act"	the National Security and Investment Act 2021, as amended from time to time
"OEM"	original equipment manufacturer
"OEP"	OEP 80 B.V.
"OEP Voting Undertaking"	the voting undertaking entered into by OEP dated 30 October 2025, as described in paragraph ‎14 (Offer-related arrangements) of this Announcement
"Offer Document"	should the Acquisition be implemented by means of a Takeover Offer, the document to be sent to (amongst others) TT Shareholders which will contain, among other things, the terms and conditions of the Takeover Offer
"Offer Value"	has the meaning given in paragraph ‎2 (The Acquisition) of this Announcement
"Official List"	the official list maintained by the FCA pursuant to Part 6 of FSMA
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code
"Overseas Shareholders"	TT Shareholders (or nominees of, or custodians or trustees for, TT Shareholders) who are in, resident in, or nationals or citizens of, jurisdictions outside the United Kingdom
"Panel"	the UK Panel on Takeovers and Mergers
"Phase 2 CMA Reference"	has the meaning given in paragraph ‎(d) of Condition ‎4 in Part A of ‎Appendix 1 to this Announcement
"Post-Completion Review"	has the meaning given in paragraph ‎11 (Intentions of Cicor) of this Announcement
"PPA"	purchase price allocation
"President"	the President of the United States
"PwC"	PricewaterhouseCoopers LLP
"QFBS Reporting Accountant"	PwC
"Quantified Financial Benefits Statement"	the statement of estimated cost savings and synergies arising out of the Acquisition set out in ‎Appendix 4 to this Announcement
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements
"Restricted Jurisdiction"	any jurisdiction (other than the United Kingdom) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure (or would or may require Cicor to comply with any requirement which in its absolute discretion is regarded as unduly onerous) if information concerning the Acquisition is sent, distributed or made available to TT Shareholders or if consideration pursuant to the Acquisition is paid in that jurisdiction
"Restricted Overseas Persons"	TT Shareholders who are in, resident in, or nationals or citizens of, Restricted Jurisdictions
"Rothschild & Co"	N.M. Rothschild & Sons Limited
"Scheme"	the scheme of arrangement proposed to be made under Part 26 of the Companies Act between TT and the Scheme Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by TT and Cicor
"Scheme Court Hearing"	the hearing of the Court of the application to sanction the Scheme under Part 26 of the Companies Act, and any adjournment, postponement or reconvening thereof
"Scheme Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
"Scheme Document"	the document to be sent to (among others) TT Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting
"Scheme Record Time"	the time and date specified in the Scheme Document, expected to be 6.00 p.m. (London time) on the Business Day immediately prior to the Effective Date (or such other date as Cicor and TT may agree and that (if so required) the Court may allow)
"Scheme Shareholders"	holders of Scheme Shares
"Scheme Shares"	TT Shares: (a) in issue as at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and (c) (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme, but in each case other than the Excluded Shares
"Scheme Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined
"Significant Interest"	in relation to an undertaking, a direct or indirect interest in 20 per cent. or more of the voting rights conferred by the equity share capital of such undertaking
"SIX Exchange Regulation"	SIX Exchange Regulation AG or its successor from time to time
"SIX Swiss Exchange"	SIX Swiss Exchange AG or its successor from time to time
"Swiss Reporting Standard"	the set of listing and ongoing disclosure requirements established by SIX Swiss Exchange for issuers whose securities are admitted to trading under this standard, requiring financial reporting in accordance with Swiss GAAP FER or the financial reporting standard under the Swiss Banking Act and compliance with regular reporting obligations
"Takeover Offer"	if (subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement) Cicor elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act), the offer to be made by or on behalf of Cicor to acquire the issued and to be issued ordinary share capital of TT on the terms and subject to the conditions to be set out in the related offer document, including, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Third Party"	has the meaning given in Condition ‎13 of Part A of Appendix 1 to this Announcement
"TT"	TT Electronics plc
"TT Articles"	the articles of association of TT from time to time
"TT Directors"	the directors of TT at the time of this Announcement or, where the context so requires, the directors of TT from time to time
"TT Group"	TT and its subsidiary undertakings
"TT Resolutions"	such shareholder resolutions of TT to be proposed at the General Meeting as are necessary to approve, implement and effect the Scheme, including a special resolution to be proposed in connection with implementation of the Scheme and certain amendments to be made to the TT Articles
"TT Share Schemes"	the Deferred Share Bonus Plan 2020, the Long Term Incentive Plan 2014, the Long Term Incentive Plan 2024, the Restricted Share Plan 2010, the Sharesave Scheme 2020 and the USA Employee Stock Purchase Plan 2020 operated by TT, each as amended from time to time
"TT Shareholders"	the registered holders of TT Shares from time to time
"TT Shares"	the ordinary shares of 25 pence each in the share capital of TT
"UBS"	UBS AG London Branch
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Listing Rules"	the rules and regulations made by the FCA under FSMA, and contained in the publication of the same name, as amended from time to time
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"US Exchange Act"	the United States Securities Exchange Act of 1934, as amended from time to time
"US Securities Act"	the United States Securities Act of 1933, and the rules and regulations promulgated thereunder
"Wider Cicor Group"	Cicor and the subsidiaries and subsidiary undertakings of Cicor and its associated undertakings (including any joint venture, partnership, firm or company in which any member of the Cicor Group is interested or any undertaking in which Cicor and such undertakings (aggregating their interests) have a Significant Interest)
"Wider TT Group"	TT and the subsidiaries and subsidiary undertakings of TT and its associated undertakings (including any joint venture, partnership, firm or company in which any member of the TT Group is interested or any undertaking in which TT and such undertakings (aggregating their interests) have a Significant Interest)

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement. All references to time in this Announcement are to London time unless otherwise stated.

References to the singular include the plural and vice versa.

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