Cicor recommended offer for TT Electronics

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH CICOR TECHNOLOGIES LTD REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed cash and share acquisition (the Acquisition) by Cicor Technologies Ltd (Cicor) of TT Electronics plc (the Company). The information contained in this area of the website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this area of the website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Acquisition will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Acquisition, shareholders of the Company should rely only on the information contained and procedures described in the formal Scheme Document.

Terms defined in the announcement of the Acquisition dated 30 October 2025 shall have the same meaning when used in this notice.

Access to the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Cicor reserves the right to amend or update this notice in whole or in part at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Cicor.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or any part thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website. 

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit, show or otherwise share the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the Code) and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Notice to 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 of the TT Shares by way of a Takeover Offer (subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement), 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 of the TT Shares by way of a Takeover Offer (subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement), 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 the Company 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. 

Forward Looking Statements

This area of the website contains “forward-looking statements”. These statements are based on the current expectations of the management of Cicor and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Acquisition on Cicor or any member of the Cicor Group, the Enlarged Cicor Group, the Company or any member of the TT Group, the expected timing and scope of the Acquisition and other statements other than historical facts. 

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Cicor believes that the expectations reflected in such forward-looking statements are reasonable, Cicor 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 may include: 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 the Company 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.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Cicor nor any of its affiliated companies (nor any of their respective officers, employees or representatives) undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors and the executive management team of Cicor (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, Cicor or its affiliated companies (or any of their respective officers, employees or representatives) have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents and information included in this area of the website speak only at the specified date of the relevant document or information and neither Cicor nor any of its affiliated companies (or any of their respective officers, employees or representatives) has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

By clicking ‘I Accept’ below, you give the following confirmations: 

• I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or any part thereof illegal.

• I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in this area of the website either in whole or in part, directly or indirectly, to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

• I represent and warrant to Cicor that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.

• I agree to be bound by the terms of this notice.

If you are not able to give the confirmations above, you should click ‘I Do Not Accept’ below.