Publication of Scheme Document
TT Electronics PLC has published its Scheme Document regarding the recommended cash and share acquisition by Cicor Technologies Ltd., detailing a revised final offer where TT Shareholders can receive either 150 pence in cash or 0.0084 New Cicor Shares per TT Share. The TT Directors unanimously recommend this offer, considering it fair and reasonable, with the scheme requiring shareholder approval at meetings on December 17, 2025, and an expected effective date in the first half of 2026.
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BY
CICOR TECHNOLOGIES LTD. ("CICOR")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
PUBLICATION OF SCHEME DOCUMENT
Introduction
On 30 October 2025, the boards of directors of TT and Cicor announced that they had reached agreement on the terms and conditions of a recommended cash and share acquisition pursuant to which Cicor would acquire the entire issued, and to be issued, ordinary share capital of TT (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 18 November 2025, the boards of Cicor and TT announced that they had reached agreement on the terms of a revised final* offer pursuant to which TT Shareholders will have the ability to receive, for each TT Share held, either 150 pence in cash pursuant to the All Cash Offer, or subject to valid elections being made, 0.0084 New Cicor Shares pursuant to the Share Alternative (subject to the terms of the Share Alternative) (the "Revised Offer").
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document (as defined below), unless the context requires otherwise. All references to time in this announcement are to London time, unless otherwise stated.
* The financial terms of the Revised Offer are final and will not be increased or improved, except that Cicor reserves the right to increase the amount of the All Cash Offer and/or improve the financial terms of the Share Alternative if there is an announcement, on or after 18 November 2025, of an offer or a possible offer for TT by a third party offeror or potential offeror.
Publication and posting of the Scheme Document
TT is pleased to announce that it has today published a shareholder circular relating to the Scheme (the "Scheme Document") containing, among other things, a letter from the Chairman of TT, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, a summary of the Share Alternative, a description of the New Cicor Shares, notices of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by TT Shareholders.
The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on TT's website at https://www.ttelectronics.com/investors/recommended-offer-cicor/ and Cicor's website at https://www.cicor.com/en/investors/cicor-recommended-offer-for-tt-electronics/. The contents of these websites are not incorporated into and do not form part of this announcement.
Hard copies of the Scheme Document (or, depending on the relevant TT Shareholder's communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed), Forms of Proxy for the Court Meeting and the General Meeting and (depending on whether the relevant TT Shareholder holds their TT Shares in certificated or uncertificated form) a Form of Election for the Share Alternative are being sent to TT Shareholders today, subject to certain restrictions relating to persons resident in Restricted Jurisdictions.
Recommendation
The TT Directors, who have been so advised by Gleacher Shacklock and Rothschild & Co as to the financial terms of the All Cash Offer and the Share Alternative, consider the terms of each of them to be fair and reasonable. In providing their advice to the TT Directors, 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 Takeover Code.
Accordingly, the TT Directors recommend unanimously that TT Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, as those TT Directors who hold TT Shares have irrevocably undertaken to do in respect of their own beneficial holdings of TT Shares, representing, in aggregate, approximately 0.16 per cent. of the issued ordinary share capital of TT as at the Latest Practicable Date.
TT Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Action required
As described in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that a majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting, and that the requisite majority of TT Shareholders approve the Special Resolution relating to the Scheme at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, both of which will be held at the offices of Allen Overy Shearman Sterling LLP, One Bishops Square, London E1 6AD on 17 December 2025, are set out in Part XIV (Notice of Court Meeting) and Part XV (Notice of General Meeting), respectively, of the Scheme Document. The Court Meeting will start at 4.30 p.m. on that date and the General Meeting will start at 4.45 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.
It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. Scheme Shareholders are therefore strongly urged to: (i) sign and return their Forms of Proxy by post; or (ii) transmit a proxy appointment and voting instruction online via Equiniti's online facility or through the CREST electronic proxy appointment service, as soon as possible.
Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Shareholder helpline
Timetable
The expected timetable of principal events is set out in the Scheme Document and also below. Subject to the approval of the Scheme at the Court Meeting, the passing of the Special Resolution at the General Meeting and the satisfaction or (where applicable) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court, the Scheme is expected to become Effective during H1 2026.
If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, TT Shares on the London Stock Exchange's Main Market will be the Business Day immediately prior to the Effective Date, and dealings in TT Shares will be suspended with effect from 7.30 a.m. on the Effective Date.
It is intended that the cancellation of the listing and admission to trading of TT Shares on the Main Market will take effect at 7.30 a.m. on the Business Day following the Effective Date. In addition, on the Effective Date, entitlements to Scheme Shares held within CREST will be cancelled, and share certificates in respect of Scheme Shares held in certificated form will cease to be valid documents of title and should be destroyed or, at the request of TT, delivered up to TT, or to any person appointed by TT to receive the same.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event | Time and/or date (1) |
| Publication of the Scheme Document | 25 November 2025 |
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (BLUE form) | 4.30 p.m. on 15 December 2025 (2) |
| General Meeting (YELLOW form) | 4.45 p.m. on 15 December 2025 (3) |
| Voting Record Time | 6.30 p.m. on 15 December 2025 (4) |
| Court Meeting | 4.30 p.m. on 17 December 2025 |
| General Meeting | 4.45 p.m. on 17 December 2025 (5) |
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. TT will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on TT's website at www.ttelectronics.com/investors/recommended-offer-cicor/ See also note (1).
| Election Return Time in respect of the Share Alternative | 1.00 p.m. on D-1 Business Day (6) |
| If Cicor Non-CSN Shareholders wish to receive the delivery of New Cicor Shares as Book-entry Securities, to inform Cicor of the securities account, where they wish to receive the delivery of such New Cicor Shares as Book-entry Securities | 1.00 p.m. on D-1 Business Day |
| Scheme Court Hearing | a date which is as soon as reasonably practicable after Cicor confirms the satisfaction or waiver of the Conditions (other than Conditions 1, 2(c) and 2(d)) (" D ") |
| Last day for dealings in, and for the registration of transfers of, TT Shares on the London Stock Exchange | D+1 Business Day |
| Scheme Record Time | 6.00 p.m. on D+1 Business Day |
| Disablement of CREST in respect of TT Shares | 6.00 p.m. on D+1 Business Day |
| Suspension of dealings in TT Shares on the London Stock Exchange | by 7.30 a.m. on D+2 Business Days |
| Effective Date of the Scheme | D+2 Business Days (7) |
| Announcement concerning the extent to which Share Alternative Elections will be satisfied | D+2 Business Days |
| Cancellation of listing and admission to trading of TT Shares | by 7.30 a.m. on D+3 Business Days |
| Issuance (or transfer) of New Cicor Shares and creation of New Cicor Shares as Book-entry Securities | by 5.00 p.m. on D+3 Business Days |
| Admission to listing and trading of New Cicor Shares and commencement of dealings in New Cicor Shares on the SIX Swiss Exchange | D+4 Business Days |
| In respect of: (i) TT CREST Shareholders, settlement of entitlements to New Cicor CDIs through CREST; (ii) Cicor CSN Shareholders, settlement of entitlements to New Cicor CDIs through crediting of such New Cicor CDIs to the relevant Cicor CSN accounts of such Cicor CSN Shareholders; and (iii) Cicor Non-CSN Shareholders, settlement of direct uncertificated entitlements to New Cicor Shares as Book-entry Securities or uncertificated form (as applicable) | by not later than 14 days after the Effective Date |
| Latest date for despatch of cheques, electronic settlement and crediting of CREST accounts of TT Shareholders for cash consideration due under the Scheme (in both cases, including any cash due in relation to the sale of fractional entitlements) | by not later than 14 days after the Effective Date |
| Despatch of confirmation of ownership of New Cicor Shares in respect of Cicor Non-CSN Shareholders in uncertificated form | by not later than 14 days after the Effective Date |
| Despatch of Cicor CSN Statements to Cicor CSN Shareholders participating in the Cicor CSN | by not later than 14 days after the Effective Date |
| Long Stop Date | 11.59 p.m. on 30 July 2026 (8) |
(1) The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to TT Shareholders by announcement through a Regulatory Information Service. (2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 4.30 p.m. on 15 December 2025 or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (in each case excluding any part of such 48-hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 4.30 p.m. on 15 December 2025, it may: (i) be presented in person to the Equiniti representative who will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment thereof) or (ii) be scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com . (3) In order to be valid, YELLOW Forms of Proxy for the General Meeting must be lodged not later than 4.45 p.m. on 1 5 December 2025 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for any adjourned General Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). If the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid. (4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting. (5) To commence at 4.45 p.m. on 17 December 2025 or as soon thereafter as the Court Meeting concludes or is adjourned. (6) The Election Return Time will be 1.00 p.m. on the date that is one Business Day prior to the date of the Scheme Court Hearing. Once the date for the Scheme Court Hearing is set, TT will announce the Election Return Time via a Regulatory Information Service (with such announcement being made available on TT's website at www.ttelectronics.com/investors/recommended-offer-cicor/ and an appropriate event will be set up by Euroclear in CREST. It will be possible for TTE Instructions to be sent to Euroclear from such time onwards until the Election Return Time. (7) TT and Cicor expect that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III ( Conditions to the Implementation of the Scheme and to the Acquisition ) of the Scheme Document, the Scheme will become Effective in H1 2026 . The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date. (8) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to 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 Takeover Code, and in each case as the Court may approve (if such approval is required).
Participants in the TT Share Schemes will be contacted separately to inform them of the effect of the Scheme on their rights under the TT Share Schemes, including details of any dates and times relevant to them.
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.
Notice to US TT Shareholders
Dealing and opening position disclosure requirements
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