No intention to make an offer for TT Electronics
DBAY Advisors Limited has announced that it does not intend to make an offer for TT Electronics Plc, following consideration of a possible offer and a ruling from the Panel on Takeovers and Mergers. DBAY is now bound by restrictions under Rule 2.8 of the Code, though it reserves the right to set these aside under specific circumstances, such as the withdrawal of Cicor's offer or the announcement of a competing offer. DBAY continues to believe Cicor's offer terms are unattractive and intends to vote against the scheme of arrangement.
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
DBAY Advisors Limited ("DBAY")
No intention to make an offer for TT Electronics Plc ("TT Electronics" or the "Company")
On 9 December 2025, DBAY announced that it was considering a possible offer for the entire issued and to be issued ordinary shares of TT Electronics (save for those already owned by funds managed or advised by DBAY).
On 10 December 2025, the Panel on Takeovers and Mergers (the "Panel") announced that, pursuant to Section 4 of Appendix 7 of the Takeover Code, the Panel Executive had ruled that, unless the Executive consented otherwise, DBAY would be required by 5.00pm on 15 December 2025 to either announce a firm intention to make an offer for TT Electronics under Rule 2.7 of the Code, or announce that it does not intend to make an offer for TT. DBAY accepted this ruling.
In accordance with such clarification deadline, DBAY confirms that it does not intend to make an offer for TT Electronics. DBAY and any person acting in concert with it, except with the consent of the Panel, is bound by the restrictions under Rule 2.8 of the Code.
Under Note 2 to Rule 2.8 of the Code, DBAY, and any person acting in concert with DBAY, reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:
- in the event that the offer by Cicor is withdrawn or lapses, with the agreement of the board of TT Electronics;
- if a third party announces a firm intention to make an offer for TT Electronics;
- if TT Electronics announces a Rule 9 waiver (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or
- if there has been a material change of circumstances (as determined by the Panel).
In line with its announcement of 9 December 2025, DBAY continues to believe that the terms of Cicor's offer as set out in the scheme document are unattractive, and therefore intends to vote against the scheme of arrangement.
The person at DBAY responsible for making this announcement is Mike Haxby, Partner.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.