Further Adjournment of Court & General Meetings
TT Electronics PLC announced a further adjournment of its Court Meeting and General Meeting to January 7, 2026, to allow more time for shareholder engagement regarding Cicor Technologies Ltd.'s recommended cash and share acquisition offer. The offer allows TT shareholders to receive either 150 pence in cash per TT Share or 0.0084 New Cicor Shares per TT Share, subject to elections. Shareholders are advised not to attend the meetings on December 22, 2025, as the sole purpose will be to adjourn them. The acquisition is intended to be effected by a scheme of arrangement.
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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
FURTHER ADJOURNMENT OF COURT MEETING AND GENERAL MEETING
Following the announcement by DBAY Advisors Limited ("DBAY") on 15 December 2025, the TT Directors have concluded that, in order to allow further time for engagement with TT Shareholders before the Meetings, it is in the best interests of the Company and TT Shareholders as a whole to further adjourn the Court Meeting and the General Meeting, which were originally adjourned to 22 December 2025. The further adjourned Meetings will now take place on 7 January 2026.
At the Meetings on 22 December 2025, the only business to be dealt with will be to adjourn the Meetings to the times, date and location set out below. Accordingly, the TT Directors recommend that TT Shareholders do not attend the Meetings on 22 December 2025.
This follows TT's announcement on 10 December 2025 that the Court Meeting and General Meeting, which were originally scheduled to take place on 17 December 2025, would be adjourned and instead take place on 22 December 2025.
Background
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 "Final Offer").
* The financial terms of the Final Offer are final and will not be increased or improved, except that Cicor has reserved 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 of an offer or a possible offer for TT by a third party offeror or potential offeror (in each case other than DBAY).
The Court Meeting will now take place on 7 January 2026 at 11.30 a.m. and the General Meeting will take place on 7 January 2026 at 11.45 a.m. (or as soon thereafter as the Court Meeting concludes or is further adjourned), at the offices of Allen Overy Shearman Sterling LLP, One Bishops Square, London E1 6AD, England.
In respect of each Meeting, the relevant Forms of Proxy (or electronic appointment) should be received as soon as possible and in any event no later than:
- BLUE Forms of Proxy for the Court Meeting 11.30 a.m. on 5 January 2026; and
- YELLOW Forms of Proxy for the General Meeting 11.45 a.m. on 5 January 2026,
or, in the case of a further adjourned Meeting, not less than 48 hours (excluding any part of the day that is not a business day) before the time fixed for the further adjourned meeting.
If the BLUE Form of Proxy in respect of the Court Meeting is not received by the relevant time specified above, 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. In the case of the General Meeting, the Yellow Form of Proxy must be received by the time mentioned above, or it will be invalid.
Action to be taken
As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are strongly encouraged to: (i) sign and return your 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.
TT Shareholders who DO NOT wish to change their voting instructions or Form of Election
TT Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically using CREST, for the Court Meeting and the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy (or electronic appointment) will continue to be valid in respect of the Court Meeting and the General Meeting.
TT Shareholders who have already submitted a Form of Election in respect of the Share Alternative and who do not wish to change their election need take no further action as their Form of Election will continue to be valid in respect of the Share Alternative.
TT Shareholders who DO wish to change their voting instructions
Revised Expected Timetable of Principal Events
Notice to US TT Shareholders
Dealing and opening position disclosure requirements
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The updated indicative timetable below is based on TT's and Cicor's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to TT Shareholders by announcement through a Regulatory Information Service. The times and dates set out in the Expected Timetable of Principal Events in the Scheme Document and Forms of Proxy should be considered to be amended as set out 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 still expected to become Effective during H1 2026.
| Event | Time and/or date (1) |
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (BLUE form) | 11.30 a.m. on 5 January 2026 (2) |
| General Meeting (YELLOW form) | 11.45 a.m. on 5 January 2026 (3) |
| Voting Record Time | 6.30 p.m. on 5 January 2026 (4) |
| Court Meeting | 11.30 a.m. on 7 January 2026 |
| General Meeting | 11.45 a.m. on 7 January 2026 (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 11.30 a.m. on 5 January 2026 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 1 1.30 a.m. on 5 January 2026, 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 11.45 a.m. on 5 January 2026 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 1 1.45 a.m. on 7 January 2026 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 still 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).
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