No intention to make an offer for TT Electronics

DBAY Advisors Limited

12 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

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

FOR IMMEDIATE RELEASE

12 December 2025

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·   in the event that the offer by Cicor is withdrawn or lapses, with the agreement of the board of TT Electronics;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.

Enquiries:

Investec Bank plc (Financial Adviser to DBAY)	[phone]
Gary Clarence, Marc Potel, Harry Hargreaves

The person at DBAY responsible for making this announcement is Mike Haxby, Partner.

Inside information

This announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.

Important notices

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement, in whole or in part, directly or indirectly, in jurisdictions outside the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.

Investec Bank PLC ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for DBAY and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than DBAY for providing the protections afforded to clients of Investec, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates 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 Investec in connection with this announcement, any statement contained herein or otherwise.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.dbayadvisors.com, by no later than 12 noon (London time) on the business day following the date of this announcement .

The content of the website referred to above is not incorporated into and does not form part of this announcement.

 

END