Recommended Offer for TT Electronics Plc

About this update from Tt Electronics Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE   30 October 2025 RECOMMENDED CASH AND SHARE ACQUISITION of TT Electronics plc by Cicor Technologies Ltd. to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 Summary ·          The boards of directors of Cicor Technologies Ltd. (" Cicor ") and TT Electronics plc (" TT ") are pleased to announce that they have reached agreement on the terms of a recommended cash and share acquisition pursuant to which Cicor will acquire the entire issued and to be issued ordinary share capital of TT (the " Acquisition "). The Acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. ·          Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in ‎ Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each TT Shareholder at the Scheme Record Time will be entitled to receive: For each TT Share: 100 pence in cash; and 0.0028 New Cicor Shares ·          Based on the closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 155 pence (the " Offer Value ") and values TT's entire issued and to be issued ordinary share capital at approximately £287 million on a fully diluted basis. ·          Based on the three-month volume-weighted average closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 150 pence. ·          The Offer Value represents: ·      a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on 29 October 2025 (being the Latest Practicable Date); ·      a premium of approximately 53 per cent. to the volume-weighted average price of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date); and ·      a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months prior to the date of this Announcement). ·          Immediately following completion of the Acquisition, it is expected that TT Shareholders will own approximately 10 per cent. of Cicor. ·          The Acquisition fits squarely with Cicor's long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding specifications and complex technical applications. The Cicor Directors and TT Directors believe that the Acquisition presents a compelling strategic rationale, while offering upfront value to TT Shareholders and a significant additional value creation opportunity for shareholders of the Enlarged Cicor Group. ·          A Mix and Match Facility will also be made available to TT Shareholders ( other than Restricted Overseas Persons) in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New Cicor Shares in respect of their holdings of TT Shares. However, the total number of New Cicor Shares to be issued and the maximum aggregate amount of cash consideration to be paid under the terms of the Acquisition will not be varied as a result of elections under the Mix and Match Facility. Please refer to paragraph 7 ( Mix and Match Facility ) of this Announcement for further details on the Mix and Match Facility. ·          Cicor intends prior to the Effective Date to establish a CREST depositary interest structure for the benefit of the TT Shareholders who hold their TT Shares in uncertificated form so as to facilitate the trading of the New Cicor Shares from outside of Switzerland. Details of how TT Shareholders can hold, access and trade the New Cicor Shares will be set out in the Scheme Document. Commenting on the Acquisition, Alexander Hagemann, CEO of Cicor, said: "The combination of Cicor and TT is a decisive, transformative step that accelerates delivery of our long-term strategy, and positions the Enlarged Cicor Group as the largest pure play global EMS provider in the high mix low volume business, with a diversified footprint across our key geographies. This unique combination brings together two highly complementary businesses, creating a platform of scale and capability across the full value chain - from complex system-level integration to electromagnetic components. It enables us to serve customers as a true innovation partner in high-growth sectors such as A&D and healthcare technology, whilst maintaining a strategic focus on industrial automation. The Acquisition is fully aligned with our strategy to deepen customer relevance, expand in priority markets, and scale technology-enabled solutions, and we see clear and compelling synergy potential, supported by a detailed integration plan and proven execution playbook, giving us high confidence in delivering meaningful, durable, value creation." Commenting on the Acquisition, Konstantin Ryzhkov, Partner at One Equity Partners and Cicor Director, said: "As a longstanding shareholder of Cicor, One Equity Partners, known for helping companies to become global leaders, is fully supportive of Cicor's offer for TT that will create the leading global pure play EMS provider in high mix low volume business with greater than CHF1.2 billion in combined revenues and sector leading EBITDA margins. We look forward to continuing our partnership with the talented Cicor management team and Cicor Directors as we jointly embark on the next stage of growth and to participating in the expected significant value creation opportunity together with other shareholders of the Enlarged Cicor Group in the medium to longer-term." Commenting on the Acquisition, Warren Tucker, Chair of TT, said: "The TT Directors consider that TT's insufficient scale has affected its growth and profitability, and has constrained its ability to optimise its portfolio. In addition, the uncertain macroeconomic and geopolitical outlook represent elevated risks given TT's scale. Furthermore, the TT Directors are cognisant of the challenges and low trading liquidity that companies of TT's size face in the UK public markets. Against this background, TT has undertaken a number of actions to stabilise and improve its financial and operational performance, particularly during 2025, and the business is currently growing strongly in Europe. The TT Directors believe that these recent steps have better positioned TT to deliver value for shareholders in the long-term and have created a stronger foundation from which to enter into a transaction. Cicor has made a compelling offer which delivers accelerated value for shareholders and represents an attractive premium to recent trading levels and crystallises a substantial proportion of shareholder value in cash today. At the same time, TT Shareholders retain the ability to benefit from the significant potential synergies and future upside from their continued ownership in the Enlarged Cicor Group. There is the potential of enhancing this through the Mix and Match Facility. Importantly, the TT Directors believe that the combination of Cicor and TT represents an exciting opportunity for future growth and is in the best interests of all stakeholders, including our customers and employees." Background to and reasons for the Acquisition ·          Cicor has followed TT over the years with great respect and admiration for its engineering and manufacturing capabilities. In particular, the strength of its capabilities as an EMS provider, together with engineering of power systems and manufacturing of custom components (cable assemblies, magnetic components and human machine interfaces), as well as the highly strategic fit across focused end applications, make TT a natural strategic partner for Cicor. ·          The Acquisition fits squarely with Cicor's long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding specifications and complex technical applications. ·          The Cicor Directors believe that the Acquisition presents a highly compelling strategic rationale, while offering upfront value to TT Shareholders and a significant additional value creation opportunity for shareholders of the Enlarged Cicor Group, including through the following advantages: Creation of the leading global pure play EMS provider in the high mix low volume business with expanded technical and manufacturing capabilities and a diversified footprint ·          The Enlarged Cicor Group will be the largest global pure play EMS provider in high mix low volume business, with a diversified footprint across Europe, the Americas and Asia, focused on industrial, A&D and healthcare applications. The Acquisition would bring together two businesses with greater than CHF1.2 billion in combined revenues and sector leading EBITDA margins (11 per cent. margin for financial year 2024 on a combined basis, including run-rate cost synergies). ·          The Acquisition will enhance the Enlarged Cicor Group's capabilities as a global technology solutions provider through the combination of TT's and Cicor's aligned business models in engineered electronics and core high specification components. ·          The combination of TT and Cicor will expand the Enlarged Cicor Group's capabilities across the full value chain - from complex system-level integration to electromagnetic components - enabling it to serve customers as a true innovation partner in high-growth sectors of A&D and healthcare technology, which will remain a key strategic focus for the Enlarged Cicor Group, as well as industrial automation. ·          Following the Effective Date, the shares of the Enlarged Cicor Group will remain listed on the SIX Swiss Exchange and, as a result of its increased scale and financial profile, the Cicor Directors expect that it will have greater visibility in the capital markets with increased trading liquidity to the benefit of the Enlarged Cicor Group's shareholders. Creation of an agile and competitive platform that will accelerate organic growth ·          The Enlarged Cicor Group will operate an agile and competitive platform through the combination of TT's global manufacturing footprint across North America, the UK, China and South-East Asia, and Cicor's base across the UK, Europe, China and South-East Asia, and the Acquisition presents a significant opportunity in the US to leverage TT's manufacturing sites and Cicor's operational expertise to accelerate revenue growth in the United States. ·          The Acquisition will enhance the Enlarged Cicor Group's ability to scale, unlocking significant cross-selling opportunities across complementary customer bases - for example, in A&D, the Enlarged Cicor Group will serve most of the leading OEMs. Significantly enhanced financial profile, with strong synergy potential ·          The Cicor Directors believe that the acquisition will significantly enhance shareholder value by creating an Enlarged Cicor Group with: ·      increased financial scale, and operational efficiencies which provide near term earnings accretion; and ·      strong cash flow generation, which will allow Cicor to maintain a prudent balance sheet position. ·          Having reviewed and analysed the potential cost synergies of the Acquisition, and taking into account the factors they can influence, the Cicor Directors believe that the Enlarged Cicor Group can: ·      deliver at least £13 million of pre-tax cost synergies on an annual run-rate basis, by the end of the third year post completion of the Acquisition, with total one-off integration costs of approximately £16.5 million pre-tax; and ·      can expect to deliver circa 95 per cent. of these synergies by the end of the second full year post completion of the Acquisition. ·          The total synergies represent 26 per cent. of TT's EBITDA and 10 per cent. of the Enlarged Cicor Group's EBITDA (on a 2024 basis) and represent significant value creation to the benefit of the Enlarged Cicor Group's shareholders. ·          The Acquisition is expected to be more than 30 per cent. EPS accretive for financial year 2028 (assuming full run-rate synergies of £13 million and before one-off integration costs and amortisation expenses associated with PPA write-ups ). ·          Given its strong expected free cash flow generation, the Enlarged Cicor Group will maintain a conservative capital structure and expects pro forma net leverage to be around 2.5 times by the end of 2026. ·          This prudent approach to leverage will ensure that the Enlarged Cicor Group is well positioned to grow both organically and through selected value-accretive acquisitions. Builds on Cicor's proven playbook of successfully acquiring and integrating businesses; creating a stronger platform for selected, high quality acquisition opportunities  ·          Cicor has a strong track record of 12 acquisitions completed in the last four years, including the acquisition of three sites from TT in the UK and China in March 2024 (Project Albert). ·          Cicor believes that it is uniquely placed to deliver the Acquisition and unlock significant value in the Enlarged Cicor Group for the benefit of all stakeholders. ·          The Acquisition will create a powerful platform for continued growth - particularly in Europe, where the market remains fragmented - and presents an enhanced opportunity for organic growth and bolt-on acquisitions globally. Financial benefits and synergies ·          The Cicor Directors, having reviewed and analysed the potential synergies of the Acquisition, based on their knowledge of TT's business and the EMS sector, and taking into account the factors they can influence, believe that the Acquisition can generate annual run-rate pre-tax cost synergies of at least £13 million by the end of the third year post-completion of the Acquisition, with circa 95 per cent. of the synergies to be delivered by the end of year two. ·          The potential sources of quantified synergies are currently envisaged to include: ·      approximately 85 per cent. derived from the reduction of overlapping roles in a number of head office and senior management functions, as well as duplicate public company costs and a rationalisation of other third party costs; and ·      approximately 15 per cent. derived from the reduction of overlapping roles outside of the head office, where Cicor intends to apply its decentralised approach to drive efficiencies. ·          The Cicor Directors also believe that there is significant opportunity for further synergies which have not been fully quantified for reporting under the Code at this stage. For example, the Acquisition is expected to enable opportunity for cost savings and other synergies in areas such as the consolidation and improvement of specific site manufacturing processes. ·          It is envisaged that the realisation of the potential quantified synergies will result in one-off integration costs of approximately £16.5 million in aggregate over the first three years post-completion of the Acquisition. ·          Aside from these one-off integration costs, potential areas of dis-synergy expected to arise in connection with the Acquisition have been considered and were determined by the Cicor Directors to be immaterial to the above analysis. ·          The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis. ·          ‎ Appendix 4 to this Announcement includes a copy of these statements of anticipated synergies arising out of the Acquisition and provides underlying information and bases of calculation and belief. Recommendation ·          The TT Directors, who have been so advised by Gleacher Shacklock and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. ·          In providing their advice, 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 Code. ·          Accordingly, the TT Directors intend to recommend unanimously that TT Shareholders vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own TT Shares (representing, in aggregate, approximately 0.16 per cent. of the issued ordinary share capital of TT as at the Latest Practicable Date). Background to and reasons for the TT Directors' unanimous recommendation ·          TT is a global provider of electronics for performance critical applications, through engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. From precision sensors and high-reliability components to rugged power conversion and complex electronics assemblies, TT is a trusted partner to OEMs in regulated sectors worldwide. ·          In recent years, TT's strategic focus has been to build scale in order to enhance its customer offering and drive efficiencies, particularly with regard to central costs. Progress on this strategy has been limited given TT's investment constraints and lack of scale which have prohibited TT from optimising its portfolio of businesses. ·          The TT Directors are pleased with the steps that have been taken by TT management to stabilise business performance in 2025 through operational improvements, inventory reductions, strong cash generation, the closure of the Plano site and a more appropriate leadership structure for the components business. However, there remain several challenges and the overall market is impacted by tariff related order delays, some end market weakness and an uncertain macroeconomic outlook. ·          Against this background, the TT Directors remain confident in the long-term prospects of the business. However, the TT Directors note that investor sentiment in the UK public markets, particularly towards companies with market capitalisations of a smaller scale, remains subdued and is set against a backdrop of elevated geopolitical and macroeconomic volatility. Accordingly, the TT Directors consider that the prospect of a sustained and material re-rating of TT Shares in the near term is limited. ·          The TT Directors therefore believe that a combination with Cicor would offer compelling strategic, operational and financial benefits to all stakeholders, including: ·      bringing together two of the most reputable brands in the high mix low volume EMS sector, with highly complementary activities across the A&D, industrial, and healthcare end markets; ·      creating a meaningful opportunity to cross-sell both existing and new products, while presenting the combined value proposition to a complementary customer base; ·      providing added scale and agility by combining TT's and Cicor's complementary manufacturing locations to provide a diverse global footprint across Europe, Asia and North America to support the regionalisation of supply chains and meet customers' needs; ·      added scale and agility which will help better match demand across the larger range of facilities and will drive operational leverage across the Enlarged Cicor Group; ·      delivering significant tangible cost synergies as well as significant potential future revenue synergies achievable through the combination of Cicor's and TT's highly complementary businesses; and ·      unlocking substantial value creation for both TT and Cicor through a review of the portfolio. ·          The Offer Value of 155 pence per TT Share, consisting of 100 pence per share in cash and 55 pence per share in New Cicor Shares followed a number of prior unsolicited proposals from Cicor on less attractive terms with lower cash components, which were rejected. ·          In evaluating the financial terms of the Acquisition, the TT Directors considered a number of factors including that: ·      notwithstanding the progress that has been made, the Acquisition should be weighed against the uncertainty and execution risks associated with delivering the future value that exists in the business, particularly given the current transitional period that TT is in and the wider geopolitical and macroeconomic backdrop; ·      the Offer Value of 155 pence per TT Share represents an opportunity for TT Shareholders to realise a majority of their investment in cash whilst also having the opportunity to benefit in the potential future upside of the Enlarged Cicor Group through the New Cicor Share component; and ·      at the Offer Value of 155 pence per TT Share, the Acquisition represents: o  a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on the Latest Practicable Date; o  a premium of approximately 53 per cent. to the volume-weighted average price per TT Share of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date); o  a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months before the date of this Announcement);  o  an enterprise value multiple of 8.5 times EBITDA on a post IFRS-16 basis for the last 12 months ended 30 June 2025; and o  an enterprise value multiple of 12.1 times adjusted operating profit on a post IFRS-16 basis for the last 12 months ended 30 June 2025. ·          In addition to the financial terms, the TT Directors have considered Cicor's intentions concerning TT's business, management team, employees, customers and other stakeholders of TT, detailed in paragraph ‎ 11 ( Intentions of Cicor )of this Announcement. The TT Directors note the importance Cicor attaches to the skill and experience of TT's management and employees who will continue to be key to the success of the Enlarged Cicor Group and believe that the Acquisition represents a compelling strategic, operational and financial proposition to the benefit of all of TT's stakeholders. ·          While the TT Directors firmly believe there is opportunity for further value upside for TT Shareholders through the New Cicor Share component of the consideration, including due to the synergies resulting from the combination of TT and Cicor, the TT Directors have also considered that certain TT Shareholders may be subject to restrictions regarding their ability to elect for, and to hold, New Cicor Shares as a result of Cicor being a Swiss company. However, in making their recommendation, the TT Directors have taken into account: (i) the potential for TT Shareholders to elect to receive more cash in respect of their TT Shares under the Mix and Match Facility (as described more fully in paragraph ‎ 7 ( Mix and Match Facility ) of this Announcement); (ii) the anticipated length of time between the date of this Announcement and the Effective Date, which is expected to be in H1 2026; (iii) historical liquidity in the Cicor Shares; and (iv) Cicor's statement that it intends, following the Effective Date, to use its reasonable efforts to support former TT Shareholders who notify Cicor that they wish to dispose of their Cicor Shares and persons who have expressed an interest in acquiring Cicor Shares to connect via brokers or other intermediaries, in order to further facilitate an orderly market in Cicor's shares . Irrevocable undertakings and letter of intent ·          Cicor has received irrevocable undertakings from the TT Directors who hold TT Shares to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting ( and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor ) in respect of, in aggregate, 277,977 TT Shares, representing approximately 0.16 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. These irrevocable undertakings will remain binding in the event that a higher competing offer is made for TT. ·          In addition, Cicor has received a non-binding letter of intent from Aberforth Partners LLP to vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting ( and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor ) in respect of 17,753,869 TT Shares, representing approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date . ·          In total, Cicor has therefore received irrevocable undertakings and a non-binding letter of intent in respect of a total of 18,031,846 TT Shares representing, in aggregate, approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. Financing ·          The cash consideration payable pursuant to the Acquisition will be financed by debt to be incurred by Cicor under the bridge Facilities Agreement pursuant to a GBP 195,000,000 senior term facility A available thereunder. Dividends ·          If, on or after the date of this Announcement and prior to the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TT Shares, Cicor reserves the right to reduce the consideration payable under the terms of the Acquisition at such date by the amount of such dividend, distribution and/or return of capital or value. If Cicor exercises its right to make such a reduction, TT Shareholders will be entitled to retain any such dividend, distribution and/or other return of capital or value declared, made or paid. Timetable and conditions ·          It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between TT and the Scheme Shareholders under Part 26 of the Companies Act (although Cicor reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement). ·          The Acquisition will be subject to the Conditions and certain further terms set out in this Announcement, including ‎ Appendix 1 to this Announcement, (and to the full terms and conditions which will be set out in the Scheme Document), including, among other things: (i) approval by the requisite majorities of TT Shareholders at the Court Meeting and at the General Meeting; (ii) sanction of the Scheme by the Court; (iii) the SIX Exchange Regulation having approved the listing and admission to trading of the New Cicor Shares in accordance with the Swiss Reporting Standard on the SIX Swiss Exchange (and such approval not having been withdrawn); (iv) the Acquisition becoming Effective by no later than the Long Stop Date; and (v) receipt of certain antitrust and other regulatory approvals, including merger control approvals in Australia, Germany, Mexico, the United Kingdom and the United States, and foreign investment approvals in France, Italy, the United Kingdom and the United States (the Antitrust Conditions and Foreign Investment Conditions are set out in further detail in ‎ Appendix 1 to this Announcement) . ·          It is expected that the Scheme Document, containing further information about the Acquisition (including an expected timetable of principal events) and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and Form of Election in relation to the Mix and Match Facility, will be sent to TT Shareholders and (for information only) persons with information rights and participants in the TT Share Schemes as soon as reasonably practicable and in any event within 28 days of this Announcement (or such later time as TT, Cicor and the Panel agree). ·          No consent, approval, waiver or resolution of the shareholders of Cicor is required to implement the Acquisition. ·          The Scheme is expected to become Effective in H1 2026, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document. This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in this Announcement, including ‎ Appendix 1 to this Announcement, and to the full terms and conditions to be set out in the Scheme Document. ‎ A ppendix 2 to this Announcement contains the sources of information and bases of calculation contained in this Announcement. ‎ Appendix 3 to this Announcement contains details of the irrevocable undertakings and letter of intent received by Cicor in connection with the Acquisition. ‎ Appendix 4 to this Announcement contains details and bases of belief of the anticipated quantified financial benefits of the Acquisition together with the related reports from Cicor's QFBS Reporting Accountant, PwC, and Cicor's financial adviser, UBS, as required under Rule 28.1(a) of the Code, and provides underlying information and bases for the QFBS Reporting Accountant's and financial adviser's respective reports. Each of PwC and UBS has given, and not withdrawn, its consent to the publication of its report in this Announcement in the form and context in which it is included. Certain terms used in this Announcement are defined in ‎ Appendix 5 to this Announcement. Analyst, investor and media presentations Cicor will host a presentation for analysts and investors today at 11 a.m. (CET) / 10 a.m. (London time) to discuss the Acquisition. Analysts and investors of both Cicor and TT may join via webcast or conference call. The registration details for the webcast / conference call will be available at: https://www.cicor.com. Cicor will also host a separate presentation for the media today at 10 a.m. (CET) / 9 a.m. (London time) to discuss the Acquisition. Media representatives may join via webcast or conference call. The registration details for the webcast / conference call will be available at: https://www.cicor.com. Subject to certain restrictions, the slides used in the presentation will be available to all interested parties at: https://www.cicor.com. Enquiries Cicor Marina Winder (Investor Relations) +41 71 913 73 05 UBS (Sole Financial Adviser to Cicor) +44 (0) 20 7567 8000 London: Joe Hannon / Ben Edenharder / Anisah Mahomed Zurich: Tommy Hadewicz / Raffael Huber Camarco (UK PR Adviser to Cicor) Ed Gascoigne-Pees, Executive Director +44 (0) 20 3757 4980   TT Warren Tucker (Chair)  Eric Lakin (Chief Executive Officer) +44 (0) 1932 827 779 Gleacher Shacklock (Financial Adviser to TT) James Dawson Jeremy Stamper Ruaridh Duff +44 (0) 20 7484 1150 Rothschild & Co (Financial Adviser to TT) Ravi Gupta Neil Thwaites Matthew Price +44 (0) 20 7280 5000 Berenberg (Corporate Broker to TT) Harry Nicholas Ciaran Walsh Chris Whitaker +44 (0) 20 3207 7800 MHP (PR Adviser to TT) Tim Rowntree Ollie Hoare +44 (0) 7817 458 804 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. Allen Overy Shearman Sterling LLP is acting as legal adviser to TT in connection with the Acquisition, and Schellenberg Wittmer Ltd is acting as Swiss legal adviser to TT in connection with the Acquisition . The person responsible for making this Announcement on behalf of TT is Ian Buckley, General Counsel and Group Company Secretary of TT. Important notices UBS AG London Branch (" UBS ") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority (the " FCA ") and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as sole financial adviser to Cicor and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to herein. Gleacher Shacklock LLP (" Gleacher Shacklock ") , which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to TT and no one else in connection with the Acquisition and shall not be responsible to anyone other than TT for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the Acquisition or any matter referred to herein. N.M. Rothschild & Sons Limited (" Rothschild & Co "), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to TT and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than TT for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement. Neither Rothschild & Co nor any of its group undertakings or affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement. Joh. Berenberg, Gossler & Co. KG, London Branch (" Berenberg "), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and is subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for TT and no one else in connection with the Acquisition and will not be responsible to anyone other than TT for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Acquisition. Neither Berenberg nor any of its affiliates (any of their respective partners, directors, officers, employees or agents) 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 Berenberg in connection with the Acquisition, any statement contained herein or otherwise. This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of TT or Cicor in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) and the Forms of Proxy and Form of Election. This Announcement does not constitute a prospectus, prospectus equivalent document or exempted document. In particular, this Announcement does not constitute a public offer or solicitation to purchase or invest in the securities of Cicor. The New Cicor Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (" FinSA "). Neither this Announcement nor any other material relating to the New Cicor Shares constitutes a prospectus pursuant to the FinSA. Overseas shareholders The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom, and the availability of the Acquisition to TT Shareholders who are not resident in the United Kingdom, may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are resident in the United Kingdom, or who are subject to the laws of another jurisdiction, to vote their TT Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, or to make an election under the Mix and Match Facility, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England. The Acquisition will be subject to English law and the jurisdiction of the courts of England and Wales and the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA. Unless otherwise determined by Cicor or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facilities or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, in whole or in part, directly or indirectly, in or into, or by the use of mails or any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document and TT Shareholders are advised to read carefully the Scheme Document and its accompanying documents once they have been published . Additional information for 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 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 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 TT 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 . US TT Shareholders should be aware that the Acquisition may have tax consequences for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws and that such consequences, if any, are not described herein. US TT Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition. Forward looking statements This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Cicor, any member of the Cicor Group, TT or any member of the TT Group contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Cicor, any member of the Cicor Group, TT or any member of the TT Group about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Cicor or any member of the Cicor Group, the Enlarged Cicor Group, TT or any member of the TT Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Cicor and TT believe that the expectations reflected in such forward-looking statements are reasonable, Cicor and TT 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 include the satisfaction of the Conditions, as well as additional factors, such as: 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 TT 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. Such forward-looking statements should therefore be construed in the light of such factors. Neither Cicor, any member of the Cicor Group, TT, any member of the TT Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Cicor, any member of the Cicor Group, TT or any member of the TT Group, or any of their respective associates, directors, officers, employees or advisers are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Cicor, any member of the Cicor Group nor TT or any member of the TT Group is under any obligation, and Cicor, members of the Cicor Group, TT and members of the TT Group expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Dealing and opening position disclosure requirements 2.7(c)(xiii) Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10 th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10 th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. No profit forecasts or estimates No statement in this Announcement (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for TT or Cicor for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TT or Cicor. Quantified Financial Benefits Statement Statements of estimated costs savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the costs savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this Announcement generally, should be construed as a profit forecast or interpreted to mean that the Enlarged Cicor Group's earnings in the first full year following the Effective Date, or in any subsequent period, would necessarily match or be greater than or be less than those of Cicor or TT for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Cicor and the Cicor Directors. Any statement of intention, belief or expectation of Cicor for the Enlarged Cicor Group following the Effective Date is an intention, belief or expectation of the Cicor Directors and not of the TT Directors. Publication on website A copy of this Announcement and the documents required to be published by Rule 26.1 of the Code will be made available, subject to certain restrictions relating to Restricted Overseas Persons, on Cicor's website at www.cicor.com and TT's website at www.ttelectronics.com/investors/ by no later than 12 noon (London time) on the business day following publication of this Announcement. For the avoidance of doubt, the contents of any website referred to in this Announcement are not incorporated into and do not form part of this Announcement. Requesting hard copies In accordance with Rule 30.3 of the Code, TT Shareholders, persons with information rights and participants in the TT Share Schemes may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated by reference into this Announcement) by contacting TT's registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales) at +44 (0)371 384 2396 or by submitting a request in writing to Equiniti Limited at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. Electronic communications Please be aware that addresses, electronic addresses and certain other information provided by TT Shareholders, persons with information rights and other relevant persons for the receipt of communications from TT may be provided to Cicor during the offer period as required under Section 4 of Appendix 4 of the Code. Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them. General Cicor reserves the right to elect, with the consent of the Panel (where required) and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, such Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of implementation and the terms of the Co-operation Agreement). If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Cicor intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining TT Shares in respect of which the Takeover Offer has not been accepted. The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Companies Act, the Code, the Panel, the London Stock Exchange and the FCA. Rule 2.9 disclosure In accordance with Rule 2.9 of the Code, as at the date of this Announcement, Cicor confirms that it has 4,388,197 registered shares of CHF 10.00 each in issue and admitted to trading at the SIX Swiss Exchange (excluding registered shares held in treasury). The International Securities Identification Number ("ISIN") for the ordinary shares is CH0008702190. In accordance with Rule 2.9 of the Code, as at the date of this Announcement, TT confirms that it has 178,119,248 TT Shares of 25 pence each in issue and admitted to trading on the Main Market of the London Stock Exchange (excluding ordinary shares held in treasury). The ISIN for TT Shares is GB0008711763.     NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE   30 October 2025   RECOMMENDED CASH AND SHARE ACQUISITION of TT Electronics plc by Cicor Technologies Ltd. to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 1.         Introduction The boards of directors of Cicor Technologies Ltd. (" Cicor ") and TT Electronics plc (" TT ") are pleased to announce that they have reached agreement on the terms of a recommended cash and share acquisition pursuant to which Cicor will acquire the entire issued and to be issued ordinary share capital of TT (the " Acquisition ") . The Acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. 2.         The Acquisition Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in ‎ Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each TT Shareholder at the Scheme Record Time will be entitled to receive: For each TT Share: 100 pence in cash; and 0.0028 New Cicor Shares Based on the closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 155 pence (the " Offer Value ") and values TT's entire issued and to be issued ordinary share capital at approximately £287 million on a fully diluted basis. Based on the three-month volume-weighted average closing price of Cicor Shares on the Latest Practicable Date, the Acquisition values each TT Share at 150 pence. The Offer Value represents: ·      a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on 29 October 2025 (being the Latest Practicable Date); ·      a premium of approximately 53 per cent. to the volume-weighted average price of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date); and ·      a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months before the date of this Announcement). Immediately following completion of the Acquisition, it is expected that TT Shareholders will own approximately 10 per cent. of Cicor. The Acquisition will include a Mix and Match Facility which will allow TT Shareholders (other than Restricted Overseas Persons) to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New Cicor Shares in respect of their holdings of TT Shares. However, the total number of New Cicor Shares to be issued and the maximum aggregate amount of cash consideration to be paid under the terms of the Acquisition will not be varied as a result of elections under the Mix and Match Facility. Please refer to paragraph ‎ 7 ( Mix and Match Facility ) of this Announcement for further details on the Mix and Match Facility. Cicor intends prior to the Effective Date to establish a CREST depositary interest structure for the benefit of the TT Shareholders who hold their TT Shares in uncertificated form so as to facilitate the trading of the New Cicor Shares from outside of Switzerland. Details of how TT Shareholders can hold, access and trade the New Cicor Shares will be set out in the Scheme Document. If, on or after the date of this Announcement and prior to the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TT Shares, Cicor reserves the right to reduce the consideration payable under the terms of the Acquisition at such date by the amount of such dividend, distribution and/or return of capital or value. If Cicor exercises its right to make such a reduction, TT Shareholders will be entitled to retain any such dividend, distribution and/or other return of capital or value declared, made or paid. An expected timetable of principal events relating to the Acquisition and further information on the actions to be taken by TT Shareholders will be provided in the Scheme Document. 3.         Background to and reasons for the Acquisition Cicor has followed TT over the years with great respect and admiration for its engineering and manufacturing capabilities. In particular, the strength of its capabilities as an EMS provider, together with engineering of power systems and manufacturing of custom components (cable assemblies, magnetic components and human machine interfaces), as well as the highly strategic fit across focused end applications, make TT a natural strategic partner for Cicor. The Acquisition fits squarely with Cicor's long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding specifications and complex technical applications. The Cicor Directors believe that the Acquisition presents a highly compelling strategic rationale, while offering upfront value to TT Shareholders and a significant additional value creation opportunity for shareholders of the Enlarged Cicor Group, including through the following advantages: Creation of the leading global pure play EMS provider in the high mix low volume business with expanded technical and manufacturing capabilities and a diversified footprint ·      The Enlarged Cicor Group will be the largest global pure play EMS provider in high mix low volume business, with a diversified footprint across Europe, the Americas and Asia, focused on industrial, A&D and healthcare applications. The Acquisition would bring together two businesses with greater than CHF1.2 billion in combined revenues and sector leading EBITDA margins (11 per cent. margin for financial year 2024 on a combined basis, including run-rate cost synergies). ·      The Acquisition will enhance the Enlarged Cicor Group's capabilities as a global technology solutions provider through the combination of TT's and Cicor's aligned business models in engineered electronics and core high specification components. ·      The combination of TT and Cicor will expand the Enlarged Cicor Group's capabilities across the full value chain - from complex system-level integration to electromagnetic components - enabling it to serve customers as a true innovation partner in high-growth sectors of A&D and healthcare technology, which will remain a key strategic focus for the Enlarged Cicor Group, as well as industrial automation. ·      Following the Effective Date, the shares of the Enlarged Cicor Group will remain listed on the SIX Swiss Exchange and, as a result of its increased scale and financial profile, the Cicor Directors expect that it will have greater visibility in the capital markets with increased trading liquidity to the benefit of the Enlarged Cicor Group's shareholders. Creation of an agile and competitive platform that will accelerate organic growth ·      The Enlarged Cicor Group will operate an agile and competitive platform through the combination of TT's global manufacturing footprint across North America, the UK, China and South-East Asia, and Cicor's base across the UK, Europe, China and South-East Asia, and the Acquisition presents a significant opportunity in the US to leverage TT's manufacturing sites and Cicor's operational expertise to accelerate revenue growth in the United States. ·      The Acquisition will enhance the Enlarged Cicor Group's ability to scale, unlocking significant cross-selling opportunities across complementary customer bases - for example, in A&D, the Enlarged Cicor Group will serve most of the leading OEMs. Significantly enhanced financial profile, with strong synergy potential ·      The Cicor Directors believe that the Acquisition will significantly enhance shareholder value by creating an Enlarged Cicor Group with: o  increased financial scale, and operational efficiencies which provide near term earnings accretion; and o  strong cash flow generation, which will allow Cicor to maintain a prudent balance sheet position. ·      Having reviewed and analysed the potential cost synergies of the Acquisition, and taking into account the factors they can influence, the Cicor Directors believe that the Enlarged Cicor Group can: o  deliver at least £13 million of pre-tax cost synergies on an annual run-rate basis, by the end of the third year post completion of the Acquisition, with total one-off integration costs of approximately £16.5 million pre-tax; and o  can expect to deliver circa 95 per cent. of these synergies by the end of the second full year post completion of the Acquisition. ·      The total synergies represent 26 per cent. of TT's EBITDA and 10 per cent. of the Enlarged Cicor Group's EBITDA (on a 2024 basis) and represent significant value creation to the benefit of the Enlarged Cicor Group's shareholders. ·      The Acquisition is expected to be more than 30 per cent. EPS accretive for financial year 2028 (assuming full run-rate synergies of £13 million and before one-off integration costs and amortisation expenses associated with PPA write-ups). ·      Given its strong expected free cash flow generation, the Enlarged Cicor Group will maintain a conservative capital structure and expects pro forma net leverage to be around 2.5 times by the end of 2026. ·      This prudent approach to leverage will ensure that the Enlarged Cicor Group is well positioned to grow both organically and through selected value-accretive acquisitions. Builds on Cicor's proven playbook of successfully acquiring and integrating businesses; creating a stronger platform for selected, high quality acquisition opportunities  ·      Cicor has a strong track record of 12 acquisitions completed in the last four years, including the acquisition of three sites from TT in the UK and China in March 2024 (Project Albert). ·      Cicor believes that it is uniquely placed to deliver the Acquisition and unlock significant value in the Enlarged Cicor Group for the benefit of all stakeholders. ·      The Acquisition will create a powerful platform for continued growth - particularly in Europe, where the market remains fragmented - and presents an enhanced opportunity for organic growth and bolt-on acquisitions globally. 4.         Financial benefits and synergies The Cicor Directors, having reviewed and analysed the potential synergies of the Acquisition, based on their knowledge of TT's business and the EMS sector, and taking into account the factors they can influence, believe that the Acquisition can generate annual run-rate pre-tax cost synergies of at least £13 million by the end of the third year post-completion of the Acquisition, with circa 95 per cent. of the synergies to be delivered by the end of year two. The potential sources of quantified synergies are currently envisaged to include: ·      approximately 85 per cent. derived from the reduction of overlapping roles in a number of head office and senior management functions, as well as duplicate public company costs and a rationalisation of other third party costs; and ·      approximately 15 per cent. derived from the reduction of overlapping roles outside of the head office, where Cicor intends to apply its decentralised approach to drive efficiencies. The Cicor Directors also believe that there is significant opportunity for further synergies which have not been fully quantified for reporting under the Code at this stage. For example, the Acquisition is expected to enable opportunity for cost savings and other synergies in areas such as the consolidation and improvement of specific site manufacturing processes. It is envisaged that the realisation of the potential quantified synergies will result in one-off integration costs of approximately £16.5 million in aggregate over the first three years post-completion of the Acquisition. Aside from these one-off integration costs, potential areas of dis-synergy expected to arise in connection with the Acquisition have been considered and were determined by the Cicor Directors to be immaterial to the above analysis. The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis. ‎ Appendix 4 to this Announcement includes a copy of these statements of anticipated synergies arising out of the Acquisition and provides underlying information and bases of calculation and belief. Notes These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither the Quantified Financial Benefits Statement nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that the Enlarged Cicor Group earnings in the first full year following completion of the Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of Cicor or TT for the relevant preceding financial period or any other period. Due to the scale of the Enlarged Cicor Group, there may be additional changes to the Enlarged Cicor Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated. Reports As required by Rule 28.1(a) of the Code, PwC have provided a report stating that, in their opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated. In addition, UBS as sole financial adviser to Cicor, has provided a report stating that, in its view, the Quantified Financial Benefits Statement has been prepared with due care and consideration. Copies of these reports are included under Part B and Part C of ‎ Appendix 4 to this Announcement. Each of PwC and UBS has given and not withdrawn its consent to the publication of their reports on the Quantified Financial Benefits Statement set out under Part B and Part C of ‎ Appendix 4 in the form and context in which it is included. 5.         Recommendation The TT Directors, who have been so advised by Gleacher Shacklock and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Scheme to be fair and reasonable. In providing their advice, 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 Code. Accordingly, the TT Directors intend to recommend unanimously that TT Shareholders vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own TT Shares (representing, in aggregate, approximately 0.16 per cent. of the issued ordinary share capital of TT as at the Latest Practicable Date). 6.         Background to and reasons for the TT Directors' unanimous recommendation TT is a global provider of electronics for performance critical applications, through engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. From precision sensors and high-reliability components to rugged power conversion and complex electronics assemblies, TT is a trusted partner to OEMs in regulated sectors worldwide. In recent years, TT's strategic focus has been to build scale in order to enhance its customer offering and drive efficiencies, particularly with regard to central costs. Progress on this strategy has been limited given TT's investment constraints and lack of scale which have prohibited TT from optimising its portfolio of businesses. The TT Directors are pleased with the steps that have been taken by TT management to stabilise business performance in 2025 through operational improvements, inventory reductions, strong cash generation, the closure of the Plano site and a more appropriate leadership structure for the components business. However, there remain several challenges and the overall market is impacted by tariff related order delays, some end market weakness and an uncertain macroeconomic outlook. Against this background, the TT Directors remain confident in the long-term prospects of the business. However, the TT Directors note that investor sentiment in the UK public markets, particularly towards companies with market capitalisations of a smaller scale, remains subdued and is set against a backdrop of elevated geopolitical and macroeconomic volatility. Accordingly, the TT Directors consider that the prospect of a sustained and material re-rating of TT Shares in the near term is limited. The TT Directors therefore believe that a combination with Cicor would offer compelling strategic, operational and financial benefits to all stakeholders, including: ·      bringing together two of the most reputable brands in the high mix low volume EMS sector, with highly complementary activities across the A&D, industrial, and healthcare end markets; ·      creating a meaningful opportunity to cross-sell both existing and new products, while presenting the combined value proposition to a complementary customer base; ·      providing added scale and agility by combining TT's and Cicor's complementary manufacturing locations to provide a diverse global footprint across Europe, Asia and North America to support the regionalisation of supply chains and meet customers' needs; ·      added scale and agility which will help better match demand across the larger range of facilities and will drive operational leverage across the Enlarged Cicor Group; ·      delivering significant tangible cost synergies as well as significant potential future revenue synergies achievable through the combination of Cicor's and TT's highly complementary businesses; and ·      unlocking substantial value creation for both TT and Cicor through a review of the portfolio. The Offer Value of 155 pence per TT Share, consisting of 100 pence per share in cash and 55 pence per share in New Cicor Shares followed a number of prior unsolicited proposals from Cicor on less attractive terms with lower cash components, which were rejected. In evaluating the financial terms of the Acquisition, the TT Directors considered a number of factors including that: ·      notwithstanding the progress that has been made, the Acquisition should be weighed against the uncertainty and execution risks associated with delivering the future value that exists in the business, particularly given the current transitional period that TT is in and the wider geopolitical and macroeconomic backdrop; ·      the Offer Value of 155 pence per TT Share represents an opportunity for TT Shareholders to realise a majority of their investment in cash whilst also having the opportunity to benefit in the potential future upside of the Enlarged Cicor Group through the New Cicor Share component; and ·      at the Offer Value of 155 pence per TT Share, the Acquisition represents: o  a premium of approximately 64 per cent. to the Closing Price of 95 pence per TT Share on the Latest Practicable Date; o  a premium of approximately 53 per cent. to the volume-weighted average price per TT Share of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the Latest Practicable Date); o  a premium of approximately 113 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months before the date of this Announcement); o  an enterprise value multiple of 8.5 times EBITDA on a post IFRS-16 basis for the last 12 months ended 30 June 2025; and   o  an enterprise value multiple of 12.1 times adjusted operating profit on a post IFRS-16 basis for the last 12 months ended 30 June 2025. In addition to the financial terms, the TT Directors have considered Cicor's intentions concerning TT's business, management team, employees, customers and other stakeholders of TT, detailed in paragraph ‎ 11 ( Intentions of Cicor ) of this Announcement. The TT Directors note the importance Cicor attaches to the skill and experience of TT's management and employees who will continue to be key to the success of the Enlarged Cicor Group and believe that the Acquisition represents a compelling strategic, operational and financial proposition to the benefit of all of TT's stakeholders. While the TT Directors firmly believe there is opportunity for further value upside for TT Shareholders through the New Cicor Share component of the consideration, including due to the synergies resulting from the combination of TT and Cicor, the TT Directors have also considered that certain TT Shareholders may be subject to restrictions regarding their ability to elect for, and to hold, New Cicor Shares as a result of Cicor being a Swiss company. However, in making their recommendation, the TT Directors have taken into account: (i) the potential for TT Shareholders to elect to receive more cash in respect of their TT Shares under the Mix and Match Facility (as described more fully in paragraph ‎ 7 ( Mix and Match Facility ) of this Announcement); (ii) the anticipated length of time between the date of this Announcement and the Effective Date, which is expected to be in H1 2026; (iii) historical liquidity in the Cicor Shares; and (iv) Cicor's statement that it intends, following the Effective Date, to use its reasonable efforts to support former TT Shareholders who notify Cicor that they wish to dispose of their Cicor Shares and persons who have expressed an interest in acquiring Cicor Shares to connect via brokers or other intermediaries, in order to further facilitate an orderly market in Cicor's shares . 7.         Mix and Match Facility Pursuant to the terms of the Scheme, TT Shareholders ( other than Restricted Overseas Persons) will be entitled to elect, subject to off-setting elections by other TT Shareholders, to vary the proportions in which they receive New Cicor Shares and cash in respect of their TT Shares. However, the total number of New Cicor Shares to be delivered pursuant to the Acquisition and the maximum aggregate amount of cash to be paid under the Acquisition will not be varied as a result of elections made under the Mix and Match Facility. Satisfaction of elections made by TT Shareholders under the Mix and Match Facility will therefore depend on the extent to which other TT Shareholders make offsetting elections. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, TT Shareholders who make an election under the Mix and Match Facility will not necessarily know the exact number of New Cicor Shares or the amount of cash they will receive until settlement of the consideration due to them under the Acquisition. Elections under the Mix and Match Facility will not affect the entitlements of those TT Shareholders who do not make such elections. Further details in relation to the Mix and Match Facility will be contained in the Scheme Document. 8.         Irrevocable undertakings and letter of intent Cicor has received irrevocable undertakings from the TT Directors who hold TT Shares to vote (or, where applicable, procure the voting) in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in respect of, in aggregate, 277,977 TT Shares, representing approximately 0.16 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. These irrevocable undertakings will remain binding in the event that a higher competing offer is made for TT. In addition, Cicor has received a non-binding letter of intent from Aberforth Partners LLP to vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (and, if the Acquisition is subsequently implemented by way of a Takeover Offer, to accept any Takeover Offer made by Cicor) in respect of 17,753,869 TT Shares, representing approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. In total, Cicor has therefore received irrevocable undertakings and a non-binding letter of intent in respect of a total of 18,031,846 TT Shares representing, in aggregate, approximately 10 per cent. of the existing ordinary share capital of TT as at the Latest Practicable Date. Further details of these irrevocable undertakings, including the circumstances in which they may lapse, and the letter of intent are set out in ‎ Appendix 3 to this Announcement. 9.         Information relating to Cicor Cicor is a globally active provider of full-cycle electronic solutions from research and development to manufacturing and supply chain management. Cicor has approximately 4,400 employees in 13 countries that serve leaders from the healthcare and medical, industrial and A&D industries. Cicor creates value to its customers through the combination of customer-specific development solutions and high-tech components, as well as electronic device manufacturing. Cicor Shares are traded at the SIX Swiss Exchange ( ISIN:CH0008702190 ). 10.      Information relating to TT TT is a global provider of engineered electronics for performance critical applications with more than 4,000 employees across 18 design and manufacturing locations in the UK, North America and Asia. TT operates in industries where there are structural growth drivers, working with market leading customers across healthcare, A&D, and automation and electrification end markets to provide engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. TT's products are designed and manufactured for harsh environments and regulated sectors, and include power management devices, sensors and connectivity solutions. TT was established in 1812, incorporated in 1906 and is a public limited company registered in England and listed on the Official List of the London Stock Exchange. For the year ended 31 December 2024, TT generated revenue of £521.1 million and adjusted operating profit of £37.1 million. 11.      Intentions of Cicor Cicor believes that the Acquisition has a compelling strategic rationale, will create significant additional value for all stakeholders, and is consistent with Cicor's long-term growth strategy. Cicor is confident in the prospects of TT's business and its long-term value. Strategic plans for TT and the Enlarged Cicor Group Prior to this Announcement, consistent with market practice, Cicor has been granted access to targeted information and TT's senior management for the purposes of confirmatory due diligence and to conduct its synergy assessment. This process has informed Cicor's view on the prospects of the Enlarged Cicor Group, the synergies described in paragraph ‎ 4 ( Financial benefits and synergies ) of this Announcement and Cicor's initial plans for the integration of TT into the Enlarged Cicor Group. Based on the work described above and following discussions with the senior leadership of TT, Cicor has undertaken a preliminary operational and strategic review of, and developed an initial integration plan for, the Enlarged Cicor Group. Cicor will continue to review the Enlarged Cicor Group's business and intends to undertake a full evaluation of the Enlarged Cicor Group within six months following completion of the Acquisition in order to formulate a detailed strategic and integration plan for the Enlarged Cicor Group (the " Post-Completion Review "). The key areas of focus in the Post-Completion Review will include: ·      retaining the best talent from each of Cicor and TT to ensure strong employee engagement and a best-in-class organisation and offering for customers, partners and stakeholders; ·      delivering and building upon the synergy assessment undertaken to date to consider, with the benefit of access to additional TT data, additional potential synergy benefits that might be possible, including but not limited to cross-selling opportunities and further site footprint optimisation (beyond such optimisation already described in paragraph ‎ 4 ( Financial benefits and synergies ) of this Announcement); ·      improving the performance of key parts of TT's core and non-core operations in the context of the Enlarged Cicor Group; and ·      delineating TT's core and non-core assets as further described below and developing an appropriate framework for independent management and operation of the non-core assets, together with any potential near-term operational improvement measures for such assets. Based on the work done to date, Cicor plans to delineate TT's assets into core and non-core assets and manage them as follows: ·      TT's core assets, which Cicor currently expects to consist of approximately ten sites associated with TT's magnetic components, connectivity, microelectronics and human machine interfaces businesses, and which represent approximately 77 per cent. of TT's revenue, will be integrated into Cicor's existing decentralised structure. Cicor does not expect the integration of these sites to increase the operational complexity of the Enlarged Cicor Group and sees opportunity to deliver synergies by reducing headcount in overlapping functions, as further explained below. ·      TT's non-core assets, which Cicor currently expects to consist of approximately seven sites (or major parts of sites) associated with TT's components business which is involved in development and manufacturing of optical components, flow sensors, temperature and pressure probes, as well as a broad range of passive components. The exact perimeter of non-core sites will be confirmed through the Post-Completion Review but in no case does Cicor believe the non-core assets will represent more than 23 per cent. of total TT sales. While these businesses each individually have differentiated technology, strong customer offerings and robust manufacturing capabilities, Cicor does not view them as synergistic with the wider Enlarged Cicor Group due to being mostly standard products, many of which are sold via distributors. As a result, Cicor intends to manage and operate the non-core assets independently of the core assets and the wider Enlarged Cicor Group. As part of its Post-Completion Review, Cicor expects to assess measures to continue to improve the operational performance and potential of these assets. As part of the Post-Completion Review, Cicor will also determine whether such assets would be better served by alternative owners that will allow the business to develop in the best interest of all stakeholders. Cicor believes that the integration of TT into the Enlarged Cicor Group will be assisted by the strong experience of Cicor's management team in integrating other recent acquisitions. Over the last four years, Cicor has executed 12 successful acquisitions whilst maintaining prudent leverage, strong company culture and quality delivery for customers. In particular, Cicor's successful acquisition and integration of three sites from TT in the UK and China in March 2024, resulting in strong gains of operating performance and free cash flow returns, gives Cicor management confidence in the successful integration of TT's core assets into the Enlarged Cicor Group following the Effective Date. Board and executive leadership of the Enlarged Cicor Group Following the Effective Date, it is intended that Daniel Frutig, Chairman of Cicor, Alexander Hagemann, CEO of Cicor, Peter Neumann, CFO of Cicor and Marco Kechele, COO of Cicor, will retain their current positions in the Enlarged Cicor Group and that Eric Lakin, CEO of TT, will be invited to join the management team of the Enlarged Cicor Group to help lead the integration process. It has also been agreed between Cicor and TT that one non-executive director of TT will join the Cicor Board following the Effective Date. Cicor expects to propose this addition to the Cicor Board at the next annual general meeting of Cicor, currently expected to be held in March/April 2026, with such appointment to take effect at or shortly following the Effective Date. The remaining non-executive directors of TT will resign from their office as directors of TT with effect from the Effective Date. Employees and management Cicor attaches great importance to the skill and experience of TT's management and employees. Cicor recognises that the active participation of TT's management and employees in, and their continued commitment to, the Enlarged Cicor Group's business will be key to the success of the Enlarged Cicor Group. Cicor believes that both TT employees and Cicor employees will benefit from greater opportunities as employees of a larger organisation with enhanced scale and ambitious growth aspirations. The Enlarged Cicor Group will aim to retain the best talent of Cicor and TT, including at the management team level. Cicor intends to maintain its decentralised structure. Based on Cico...

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