Company Announcements

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

18 September 2020

TT Electronics plc

Results of Placing

TT Electronics plc ("TT" or the "Company"), a global provider of engineered electronics for performance critical applications, announces the successful completion of its non-pre-emptive placing (the "Placing") of new ordinary shares of 25 pence each in the capital of the Company (the "Placing Shares") following yesterday's announcement.

A total of 10,000,000 Placing Shares have been placed by Numis Securities Limited ("Numis" or "Bank"), as agent for and on behalf of the Company, at a price of 200 pence per Placing Share (the "Placing Price").

The Placing of 10,000,000 Placing Shares, representing approximately 6.1 per cent. of the Company's existing issued share capital, will raise gross proceeds of £20 million. The Placing Price represents a discount of 5.7 per cent. to the closing share price of 212 pence on 17 September 2020.

Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the Placing Shares to listing on the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 22 September 2020. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between Numis and the Company not being terminated in accordance with its terms.

The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares, including, without limitation, the right to receive all dividends and other distributions declared after the date of issue.

Following Admission, the total number of ordinary shares in issue in TT will be 174,217,979. TT does not hold any shares in treasury and therefore, following Admission, the total number of voting shares in TT in issue will be 174,217,979. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Director and PDMR participation

The following directors of the Company and other persons discharging managerial responsibilities ("PDMRs") and/or persons closely associated ("PCA") have agreed to subscribe for the following number of Placing Shares at the Placing Price:

** Includes shares held by PCAs

For further information, please contact:

IMPORTANT NOTICES

This Announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. The person responsible for arranging the release of this Announcement on behalf of the Company is Lynton Boardman.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and is directed only at: (a) in Member States of the Economic European Area ("EEA"), persons who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are also persons (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) to whom it may otherwise be lawfully communicated (all such persons (b) (i) to (iii)  together being referred to as "Relevant Persons").

In the United Kingdom this Announcement must not be acted on or relied on by persons who are not Relevant Persons and any investment or investment activity to which this Announcement relates is available only to and will be engaged in only with Relevant Persons. In the EEA this Announcement must not be acted on or relied on by any persons who are not Qualified Investors and any investment or investment activity to which this Announcement relates is only available to and will only be engaged in with Qualified Investors.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or transactions not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of any securities referred to herein in the United States or elsewhere.

The distribution of this Announcement and/or the Placing and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Bank  or any of their respective affiliates, agents, directors, officers or employees that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

All offers of Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") from the requirement to produce a prospectus.  No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  This Announcement is not being distributed, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Persons needing advice should consult an independent financial adviser being: (i) if you are resident in the United Kingdom a financial adviser who is authorised under FSMA, or (ii) another appropriately authorised professional adviser if you are resident in a territory outside of the United Kingdom.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by the Bank, or by any of its directors, officers, employees, advisers, consultants, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by the Bank or any of its directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on the Bank by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by the Bank or any of its directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in this Announcement or in such information or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or such information or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. 

Numis is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. Numis will not be responsible to anyone other than the Company for providing the protections afforded to Numis' clients or for providing advice in connection with the Placing, the contents of this Announcement or for any other matters described in this Announcement.

In connection with the Placing, the Bank and any of its affiliates may acquire a portion of the Placing Shares for their own account and in that capacity may retain, acquire or sell such shares and any other securities of the Company or related investments and may offer or sell such shares, securities or investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares to the Bank and any of its affiliates acting in such capacity.  In addition the Bank or any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Bank or any of its affiliates may from time to time acquire, hold or dispose of securities of the Company, including the Placing Shares.  Neither the Bank nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.  The Bank and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking and financial advisory services in the ordinary course of their business to, the Company and/or its affiliates for which they would have received customary fees and commissions and the Bank and its affiliates may engage in transactions with, or provide such services to, the Company and/or its affiliates in the future.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Cautionary statements

Certain statements contained in this Announcement may constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) any statements regarding the expected timing of the completion of the transaction; the ability of the Company to complete the proposed transaction considering the various conditions to the transaction, some of which are outside the parties' control, including those conditions related to regulatory approvals; the expected benefits and costs of the proposed transaction; (ii) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (iii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of the Covid-19 pandemic, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

Any forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation (including to meet the requirements of the Listing Rules, the Market Abuse Regulation, or FSMA), is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bank will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.