REG - CyanConnode Holdings - Statement regarding possible offer

Cyanconnode HoldingsAnnouncement

Today 13:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260203:nRSC5518Ra&default-theme=true

RNS Number : 5518R  CyanConnode Holdings PLC  03 February 2026

FOR IMMEDIATE RELEASE

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH OFFER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF
THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

3 February 2026

CyanConnode Holdings plc

("CyanConnode" or the "Company")

Statement regarding possible offer

CyanConnode (AIM: CYAN) notes the recent increase in the Company's share price
and confirms that it has received an indicative non-binding approach from
Esyasoft Holding Ltd ("Esyasoft") regarding a possible all cash offer for the
Company, valuing its entire issued and to be issued ordinary share capital at
£35 million, representing approximately 9.75 pence per share (the "Possible
Offer").

This announcement does not amount to a firm intention by Esyasoft to make an
offer under Rule 2.7 of the Code. The board of directors of CyanConnode (the
"CyanConnode Board") notes that there can be no certainty that an offer will
be made nor as to the terms of any such offer, if made. The CyanConnode Board
is evaluating the proposal, together with its advisers, and will make a
further announcement(s) in due course as and when appropriate. CyanConnode
shareholders are advised to take no action in relation to the Possible Offer
at this stage.

In accordance with Rule 2.6(a) of the Code, Esyasoft is required, by not later
than 5.00 p.m. on 3 March 2026 (being 28 days after today's date), to
either announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer for the Company, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Code applies. This deadline can be
extended with the consent of the Panel on Takeovers and Mergers (the "Takeover
Panel") in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an 'Offer Period' has now commenced in
respect of the Company, in accordance with the rules of the Code. The
attention of the Company's shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.

The person responsible for making this announcement on behalf of the Company
is John Cronin.

This announcement has not been made with the consent of Esyasoft.

 

Enquiries:

 

 CyanConnode Holdings plc                                 +44 (0) 1223 865 750

 John Cronin, Group CEO and Chairman India
 Strand Hanson Limited (Nominated and Financial Adviser)  +44 (0)20 7409 3494

 James Harris / Richard Johnson / James Dance

 Zeus Capital Limited (Joint Broker)                      +44 (0)20 3829 5000

 Simon Johnson / Louisa Waddell
 Panmure Liberum (Joint Broker)                           +44 (0) 20 7886 2500
 Rupert Dearden / James Sinclair-Ford
 Novella (Financial PR)                                   +44 (0) 20 3151 7008
 Tim Robertson / Safia Colebrook

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (as defined in the Code) 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 (as defined in the
Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
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).

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 Takeover 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.

Availability on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on the Company's website at CyanConnode.com by no
later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Notice to overseas investors

This announcement does not constitute an offer to purchase any securities, or
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any offer to purchase or sell securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.  The release,
distribution or publication of this announcement in jurisdictions other than
the UK may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, CyanConnode confirms that as at the
date of this announcement, it has 359,035,103 ordinary shares of £0.02 each
in issue and admitted to trading on AIM, the market operated by the London
Stock Exchange. CyanConnode holds no ordinary shares in treasury. The total
number of voting rights in CyanConnode is currently 359,035,103. The
International Securities Identification Number for CyanConnode ordinary shares
is GB00BF93WP34. The LEI number for CyanConnode is 213800MDLW3GKKW5TT58.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFDFLFLVFDIVIIR



            Copyright 2019 Regulatory News Service, all rights reserved