REG - Esyasoft Holding Ltd CyanConnode Holdings - Form 8 - CyanConnode Holdings PLC

Cyanconnode HoldingsAnnouncement

12/02/2026 15:15

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RNS Number : 8251S  Esyasoft Holding Ltd  12 February 2026

 
FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY
INFORMATION

 

 (a) Full name of discloser:                                                     Esyasoft Holding Ltd
 (b) Owner or controller of interests and short positions disclosed, if
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient. For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  CyanConnode Holdings Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         11 February 2026

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          2.0 pence ordinary shares

                                                                      Interests         Short positions

                                                                      Number   %        Number    %
 (1) Relevant securities owned and/or controlled:                     Nil      0        Nil       0
 (2) Cash-settled derivatives:                                        Nil      0        Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil      0        Nil       0
 purchase/sell:
                                                                      Nil      0        Nil       0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 a)   Unsecured Convertible Loan Notes held by Smart Sustainability Solutions
 Limited(1):

Class of relevant security in relation to which subscription right exists:   2.0 pence ordinary shares
 Details, including nature of the rights concerned and relevant percentages:  7% US$7.5m of Unsecured Convertible Loan Notes dated 19 May 2025 (CLN).

                                        The vesting period is from 19 May 2028 to 19 May 2030. If the CLN has not been
                                        redeemed during its term, the principal, together with any accrued but unpaid
                                        interest, may at the option of the lender either be redeemed or (subject to
                                        the satisfaction of certain conditions) be converted after the 60-month
                                        maturity date, being 19 May 2030, into equity in CyanConnode or one or more of
                                        its subsidiaries, associates, or group companies. Conversion is at fair market
                                        value (as agreed between the parties or in the absence of such agreement by an
                                        independent valuer) but subject to mutual agreement with CyanConnode regarding
                                        the entity or entities into which it may convert. The CLN may also be redeemed
                                        at the option of the lender or failing which converted at the option of
                                        CyanConnode upon a Bona Fide Offer for the majority of the outstanding shares
                                        in, or substantially all of the business and assets of, CyanConnode being
                                        received. A "Bona Fide Offer" means any offer in writing by a person who is
                                        not an affiliate of any holder of equity securities in CyanConnode setting
                                        forth a specific purchase price, the form of consideration to be offered and a
                                        closing date of no more than 120 days from the date of such offer.

 

Class of relevant security in relation to which subscription right exists:   2.0 pence ordinary shares
 Details, including nature of the rights concerned and relevant percentages:  7% US$7.5m of Unsecured Convertible Loan Notes dated 26 June 2025 (CLN).

                                        The vesting period is from 26 June 2028 to 26 June 2030. If the CLN has not
                                        been redeemed during its term, the principal, together with any accrued but
                                        unpaid interest, may at the option of the lender either be redeemed or
                                        (subject to the satisfaction of certain conditions) be converted after the
                                        60-month maturity date, being 26 June 2030, into equity in CyanConnode or one
                                        or more of its subsidiaries, associates, or group companies. Conversion is at
                                        fair market value (as agreed between the parties or in the absence of such
                                        agreement by an independent valuer) but subject to mutual agreement with
                                        CyanConnode regarding the entity or entities into which it may convert. The
                                        CLN may also be redeemed at the option of the lender or failing which
                                        converted at the option of CyanConnode upon a Bona Fide Offer (as set out
                                        above) for the majority of the outstanding shares in, or substantially all of
                                        the business and assets of, CyanConnode being received.

 

Class of relevant security in relation to which subscription right exists:   2.0 pence ordinary shares
 Details, including nature of the rights concerned and relevant percentages:  7% US$5.25m of Unsecured Convertible Loan Notes dated 5 November 2025 (CLN).

                                        The vesting period is from 5 November 2025 to 5 November 2030. If the CLN has
                                        not been redeemed during its term, the principal, together with any accrued
                                        but unpaid interest, may at the option of the lender either be redeemed or
                                        (subject to the satisfaction of certain conditions) be converted after the
                                        60-month maturity date, being 5 November 2030, into equity in CyanConnode or
                                        one or more of its subsidiaries, associates, or group companies. Conversion is
                                        at fair market value (as agreed between the parties or in the absence of such
                                        agreement by an independent valuer) but subject to mutual agreement with the
                                        Company regarding the entity or entities into which it may convert. The CLN
                                        may also be redeemed at the option of the lender or failing which converted at
                                        the option of CyanConnode upon a Bona Fide Offer (as set out above) for the
                                        majority of the outstanding shares in, or substantially all of the business
                                        and assets of, CyanConnode being received.

 

 (1        )Smart Sustainability Solutions Limited is a 100% owned
 subsidiary of Esyasoft Holding Ltd.

 

 Class of relevant security in relation to which subscription right exists:   2.0 pence ordinary shares
 Details, including nature of the rights concerned and relevant percentages:  7% US$7.5m of Unsecured Convertible Loan Notes dated 26 June 2025 (CLN).

                                                                              The vesting period is from 26 June 2028 to 26 June 2030. If the CLN has not
                                                                              been redeemed during its term, the principal, together with any accrued but
                                                                              unpaid interest, may at the option of the lender either be redeemed or
                                                                              (subject to the satisfaction of certain conditions) be converted after the
                                                                              60-month maturity date, being 26 June 2030, into equity in CyanConnode or one
                                                                              or more of its subsidiaries, associates, or group companies. Conversion is at
                                                                              fair market value (as agreed between the parties or in the absence of such
                                                                              agreement by an independent valuer) but subject to mutual agreement with
                                                                              CyanConnode regarding the entity or entities into which it may convert. The
                                                                              CLN may also be redeemed at the option of the lender or failing which
                                                                              converted at the option of CyanConnode upon a Bona Fide Offer (as set out
                                                                              above) for the majority of the outstanding shares in, or substantially all of
                                                                              the business and assets of, CyanConnode being received.

 

 Class of relevant security in relation to which subscription right exists:   2.0 pence ordinary shares
 Details, including nature of the rights concerned and relevant percentages:  7% US$5.25m of Unsecured Convertible Loan Notes dated 5 November 2025 (CLN).

                                                                              The vesting period is from 5 November 2025 to 5 November 2030. If the CLN has
                                                                              not been redeemed during its term, the principal, together with any accrued
                                                                              but unpaid interest, may at the option of the lender either be redeemed or
                                                                              (subject to the satisfaction of certain conditions) be converted after the
                                                                              60-month maturity date, being 5 November 2030, into equity in CyanConnode or
                                                                              one or more of its subsidiaries, associates, or group companies. Conversion is
                                                                              at fair market value (as agreed between the parties or in the absence of such
                                                                              agreement by an independent valuer) but subject to mutual agreement with the
                                                                              Company regarding the entity or entities into which it may convert. The CLN
                                                                              may also be redeemed at the option of the lender or failing which converted at
                                                                              the option of CyanConnode upon a Bona Fide Offer (as set out above) for the
                                                                              majority of the outstanding shares in, or substantially all of the business
                                                                              and assets of, CyanConnode being received.

 

(1        )Smart Sustainability Solutions Limited is a 100% owned
subsidiary of Esyasoft Holding Ltd.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 Date of disclosure:  12 February 2026
 Contact name:        Nalin Nayyar
 Telephone number:    +971 50 906 5353

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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