REG - Mind Gym PLC - Statement regarding speculation

Mind GymAnnouncement

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RNS Number : 6223Q  Mind Gym PLC  27 January 2026

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, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 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 FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
FIRM OFFER MIGHT BE MADE.

 

This announcement contains inside information for the purposes of the UK
VERSION OF Article 7 of Regulation (EU) No 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

 

FOR IMMEDIATE RELEASE

 

27(th) January 2026

 

MINDGYM PLC

("MindGym" or the "Company")

LEI Number: 213800ER1PA5QSNKIL80

 

Statement regarding speculation

 

The Board of MindGym (LSE: MIND) notes the recent press speculation about the
Company.

 

The Board confirms it is in discussions with selected third parties as part of
a private strategic review process (the "Strategic Review") that may, amongst
other possible outcomes, result in a possible offer for the entire issued and
to be issued share capital of the Company in accordance with the Takeover Code
(the "Code").

 

These discussions are at an early stage and there can be no certainty that an
offer will be made for Company nor as to the terms on which any such offer
might be made.

 

Shareholders are urged to take no action at this time.

 

As part of the Strategic Review, the Board has appointed J Goodwin & Co
LLP as financial advisor and is considering a variety of strategic options,
including: entering into joint ventures or other forms of commercial
partnerships; making further acquisitions; selling or demerging a part of the
Company's group's business; returning capital to shareholders; changing the
Company's strategy and/or management arrangements; selling the Company's
subsidiaries; and/or soliciting an offer for the entire issued and to be
issued share capital of the Company in accordance with the Code.

The Takeover Panel Executive has granted a dispensation from the requirement
of Rules 2.4 (a) and (b) of the Code such that MindGym is not required to
identify any potential offeror with which the Company is in talks, or from
which an approach has been received, unless that potential offeror has been
specifically identified in any rumour or speculation.

As a consequence of this announcement, an "offer period" has now commenced in
respect of MindGym in accordance with the Code and the attention of
shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.

Further announcements will be made in respect of the Strategic Review as and
when appropriate.

 

Enquiries:

 

 MindGym PLC                                             Tel: +44(0)20 7376 0626
 Christoffer Ellehuus, CEO                               investors@themindgym.com

 Nick Stone, Interim CFO

 J Goodwin & Co LLP (financial advisers to MindGym)      Tel: +44(0)203 976 6215
 Jonathan Goodwin

 Rupert Hill

 Charlie Barnes Yallowley

 Panmure Liberum Ltd (Nominated Adviser and Broker)      Tel: +44 (0)20 3100 2000
 Nicholas How

 Will King

 MHP (Financial PR Adviser to MindGym)                   Tel: +44(0)7831 406117
 Reg Hoare

 Jake Terry

 

About MindGym

 

MindGym is a company that delivers business improvement solutions using
scalable, proprietary products which are based on behavioural science. The
Group operates in three global markets: business transformation, human capital
management and learning & development.

 

MindGym is listed on the London Stock Exchange Alternative Investment Market
(ticker: MIND.L) and headquartered in London. The business has offices in
London, New York and Singapore.

 

Further information is available at themindgym.com

 

Further information

 

This announcement is not intended to, and does not, constitute, represent or
form part of any 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 this announcement or otherwise. Any offer, if made, will be made
solely by certain offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be accepted.

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of the Company who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore, any person who is
subject to the laws of any jurisdiction other than the United Kingdom or any
shareholder of the Company who is not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation of the
securities laws or regulations of the relevant jurisdictions.

 

J Goodwin & Co LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for MindGym
and no-one else in connection with the Possible Offer and will not be
responsible to anyone other than MindGym for providing the protections
afforded to clients of J Goodwin & Co LLP or for providing advice in
relation to the Possible Offer or any other matter referred to in this
announcement.

 

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 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 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th 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 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.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 27(th)
January 2026, MindGym's issued share capital consisted of 100,338,882 ordinary
shares of 0.001p each which carry voting rights of one vote per share and are
admitted to trading on the London Stock Exchange Alternative Investment Market
under ISIN code GB00BF3SQB83. MindGym holds no shares in treasury.

 

Website publication

 

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

 

MAR

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain.

 

 

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