Court Sanction of Scheme and Rule 2.9 Announcement
Summary by AI BETAClose X
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
FOR IMMEDIATE RELEASE
10 September 2026
RECOMMENDED CASH ACQUISITION OF
CYANCONNODE HOLDINGS PLC ("CYANCONNODE" OR THE "COMPANY")
BY
ESYASOFT TECHNOLOGIES UK LIMITED ("ESYASOFT")
(A WHOLLY-OWNED SUBSIDIARY OF ESYASOFT HOLDING LIMITED)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme and Rule 2.9 Announcement
On 31 July 2026, the Boards of CyanConnode and Esyasoft announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of CyanConnode (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 10 August 2026, the Company published a scheme document in connection with the Acquisition, setting out, amongst other things, the terms and conditions of the Scheme (the "Scheme Document"). The Scheme was approved by the requisite majorities at the Court Meeting and General Meeting held on 3 September 2026.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London (UK) time.
Court Sanction of Scheme and Effective Date
CyanConnode and Esyasoft are pleased to announce that the Court has today granted the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.
There have been no changes to the expected timetable of principal events set out in CyanConnode's announcement on 3 September 2026. CyanConnode confirms that the Scheme Record Time will be 6.00 p.m. on 11 September 2026, and expects that trading in CyanConnode Shares on AIM will be suspended with effect from 7.30 a.m. on 14 September 2026. The last day of dealings in CyanConnode Shares will therefore be 11 September 2026 and, once suspended, it is not expected that trading in CyanConnode Shares will recommence.
The Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to occur on 14 September 2026. A further announcement will be made when the Scheme becomes effective.
Subject to the Scheme becoming Effective, cancellation of the admission to trading of CyanConnode Shares on AIM is expected to occur at 7.00 a.m. on 15 September 2026.
CyanConnode Shareholders whose names appear on the CyanConnode register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration provided for in the Scheme Document in respect of their holdings.
On the Effective Date, share certificates in respect of CyanConnode Shares will cease to be valid and entitlements to CyanConnode Shares held within the CREST system will be cancelled.
Exercise of options and admission to trading on AIM
Following the grant of the Court Order sanctioning the Scheme, certain outstanding options over CyanConnode Shares under the CyanConnode Share Plans have vested and become unconditionally exercisable. CyanConnode confirms that 1,556,940 CyanConnode Shares have been allotted and issued to satisfy the exercise of options (where so opted for by the participants under the CyanConnode Share Plans (including certain PDMRs of CyanConnode) (the "Participants") (such CyanConnode Shares being the "Plan Shares")) in accordance with the proposals made by CyanConnode and Esyasoft and sent to the Participants on 10 August 2026 pursuant to Rule 15 of the Takeover Code. In addition, an application has been made to the London Stock Exchange for the Plan Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 8.00 a.m. on 11 September 2026.
PDMR Dealings
The following individuals, who are PDMRs in the Company, are in receipt of CyanConnode Shares following the exercise of options pursuant to the CyanConnode Share Plans and these CyanConnode Shares will be acquired by Esyasoft in accordance with the terms of the Scheme:
|
PDMR |
Role |
Options over CyanConnode Shares exercised |
Enlarged interest in CyanConnode Shares |
Enlarged interest in CyanConnode (percentage of enlarged issued share capital of CyanConnode) |
|
John Cronin |
Director |
676,031 |
13,738,482 |
3.81% |
|
Heather Peacock |
Director |
90,909 |
2,913,875 |
0.81% |
|
David Johns-Powell |
Director |
250,000 |
19,871,561 |
5.51% |
|
Lyndon Faulkner |
Director |
500,000 |
1,000,000 |
0.28% |
|
Peter Tyler |
Director |
40,000 |
2,646,651 |
0.73% |
Rule 2.9 of the Takeover Code
In accordance with Rule 2.9 of the Code, CyanConnode confirms that as at Admission it shall have 360,592,043 CyanConnode Shares in issue and admitted to trading on AIM, the market operated by the London Stock Exchange. CyanConnode does not hold any shares in treasury. Accordingly, the total number of voting rights in CyanConnode as at Admission will be 360,592,043. 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, or a change to their interest, in the share capital of CyanConnode under the FCA's Disclosure Guidance and Transparency Rules.
The International Securities Identification Number for CyanConnode Shares is GB00BF93WP34. The LEI number for CyanConnode is 213800MDLW3GKKW5TT58.
Enquiries:
|
Esyasoft Bipin Chandra, CEO and Founder |
via Darblay Capital |
|
Darblay Capital (Lead Financial Adviser to Esyasoft) Bob Morris |
+44 (0) 7824 341 868 |
|
Dean Street (Joint Financial Adviser to Esyasoft) Mervyn Metcalf |
+44 (0) 7956 366 069 |
|
CyanConnode John Cronin, Group Chief Executive Officer and Chairman India |
+44 (0) 1223 865 750 |
|
Strand Hanson Limited (Sole Financial Adviser and Nominated Adviser to CyanConnode) James Dance |
+44 (0) 20 7409 3494 |
|
Zeus Capital Limited (Joint Broker to CyanConnode) Simon Johnson |
+44 (0) 20 3829 5000 |
|
Panmure Liberum (Joint Broker to CyanConnode) Rupert Dearden |
+44 (0) 20 7886 2500 |
|
Novella (Financial PR to CyanConnode) Tim Robertson |
+44 (0) 20 3151 7008 |
Norton Rose Fulbright LLP is acting as legal adviser to Esyasoft in connection with the Acquisition.
Fladgate LLP is acting as legal adviser to CyanConnode in connection with the Acquisition.
Important notices about financial advisers
Strand Hanson, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for CyanConnode and no one else in connection with the Acquisition and will not be responsible to anyone other than CyanConnode for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Strand Hanson nor any of its affiliates 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 Strand Hanson in connection with this announcement, any statement contained herein or otherwise.
Darblay Capital, which is an Appointed Representative of Toscafund Asset Management LLP, authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Esyasoft and no one else in connection with the Acquisition and will not be responsible to anyone other than Esyasoft for providing the protections afforded to clients of Darblay Capital nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Darblay Capital nor any of its affiliates 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 Darblay Capital in connection with this announcement, any statement contained herein or otherwise.
Dean Street, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Esyasoft and no one else in connection with the Acquisition and will not be responsible to anyone other than Esyasoft for providing the protections afforded to clients of Dean Street nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Dean Street nor any of its affiliates 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 Dean Street in connection with this announcement, any statement contained herein or otherwise.
Inside Information
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.
The person responsible for making this announcement on behalf of CyanConnode is Björn Lindblom, Non-Executive Chairman.
Further Information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase any securities 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 purchase, sale, issuance or transfer of securities of CyanConnode or such solicitation in any jurisdiction in contravention of applicable law. The Acquisition was made solely by means of the Scheme Document which, together with any related forms of proxy, contains the full terms and conditions of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement does not constitute a prospectus or prospectus equivalent document.
Notice to Overseas Shareholders
The availability of the Scheme and the Acquisition to CyanConnode Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Overseas Shareholders should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of Overseas Shareholders to vote their Scheme Shares or CyanConnode Shares with respect to the Scheme at the Meetings, or to execute and deliver Forms of Proxy (or other proxy instructions) appointing another to vote at the Meetings on their behalf, 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 to comply with English law, the AIM Rules and the Takeover 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 the United Kingdom.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and the availability of the Acquisition to CyanConnode Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Esyasoft or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents 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 a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Overseas Shareholders are strongly advised to consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme in their own particular circumstances.
All CyanConnode Shareholders (including, without limitation, nominees, trustees or custodians who would, or otherwise intend to, forward this announcement and its accompanying documents to any jurisdiction outside the United Kingdom), should seek appropriate independent professional advice before taking any action.
Notice to US investors
CyanConnode Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This announcement and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the AIM Rules, the Takeover Code and UK disclosure requirements, and the format and style applicable to a scheme of arrangement under the Companies Act, all of which differ from those in the United States. 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 is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of the United States tender offer and proxy solicitation rules.
None of the securities referred to in this announcement nor the information contained in this announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.
CyanConnode's financial statements, and all financial information that is included in this announcement, or any other documents relating to the Acquisition, have been prepared in accordance with the UK adopted International Accounting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted accounting principles differ in certain respects from the UK adopted International Accounting Standards. None of the financial information in this announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.
It may be difficult for US holders of CyanConnode Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since CyanConnode is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of CyanConnode are located outside of the United States. US holders of CyanConnode Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
The receipt of cash pursuant to the Acquisition by a CyanConnode Shareholder in the United States as consideration for the transfer of its CyanConnode Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each CyanConnode Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement) may contain certain "forward-looking statements" with respect to Esyasoft or CyanConnode. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often, but do not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies of Esyasoft or the Esyasoft Group and the expansion and growth of CyanConnode.
Such forward-looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.
These factors include, but are not limited to, the satisfaction of the Conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place any reliance on such forward- looking statements, which speak only as of the date hereof. All subsequent oral or written forward- looking statements attributable to Esyasoft or CyanConnode, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.
None of Esyasoft or CyanConnode or any of their respective associates or directors, affiliates, 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.
Esyasoft or CyanConnode assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per CyanConnode Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per CyanConnode Share.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. 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 Takeover Code, any person who is, or becomes, interested in 1 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. 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 Takeover 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 http://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.
Trading of CyanConnode Shares
As at the close of trading on the last day of dealings in CyanConnode Shares prior to the Effective Date there may be unsettled, open trades for the sale and purchase of CyanConnode Shares within CREST. The CyanConnode Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other CyanConnode Share registered in the name of the relevant seller under that trade. Consequently, those CyanConnode Shares will be transferred under the Scheme and the seller will receive the appropriate cash consideration in accordance with the terms of the Acquisition.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on CyanConnode's website at www.cyanconnode.com by no later than 12.00 noon on the Business Day following the date of publication of this announcement. Save as expressly referred to in this announcement, neither the contents of this website nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.
Electronic communications and requesting hard copy documents
Please be aware that addresses, electronic addresses and certain other information provided by CyanConnode Shareholders, persons with information rights and other relevant persons for the receipt of communications from CyanConnode may be provided to Esyasoft during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code, to comply with Rule 2.11(c).
In accordance with Rule 30.3 of the Takeover Code, CyanConnode Shareholders, persons with information rights and participants in the CyanConnode Share Plans may request a hard copy of this announcement either by writing to Share Registrars Limited, at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, or by calling the shareholder helpline on +44 (0)1252 821390. Lines are open from 8.30 a.m. to 5.00 p.m. Monday to Friday (except English and Welsh public holidays). Calls to this number are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that calls to Share Registrars Limited may be monitored or recorded and no advice on the Scheme or its merits, nor any legal, taxation or financial advice, can be given.
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 the figures that precede them.
Time
All times shown in this announcement are London (UK) times, unless otherwise stated.
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