CyanConnode Holdings plc - Form 8 (OPD)

CyanConnode Holdings PLC

17 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:	CyanConnode Holdings plc
(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.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	CyanConnode Holdings plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	16 February 2026
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	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:	Ordinary shares of 2 pence each ("Ordinary Shares")
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

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:	None
Details, including nature of the rights concerned and relevant percentages:	None

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:

Directors' interests a) Ordinary Shares held by the directors of CyanConnode Holdings plc, their close relatives and related trusts: Director Number of Ordinary Shares held Percentage of total issued ordinary share capital William David Johns-Powell 19,621,561 5.47 John Cronin 13,062,451* 3.64 Heather Peacock 2,822,966** 0.79 Peter Tyler 2,606,651 0.73 Bjorn Lindblom 912,377 0.25 Lyndon Faulkner 500,000 0.14 Notes: * - includes 5,672,359 shares held jointly with the CyanConnode Holdings plc Employee Benefit Trust ("EBT") pursuant to a Joint Share Ownership Plan ("JSOP") ** - includes 1,331,498 shares held jointly with the EBT pursuant to a JSOP b) Options or awards granted under the share plans of CyanConnode Holdings plc held by the directors of CyanConnode Holdings plc, their close relatives and related trusts: Name Name of Share Option Scheme Number of Options Exercise Price (£) Grant Date Vesting Date Expiry Date Vesting Status William David Johns-Powell Unapproved 250,000 0.1000 28/09/20 28/09/24 28/09/30 Vested Heather Peacock Unapproved 25,000 0.4000 11/12/17 11/12/21 11/12/27 Vested Unapproved 90,909 0.1000 22/09/20 22/09/24 22/09/30 Vested Unapproved 100,000 0.1575 17/11/23 17/11/23 17/11/33 Vested Unapproved 100,000 0.1575 17/11/23 31/03/24 17/11/33 Vested Unapproved 100,000 0.1575 17/11/23 31/03/25 17/11/33 Vested Unapproved 68,021 0.1400 17/11/23 17/11/23 17/11/33 Vested Unapproved 68,021 0.1400 17/11/23 31/03/24 17/11/33 Vested Unapproved 68,023 0.1400 17/11/23 31/03/25 17/11/33 Vested Unapproved 59,525 0.1700 17/11/23 31/01/24 17/11/33 Vested Unapproved 59,525 0.1700 17/11/23 31/01/25 17/11/33 Vested Unapproved 59,527 0.1700 17/11/23 31/01/26 17/11/33 Vested EMI 266,291 0.1450 10/11/21 30/06/21 10/11/31 Vested EMI 266,291 0.1450 10/11/21 30/06/22 10/11/31 Vested EMI 266,293 0.1450 10/11/21 30/06/23 10/11/31 Vested EMI 206,474 0.1450 10/11/21 30/06/21 10/11/31 Vested EMI 206,474 0.1450 10/11/21 30/06/22 10/11/31 Vested EMI 206,476 0.1450 10/11/21 30/06/23 10/11/31 Vested John Cronin EMI 200,000 0.2960 25/01/18 25/01/22 25/01/28 Vested EMI 360,342 0.1000 22/09/20 22/09/24 22/09/30 Vested Unapproved 200,000 0.1575 17/11/23 17/11/23 17/11/33 Vested Unapproved 200,000 0.1575 17/11/23 31/03/24 17/11/33 Vested Unapproved 200,000 0.1575 17/11/23 31/03/25 17/11/33 Vested Unapproved 168,694 0.1400 17/11/23 17/11/23 17/11/33 Vested Unapproved 168,694 0.1400 17/11/23 31/03/24 17/11/33 Vested Unapproved 168,694 0.1400 17/11/23 31/03/25 17/11/33 Vested Unapproved 147,619 0.1700 17/11/23 31/01/24 17/11/33 Vested Unapproved 147,619 0.1700 17/11/23 31/01/25 17/11/33 Vested Unapproved 147,619 0.1700 17/11/23 31/01/26 17/11/33 Vested EMI 196,345 0.1450 10/11/21 30/06/21 10/11/31 Vested EMI 196,345 0.1450 10/11/21 30/06/22 10/11/31 Vested EMI 196,347 0.1450 10/11/21 30/06/23 10/11/31 Vested EMI 186,034 0.1450 10/11/21 30/06/21 10/11/31 Vested EMI 186,034 0.1450 10/11/21 30/06/22 10/11/31 Vested EMI 186,034 0.1450 10/11/21 30/06/23 10/11/31 Vested Unapproved 315,689 0.0950 10/10/24 10/10/28 10/10/34 Unvested* Lyndon Faulkner EMI 474,833 0.1053 11/11/24 01/11/25 11/11/34 Unvested EMI 474,833 0.1053 11/11/24 01/11/26 11/11/34 Unvested EMI 474,833 0.1053 11/11/24 01/11/27 11/11/34 Unvested EMI 474,836 0.1053 11/11/24 01/11/28 11/11/34 Unvested* EMI 500,000 0.0994 20/11/24 20/11/28 20/11/34 Unvested* Peter Tyler Unapproved 40,000 0.1000 22/09/20 22/09/24 22/09/30 Vested

Notes:

* - these unvested options include provisions accelerating vesting on a change of control.

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:	17 February 2026
Contact name:	Heather Peacock, Chief Financial Officer
Telephone number:	[phone]

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END