Form 8 - CyanConnode Holdings PLC

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 relates:      Use a separate form for each offeror/offeree	CyanConnode Holdings Plc
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:      The latest practicable date prior to the disclosure	11 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:	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 purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

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 Limited1: 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.

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:	[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