Scheme Effective
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
14 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)
effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme Effective
On 31 July 2026, the boards of directors 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. On 10 September 2026, CyanConnode and Esyasoft announced that the Court had granted the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.
CyanConnode and Esyasoft are pleased to announce that, following the delivery of the Court Order (together with a copy of the Scheme) to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.
Full details of the Acquisition are set out in the Scheme Document. The expected timetable of principal events for the Acquisition remains as set out in the announcement made by CyanConnode on 3 September 2026.
Settlement of Consideration
Under the terms of the Scheme, each Scheme Shareholder on the CyanConnode register of members at the Scheme Record Time (being 6.00pm on 11 September 2026) is entitled to receive 10.165 pence in cash for each Scheme Share held at the Scheme Record Time.
Settlement of the Consideration to which each Scheme Shareholder is entitled will be effected as set out in paragraph 13 of Part II of the Scheme Document as soon as practicable and in any event not later than 14 calendar days after the Effective Date, being today, 14 September 2026.
Suspension and Cancellation of Trading
As previously advised, trading in CyanConnode Shares on AIM of the London Stock Exchange was suspended at 7.30 a.m. today and CyanConnode Shares were disabled in CREST from 6.00 p.m. on 11 September 2026.
An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of CyanConnode Shares on AIM, which is expected to take place at 7.00 a.m. on 15 September 2026.
As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares have ceased to be valid documents of title, and entitlements to Scheme Shares held in uncertificated form in CREST have been cancelled.
Board Changes
As the Scheme has now become Effective, with effect from today's date all of the non-executive directors of CyanConnode, namely Björn Lindblom, David Johns-Powell, Peter Tyler and Lyndon Faulkner, have resigned from the board of CyanConnode.
Dealing Disclosures
As a result of this announcement, CyanConnode is no longer in an "offer period" as defined in the Takeover Code and, accordingly, the dealing disclosure requirements previously notified to investors no longer apply.
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.
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.
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
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 has not been 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 have not been, 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 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.
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