Statement regarding possible offer
Summary by AI BETAClose X
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH 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 OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
3 February 2026
CyanConnode Holdings plc
("CyanConnode" or the "Company")
Statement regarding possible offer
CyanConnode (AIM: CYAN) notes the recent increase in the Company's share price and confirms that it has received an indicative non-binding approach from Esyasoft Holding Ltd ("Esyasoft") regarding a possible all cash offer for the Company, valuing its entire issued and to be issued ordinary share capital at £35 million, representing approximately 9.75 pence per share (the "Possible Offer").
This announcement does not amount to a firm intention by Esyasoft to make an offer under Rule 2.7 of the Code. The board of directors of CyanConnode (the "CyanConnode Board") notes that there can be no certainty that an offer will be made nor as to the terms of any such offer, if made. The CyanConnode Board is evaluating the proposal, together with its advisers, and will make a further announcement(s) in due course as and when appropriate. CyanConnode shareholders are advised to take no action in relation to the Possible Offer at this stage.
In accordance with Rule 2.6(a) of the Code, Esyasoft is required, by not later than 5.00 p.m. on 3 March 2026 (being 28 days after today's date), to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel") in accordance with Rule 2.6(c) of the Code.
As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company, in accordance with the rules of the Code. The attention of the Company's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
The person responsible for making this announcement on behalf of the Company is John Cronin.
This announcement has not been made with the consent of Esyasoft.
Enquiries:
|
CyanConnode Holdings plc John Cronin, Group CEO and Chairman India |
+44 (0) 1223 865 750 |
|
Strand Hanson Limited (Nominated and Financial Adviser) James Harris / Richard Johnson / James Dance
|
+44 (0)20 7409 3494 |
|
Zeus Capital Limited (Joint Broker) Simon Johnson / Louisa Waddell |
+44 (0)20 3829 5000 |
|
Panmure Liberum (Joint Broker) |
+44 (0) 20 7886 2500 |
|
Novella (Financial PR) |
+44 (0) 20 3151 7008 |
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 (as defined in the Code) 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 (as defined in the Code).
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.
Availability on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at CyanConnode.com by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Notice to overseas investors
This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, CyanConnode confirms that as at the date of this announcement, it has 359,035,103 ordinary shares of £0.02 each in issue and admitted to trading on AIM, the market operated by the London Stock Exchange. CyanConnode holds no ordinary shares in treasury. The total number of voting rights in CyanConnode is currently 359,035,103. The International Securities Identification Number for CyanConnode ordinary shares is GB00BF93WP34. The LEI number for CyanConnode is 213800MDLW3GKKW5TT58.
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