Form 8 (OPD) - Dianomi PLC

Dianomi PLC

28 September 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:	Dianomi 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	Dianomi plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:  The latest practicable date prior to the disclosure	25 September 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 £0.002 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	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:	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:

Ordinary shares in Dianomi plc held by the directors of Dianomi plc and their close relatives and related trusts: Name of Director Number of Dianomi plc ordinary shares of £0.002 each Percentage of total issued Dianomi plc ordinary share capital Rupert Hodson* 2,882,392 9.74% Michael Kelly 294,432 0.98% Charlotte Stranner 20,000 0.06%              *Includes the holdings of Rupert Hodson’s relatives. Interests held in ordinary shares by members of the Company’s concert party presumed to be acting in concert with certain Directors: Name of Party Number of Dianomi plc ordinary shares of £0.002 each Percentage of total issued Dianomi plc ordinary share capital Raphael Queisser** 3,632,134 12.09% Robert Cabell De Marcellus 2,789,572 9.29%              ** Includes the holdings of Raphael Queisser’s relatives.      Interests in Dianomi plc held as options or awards under the share plans of Dianomi plc by the directors of Dianomi plc and their close relatives and related trusts Name of Director Share plan Number of ordinary shares under option / award Exercise price (pence) Date of grant and expiry Vesting Charlotte Stranner Long term incentive plan 131,868 50p 3/11/2023 (grant) 3/11/2033 (expiry) Vesting of options is conditional on performance criteria being met or the performance criteria being waived by the remuneration committee

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:	28 September 2026
Contact name:	Charlotte Stranner
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