REPLACEMENT: Form 8 (Opening Position Disclosure)

Mind Gym PLC

04 February 2026

 

Replacement: This announcement replaces the "Form 8 (Opening Position Disclosure)" RNS released at 11:32:45 on 04 February 2026 with RNS Number: 7251R. The only change is a typo correction of Octavius Black's name in table 3a. All other text remains unchanged.

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:	MindGym 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	MindGym plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	03 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:	0.001p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	N/A

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)  Beneficial holdings of the Directors of MindGym plc (including their close relatives) in its ordinary shares of no par value each  Name Number of ordinary shares held % of voting share capital Octavius Black and Joanne Cash 55 712 055 55.48 Sebastian Bailey 10 341 373 10.30 Emily Fyffe 685 0.07 (b) Beneficial holdings of the directors of MindGym plc in rights to subscribe for shares in MindGym plc Options over ordinary shares in MindGym plc: Name Plan Grant date Vesting date Expiry date Exercise price No of options/ shares Emily Fyffe LTIP1 21 July 2022 21 July 2025 21 July 2032 0                                   22,916 Emily Fyffe LTIP2 26 July 2023 26 July 2026 26 July 2033 0                                   16,616 Emily Fyffe LTIP3 26 July 2023 26 July 2026 26 July 2033 0                                   38,770 Christoffer Ellehuus LTIP2 28 August 2024 28 August 2027 28 August 2034 0                                263,158 Emily Fyffe LTIP2 28 August 2024 28 August 2027 28 August 2034 0                                   51,810 Christoffer Ellehuus LTIP3 28 August 2024 28 August 2027 28 August 2034 0                                614,035 Emily Fyffe LTIP3 28 August 2024 28 August 2027 28 August 2034 0                                120,889 Christoffer Ellehuus LTIP1 28 August 2024 28 August 2027 28 August 2034 0                                877,193 Emily Fyffe LTIP1 28 August 2024 28 August 2027 28 August 2034 0                                172,699 Christoffer Ellehuus LTIP3 31 July 2025 31 July 2028 31 July 2035 0               857,143 Emily Fyffe LTIP3 31 July 2025 31 July 2028 31 July 2035 0                                471,429 Christoffer Ellehuus LTIP2 31 July 2025 31 July 2028 31 July 2035 0                                428,571 Emily Fyffe LTIP2 31 July 2025 31 July 2028 31 July 2035 0                                235,714 Christoffer Ellehuus LTIP1 31 July 2025 31 July 2028 31 July 2035 0                                428,571 Emily Fyffe LTIP1 31 July 2025 31 July 2028 31 July 2035 0                                235,714 (1)   Timebound LTIP Performance Condition (2)   EBITDA Target LTIP Performance Condition (3)   Revenue Target LTIP Performance Condition

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:	04 February 2026
Contact name:	Nicholas Stone
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