CyanConnode Holdings plc (LON:CYAN) and Esyasoft are pleased to announce that the Scheme Document has now been published and the Scheme Document together with the related Forms of Proxy will be sent to CyanConnode Shareholders other than CyanConnode Shareholders in certain Restricted Jurisdictions and, for information only, to persons with information rights in CyanConnode and participants in the CyanConnode Share Plans.
The Scheme Document sets out, amongst other things, a letter from the Non-Executive Chairman of CyanConnode, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by CyanConnode Shareholders.
The Scheme Document has been published today on CyanConnode’s website at www.cyanconnode.com and on Esyasoft’s website at www.esyasoft.com/takeover-documentation-cyanconnode-holdings-plc, and will be available up to and including the end of the Offer Period.
Hard copies of the Scheme Document (or, depending on CyanConnode Shareholders’ communication preferences, a web letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to CyanConnode Shareholders today.
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, unless stated otherwise.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, amongst other things:(i) the approval by a majority in number of Scheme Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting (or any adjournment or postponement thereof) and who represent at least 75 per cent. of votes cast by such Scheme Shareholders ; and (ii) the Resolution to approve and implement the Scheme being duly passed by CyanConnode Shareholders representing not less than 75 per cent. of the votes cast at the General Meeting (or any adjournment or postponement thereof).
Notices convening the Court Meeting and General Meeting for 11.00 a.m. and 11.15 a.m., respectively, on 3 September 2026 (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), each to be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG, United Kingdom, are set out in Part X and Part XI of the Scheme Document.
Any changes to the arrangements for the Court Meeting and/or the General Meeting will be communicated to Scheme Shareholders and CyanConnode Shareholders before the relevant Meetings, through CyanConnode’s website www.cyanconnode.com and by announcement through a Regulatory Information Service.
Recommendation
The CyanConnode Directors, who have been so advised by Strand Hanson as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the CyanConnode Directors, Strand Hanson has taken into account the commercial assessments of the CyanConnode Directors. Strand Hanson is providing independent financial advice to the CyanConnode Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the CyanConnode Directors intend unanimously to recommend that CyanConnode Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) as the CyanConnode Directors who hold or control CyanConnode Shares have irrevocably undertaken to do in respect of 39,526,006 CyanConnode Shares in total, representing in aggregate approximately 11.01 per cent. of CyanConnode’s ordinary share capital in issue as at the Latest Practicable Date.
CyanConnode Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Action to be taken by CyanConnode Shareholders
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of the Scheme Shareholders. You are therefore strongly encouraged to complete, sign and return both your Forms of Proxy in accordance with the instructions thereon, or to appoint a proxy online or electronically through CREST as soon as possible.
Details in relation to the action to be taken by CyanConnode Shareholders is set out in Section 16 of Part II of the Scheme Document.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out below. The Scheme remains conditional on the approval of the requisite majorities of Scheme Shareholders at the Court Meeting, the requisite majorities of CyanConnode Shareholders at the General Meeting and the satisfaction or, where applicable, waiver of the other Conditions set out in the Scheme Document (including the sanction of the Court). It is expected that the Scheme will become Effective by the end of October 2026, subject to the prior satisfaction or (where applicable) waiver of the Conditions. All dates and times are based on CyanConnode and Esyasoft current expectations and are subject to change.
If the Scheme is sanctioned as outlined above, the last day of dealings in, and registration of transfers of, CyanConnode Shares on AIM is expected to be the Business Day immediately prior to the Effective Date, and no transfers shall be registered after 6:00 p.m. on that date. It is intended that, subject to the Scheme becoming Effective, CyanConnode shall make an application for the cancellation of admission to trading of CyanConnode Shares on AIM, in each case to take effect from the first Business Day after the Effective Date.
| Event | Expected time(1) and/or date | |
| Publication of the Scheme Document | 10 August 2026 | |
| Latest time for lodging BLUE Forms of Proxy for Court Meeting | 11.00 a.m. on 1 September 2026(2) | |
| Latest time for lodging WHITE Forms of Proxy for General Meeting | 11.15 a.m. on 1 September 2026(3) | |
| Voting Record Time for Court Meeting and General Meeting | 6.30 p.m. on 1 September 2026(4) | |
| Court Meeting(5) | 11.00 a.m. on 3 September 2026 | |
| General Meeting(5) | 11.15 a.m. on 3 September 2026(6) |
The following dates and times are indicative only and subject to change:
| Sanction Hearing to sanction the Scheme | Currently anticipated to be 10 September 2026 (date “D“) | |
| Last day of dealings in, and for registration of transfers of, CyanConnode Shares | D+1 Business Day | |
| Scheme Record Time | 6.00 p.m. on D+1 Business Day | |
| Disablement of CREST in respect of CyanConnode Shares | 6.00 p.m. on D+1 Business Day | |
| Effective Date of the Scheme | D+2 Business Days(7) | |
| Suspension of admission to trading on AIM of, and dealings in, CyanConnode Shares | 7.30 a.m. on D+2 Business Days | |
| Cancellation of admission to trading on AIM of CyanConnode Shares | 7.00 a.m. on D+3 Business Days | |
| Despatch of cheques and crediting of CREST accounts in respect of consideration due under the Scheme | within 14 calendar days after the Effective Date | |
| Long Stop Date | 11.59 p.m. on 29 January 2027(8) |
Notes:
(1) The dates and times given are indicative only and are based on the current expectations of CyanConnode and Esyasoft and may be subject to change. CyanConnode will give notice of any change(s) to the above times and dates by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice of the change(s) to CyanConnode Shareholders and persons with information rights and, for information only, to participants in the CyanConnode Share Plans. Copies of any such announcements will be made available on the CyanConnode website at www.cyanconnode.com.
(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the Court Meeting or, if the Court Meeting is adjourned, no later than 48 hours before the time fixed for such adjourned Court Meeting (excluding any part of such 48-hour period that is not a Business Day). However, BLUE Forms of Proxy not so lodged may be handed to the chair of the Court Meeting (or a representative of the Registrar on behalf of the chair) before the taking of the poll at the Court Meeting.
(3) WHITE Forms of Proxy for the General Meeting must be lodged no later than 48 hours before the time and date set for the holding of the General Meeting in order to be valid or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for such adjourned General Meeting (excluding any part of such 48-hour period that is not a Business Day). WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.
(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is 48 hours before the date set for the adjourned meeting (excluding any part of such 48 hour period falling on a day that is not a Business Day).
(5) The Court Meeting and the General Meeting will be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG.
(6) To commence at 11.15 a.m. or as soon thereafter as the Court Meeting shall have been concluded or adjourned.
(7) Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Scheme Court Order being delivered to the Registrar of Companies for registration. This is presently expected to occur two Business Days following the date of the Sanction Hearing, subject to satisfaction or (where capable of waiver) waiver of the Conditions.
(8) This is the latest date by which the Acquisition may become Effective, unless (a) Esyasoft and CyanConnode agree a later date, or (b) (in a competitive situation) as may be specified by Esyasoft with the consent of the Panel, and in each case that (if so required) the Court may allow.
CyanConnode Share Plans
Participants in the CyanConnode Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the CyanConnode Share Plans and any action they may take and, where applicable, will be provided with letters setting out details of the appropriate proposals being made by Esyasoft in accordance with Rule 15 of the Takeover Code. The form of the Share Plan Letters will be made available on CyanConnode’s website at www.cyanconnode.com and on Esyasoft’s website at www.esyasoft.com/takeover-documentation-cyanconnode-holdings-plc.
Additional information for CyanConnode Shareholders
If you have any questions regarding this announcement, the Scheme Document, the General Meeting or the Acquisition or are in any doubt as to how to complete the Form of Proxy or appoint a proxy online or electronically via CREST, please call the shareholder helpline of Share Registrars Limited on +44 (0)1252 821390. Lines are open from 8.30 a.m. to 5.00 p.m. Monday to Friday (except English and Welsh public holidays). Calls to this number are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that calls to the Registrar may be monitored or recorded and no advice on the Scheme or its merits, nor any legal, taxation or financial advice, can be given.
