On 31 July 2026, the board of directors of CyanConnode Holdings plc (LON:CYAN) 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, to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
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.
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.
CyanConnode Meetings
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). The Court Meeting and the General Meeting will be held at the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG at 11.00 a.m. and 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded) on 3 September 2026, respectively.
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 Scheme Shareholders.
Scheme Shareholders and CyanConnode Shareholders who have not yet done so are therefore strongly urged to complete, sign and return your Forms of Proxy, or to appoint a proxy online at www.shareregistrars.uk.com or through the CREST electronic proxy appointment service as soon as possible.
Further information in relation to the Meetings is contained in paragraph 10 of Part II (Explanatory Statement) of the Scheme Document and the terms of the Scheme are set out in full in Part III (Scheme of Arrangement) of the Scheme Document.
Timetable of Principal Events
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which remains unchanged. 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). Subject to the satisfaction or (if capable of waiver) the waiver of the Conditions to the Scheme (as set out in the Scheme Document) the Scheme is expected to become effective on 14 September 2026. 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 to the London Stock Exchange for the cancellation of admission to trading of CyanConnode Shares on AIM to take effect from the first Business Day after the Effective Date.
If any changes to the key dates and/or times set out in the timetable are made, CyanConnode and Esyasoft will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on CyanConnode’s website at: www.cyanconnode.com and Esyasoft’s website at: www.esyasoft.com/takeover-documentation-cyanconnode-holdings-plc.
| 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 | 10 September 2026 (date “D“) | |
| Last day of dealings in, and for registration of transfers of, CyanConnode Shares | 11 September 2026 (D+1 Business Day) | |
| Scheme Record Time | 6.00 p.m. on 11 September 2026 (D+1 Business Day) | |
| Disablement of CREST in respect of CyanConnode Shares | 6.00 p.m. on 11 September 2026 (D+1 Business Day) | |
| Effective Date of the Scheme | 14 September 2026 (D+2 Business Days)(7) | |
| Suspension of admission to trading on AIM of, and dealings in, CyanConnode Shares | 7.30 a.m. on 14 September 2026 (D+2 Business Days) | |
| Cancellation of admission to trading on AIM of CyanConnode Shares | 7.00 a.m. on 15 September 2026 (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.
