REG - essensys PLC - Day 21 Acceptance Level Update

essensysAnnouncement

Tue 07:00

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RNS Number : 7111Y  essensys PLC  31 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 
31 March 2026

Recommended Cash Offer

for

essensys plc ("essensys")

by

essensys Bidco Limited ("Bidco")

Day 21 acceptance level update

Introduction

On 24 February 2026, Bidco and the essensys Independent Directors announced
that they had reached agreement on the terms of a recommended cash offer for
the entire issued and to be issued ordinary share capital of essensys by Bidco
(other than those essensys Shares held by or contracted to be acquired by or
on behalf of Bidco) at a price of 17 pence per essensys Share (the "Offer").

On 9 March 2026, Bidco and the essensys Independent Directors announced that
the offer document in relation to the Offer (the "Offer Document"),
containing, among other things, a letter from the independent committee of
essensys, a letter from the sole director of Bidco, the full terms and
Conditions of the Offer, an expected timetable of principal events and details
of the action to be taken by essensys Shareholders, were published, posted and
made available to essensys Shareholders (other than essensys Shareholders
resident or located in a Restricted Jurisdiction).

A copy of the Offer Document is available on essensys's website at:
https://www.essensys.tech (https://www.essensys.tech) .

This announcement (this "Announcement") should be read in conjunction with the
full text of the Offer Document. Capitalised terms used in this Announcement,
unless otherwise defined, have the same meanings as set out in the Offer
Document.

Day 21 acceptance level update

Day 60 of the Offer timetable will be 8 May 2026. Day 21 of the Offer
timetable was therefore 30 March 2026.

In accordance with Rule 17 of the Takeover Code, Bidco confirms that, as at
1.00 p.m. on 30 March 2026, valid acceptances of the Offer ("Valid
Acceptances") had been received in respect of a total of 112,106 essensys
Shares, representing 0.27 per cent. of essensys's existing issued ordinary
share capital, which Bidco may count towards the satisfaction of the
Acceptance Condition.

As described in paragraph 7 of Part 6 (Additional Information) of the Offer
Document, Bidco received indications of support to accept, or procure or
instruct the acceptance of the Offer in respect of a total of 13,307,993
essensys Shares, representing approximately 20.52 per cent. of essensys's
existing issued ordinary share capital. So far as Bidco is aware, these
commitments remain outstanding as at 1.00 p.m. on 30 March 2026. As such, none
of the abovementioned Valid Acceptances are in respect of the essensys Shares
that were (i) the subject of irrevocable undertakings or a letter of intent to
accept (or procure the acceptance of) the Offer, given by the essensys
Directors and certain essensys Shareholders in respect of their own entire
legal and beneficial holdings of essensys Shares (or those essensys Shares
over which they have control); or (ii) received from persons acting in concert
with Bidco.

Together with the commitments Bidco has received under the Bidco SPAs, Bidco
received indications of support to accept, or procure or instruct the
acceptance of the Offer in respect of a total of 36,994,705 essensys Shares,
representing approximately 57.04 per cent. of the existing ordinary share
capital of essensys.

Bidco is aware that essensys Shareholders providing irrevocable undertakings
are in contact with their nominees and investment platforms to procure
acceptance of the Offer in accordance with the terms of their respective
undertakings and, further, that such essensys Shareholders are experiencing
delays in corporate actions being made available and, in some circumstances,
delays in rematerialising their essensys Shares in order to elect to accept
the Alternative Offer. Further updates will be provided in due course.

Further details of the irrevocable undertakings and the letter of intent,
including the terms on which the irrevocable undertakings cease to be binding
are set out in paragraph 7 of Part 6 (Additional Information) of the Offer
Document.

Interests in securities

As at 6.00 p.m. on 30 March 2026, and save as disclosed in the Offer Document
(including in relation to the 23,686,712 essensys Shares subject to the terms
of the Bidco SPAs), neither Bidco, nor the sole director of Bidco, nor, so far
as the sole director of Bidco is aware, any other person acting, or deemed to
be acting, in concert with Bidco:

·      held any interest in, or right to subscribe for, or any short
position in respect of (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery, any relevant securities of essensys;

 

·      had borrowed or lent any relevant securities of essensys, save
for any borrowed shares which have been either on-lent or sold (including for
these purposes any financial collateral arrangements of the kind referred to
in Note 3 on Rule 4.6 of the Takeover Code); or

 

·      had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of essensys.

In this paragraph, "relevant securities of essensys" means essensys Shares and
securities convertible into, or rights to subscribe for, options (including
traded options) in respect thereof and derivatives referenced thereto.

Acceptance Condition

As at 1.00 p.m. on 30 March 2026, Bidco may count 112,106 essensys Shares,
representing approximately 0.27 per cent. of essensys's existing issued
ordinary share capital, towards satisfaction of the Acceptance Condition.

essensys Shareholders are reminded that, as a summary and subject to the
fuller description in the Offer Document, the Acceptance Condition shall be
satisfied should Bidco receive Valid Acceptances and/or Bidco or an entity
controlled by Bidco acquire or agree to acquire essensys Shares which,
excluding essensys Shares to be sold pursuant to the Bidco SPAs, in aggregate
represent more than 90 per cent. of the essensys Shares to which the Offer
relates.

The percentages of essensys Shares referred to in this Announcement are based
on the figure of 64,856,026 ordinary essensys Shares in issue at 1.00 p.m. on
30 March 2026 (being the last Business Day prior to the date of this
Announcement).

Action to be taken by essensys Shareholders to accept the Offer

The Offer will be open for acceptance until 1.00 p.m. on 8 May 2026, unless
the Unconditional Date is brought forward or extended by Bidco in accordance
with the Takeover Code and as further described in paragraph 1 of Section F of
Part 3 (Conditions and Further Terms of the Offer) of the Offer Document.

essensys Shareholders who have not yet accepted the Offer are encouraged to do
so as soon as possible.

The procedures for acceptance of the Cash Offer and, for those who wish to do
so (other than essensys Shareholders resident or located in a Restricted
Jurisdiction), to elect for the Alternative Offer, are set out in paragraph 16
of Part 2 (Letter from essensys Bidco Limited) of the Offer Document.
Acceptances of the Offer in respect of essensys Shares held in certificated
form (that is, not in CREST) should be made by completing and returning the
Form of Acceptance accompanying the Offer Document, together with the share
certificate(s) and/or other documents of title, as soon as possible and in any
event so as to be received by the Receiving Agent, Equiniti Limited, by no
later than 1.00 p.m. on the Unconditional Date. Acceptances in respect of
uncertificated essensys Shares (that is, in CREST) should be made
electronically through CREST so that the TTE Instruction settles as soon as
possible, and in any event, no later than 1.00 p.m. on the Unconditional Date.
If essensys Shareholders are a CREST sponsored member, they should refer to
their CREST sponsor as only their CREST sponsor will be able to send the
necessary TTE Instruction(s) to Euroclear.

essensys Shareholders who are holding their essensys Shares through an
investment platform may be required to rematerialise their essensys Shares
into certificated form if they wish to elect to accept the Alternative Offer.
Such essensys Shareholders should contact Equiniti on +44 (0)371 384 2050 for
further information as soon as possible.

Further details of how to accept the Offer are set out in the Offer Document.

Cancellation of trading, squeeze-out and re-registration

essensys Shareholders are reminded that, as stated in the Offer Document,
after the Offer becomes or is declared unconditional and if Bidco has, by
virtue of its shareholdings and acceptances of the Offer, acquired or agreed
to acquire essensys Shares carrying 90 per cent. or more of the voting rights
of essensys, it is intended that Bidco shall procure that essensys makes a
request to the London Stock Exchange for the cancellation of the admission to
trading of essensys Shares on AIM. It is anticipated that such cancellation
will take effect no earlier than 20 Business Days after the Offer becomes or
is declared unconditional, subject to compliance with applicable requirements
of the AIM Rules. The cancellation of the trading of the essensys Shares will
significantly reduce the liquidity and marketability of any essensys Shares
not assented to the Offer and their value may be affected in consequence.

It is also intended that, following the Offer becoming or being declared
unconditional, assuming the cancellation of trading of essensys Shares on AIM,
Bidco will procure that essensys is re-registered as a private limited company
under the relevant provisions of the Companies Act.

If Bidco receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of essensys Shares to which the Offer relates,
and assuming that all of the other Conditions have been satisfied or waived
(if capable of being waived), Bidco intends to exercise its rights pursuant to
sections 974 - 991 of the Companies Act to acquire compulsorily any essensys
Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant
to the Offer or otherwise on the same terms as the Offer.

Currency and settlement

Each essensys Shareholder electing for the Cash Offer will receive the Cash
Consideration which is payable to them under the Offer in respect of their
essensys Shares in pounds Sterling. Each essensys Shareholder electing for the
Alternative Offer will be issued the New Bidco Shares in certificated form.

Subject to the Offer becoming or being declared unconditional, settlement for
those essensys Shareholders who have validly accepted the Offer on or before
the Offer becoming or being declared unconditional will be effected within 14
calendar days of the Offer becoming or being declared unconditional or, in
relation to Valid Acceptances received after this date, within 14 calendar
days of receipt of that acceptance.

Those essensys Shareholders should refer to the provisions at paragraph 17 of
Part 2 (Letter from essensys Bidco Limited) of the Offer Document.

 

This section should be read in conjunction with Offer Document and, in the
case of essensys Shares held in certificated form, the Form of Acceptance.
essensys Shareholders are recommended to seek their own personal independent
financial advice immediately from their stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if they are resident in
the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

Questions

If essensys Shareholders have any questions about this Announcement or the
Offer Document, or are in any doubt as to how to complete the Form of
Acceptance (if they hold essensys Shares in certificated form) or as to how to
make an Electronic Acceptance (if they hold essensys Shares in uncertificated
form), or wish to obtain an additional Form of Acceptance, please contact the
Receiving Agent, Equiniti, on +44 (0)371 384 2050 or by submitting a request
in writing to the Receiving Agent at Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA. Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m.,
Monday to Friday (except public holidays in England and Wales). Please note
that the Receiving Agent cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training purposes.

Enquiries:

 essensys Bidco Limited                                                         +44 (0) 203 102 5256
 Mark Furness
 Kroll Securities Limited (Financial Adviser to Bidco)                          +44 (0) 020 7089 4700
 Rory O'Sullivan / Joseph Smart
 essensys plc                                                                   +44 (0)20 3102 5252
 James Lowery, Chief Executive Officer
 Greg Price, Chief Financial Officer
 Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Corporate  +44 (0)20 7523 8000
 Broker to essensys)
 Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott
 Gracechurch Group (Financial PR & IR Adviser to essensys)                      +44 (0) 20 4582 3500
 Heather Armstrong / Alexis Gore / Rebecca Scott                                essensys@gracechurchpr.com

Reed Smith LLP is retained as legal adviser to Bidco. Osborne Clarke LLP is
retained as legal adviser to essensys.

Important notices

Kroll Securities Limited ("Kroll"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom (the "FCA"), is acting
exclusively for Bidco and no one else in connection with the Acquisition
and/or any other matter referred to in this Announcement and will not regard
any other person as its client in relation to the Acquisition and will not be
responsible to anyone other than Bidco for providing the protections afforded
to clients of Kroll, nor for providing advice in relation to the Acquisition
or any matter referred to herein. Neither Kroll nor any of its affiliates (nor
any of their respective directors, officers, employees or agents), owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Kroll in connection with this Announcement, any
statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for essensys
and for no one else in connection with the Acquisition and/or any other matter
referred to in this Announcement and will not be responsible to anyone other
than essensys for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in relation to the matters referred to herein.
Neither Canaccord Genuity nor any of its affiliates (nor any of its or their
respective directors, officers, employees, representatives or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord Genuity in connection with this
Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, or the solicitation of any vote or approval
in any jurisdiction in which such offer or solicitation is unlawful, pursuant
to the Acquisition or otherwise. The Acquisition is being made solely by means
of the Offer Document (or in the event, with the consent of the Panel, that
the Acquisition is to be implemented by means of a Scheme, the scheme
document) and the Form of Acceptance (in respect of certificated essensys
Shares) which contains the full terms and Conditions of the Acquisition,
including details of how the Offer may be accepted.

This Announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Offer Document and, in the case of
certificated essensys Shares, the related Form of Acceptance. The Offer is
being made solely through the Offer Document and, in the case of certificated
essensys Shares, the Form of Acceptance, and any acceptance of the Offer
should be made only on the basis of the information contained in the Offer
Document and, in the case of certificated essensys Shares, the Form of
Acceptance.

Overseas Shareholders

The release, publication or distribution of this Announcement and the issue of
the New Bidco Shares issued under the Alternative Offer in jurisdictions other
than the United Kingdom may be restricted by law and/or regulations. No action
has been taken by essensys or Bidco to obtain any approval, authorisation or
exemption to permit the issue of the New Bidco Shares under the Alternative
Offer possession or distribution of this Announcement (or any other publicity
material relating to the New Bidco Shares) in any jurisdiction, other than in
the United Kingdom.

It is the responsibility of any Overseas Shareholders to satisfy themselves as
to the full observance of the laws and regulations of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or duties or payments due in such jurisdiction. Any
failure to comply with such restrictions or requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition and the New Bidco
Shares issued under the Alternative Offer shall not be made available, in
whole or in part, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws or regulations in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into
or from any Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.

The Acquisition is subject to the applicable requirements of, the Takeover
Code, the Panel, the London Stock Exchange and the AIM Rules.

Further details in relation to Overseas Shareholders are contained in the
Offer Document.

Additional information for US investors

The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Cash Offer will be made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Exchange Act and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Cash Offer will be subject to the disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law. US
holders of essensys Shares should note that essensys is not listed on a US
securities exchange and is not subject to the periodic reporting requirements
of the US Exchange Act, and is not required to, and does not, file any reports
with the US Securities and Exchange Commission thereunder. The Cash Offer will
be made in the United States by Bidco and no one else.

If, in the future, Bidco exercises its right to implement the Cash Offer by
way of a Scheme, which is to be made into the United States, such Scheme will
be made in compliance with the applicable U.S. law and regulation.

Furthermore, the payment and settlement procedure with respect to the Cash
Offer will comply with the relevant United Kingdom rules, which differ from US
payment and settlement procedures, particularly with regard to the date of
payment of consideration.

essensys Shareholders located or resident in the US (or who are otherwise US
persons as such term is defined in Regulation S under the US Securities Act)
will not be permitted to elect receipt of the New Bidco Shares pursuant to the
Alternative Offer. No offer of such New Bidco Shares is being made in the US,
and any purported election to receive New Bidco Shares pursuant to the
Alternative Offer by essensys Shareholders from the US, or which, at the sole
discretion of Bidco, appear to be made in respect of essensys Shares
beneficially held by persons located or resident in the US or who otherwise
appear to be US persons will not be accepted. Accordingly, essensys
Shareholders located or resident in the US or who are otherwise US persons
will receive cash pursuant to the Cash Offer, and no New Bidco Shares will be
issued to any such essensys Shareholder. The New Bidco Shares have not been
and will not be registered under the US Securities Act or under US securities
laws, and will not be listed on any stock exchange in the US, and may not be
offered, sold or delivered, directly or indirectly, in, into or from the US
absent registration or an applicable exemption from registration requirements
of the US Securities Act and applicable state securities laws.

Non-US essensys Shareholders will be deemed, by electing receipt of the New
Bidco Shares pursuant to the Alternative Offer, to represent and warrant, on
behalf of themselves and any person on whose behalf they beneficially hold
their essensys Shares, that they: (i) are not located or resident in the US or
otherwise a US person; and (ii) are not electing receipt of New Bidco Shares
pursuant to the Alternative Offer with a view to, or for offer or sale of New
Bidco Shares in connection with, any distribution thereof (within the meaning
of the US Securities Act) in the US or to US persons.

In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, Bidco, its affiliates, their advisors and nominees
or brokers (acting as agents) may make certain purchases of, or arrangements
to purchase, essensys Shares outside the Offer, such as in open market
purchases or privately negotiated purchases, during the offer period and the
period in which the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made outside the US
and would comply with applicable law and regulation, including those of the
United Kingdom and the US Exchange Act. Any such purchases by Bidco or its
affiliates will not be made at prices higher than the price of the Offer
provided in this Announcement unless the price of the Offer is increased
accordingly. Any information about such purchases or arrangements to purchase
shall be disclosed as required under United Kingdom laws and will be available
to all investors (including US investors) via the Regulatory Information
Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) . To the
extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.

It may be difficult for US holders of essensys Shares to enforce their rights
and any claim arising out of the US securities laws in connection with the
Offer, since Bidco and essensys are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of essensys Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

Neither the Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer or the New Bidco Shares, or determined if the
information contained in this Announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Cash Offer by a US holder as consideration
for the transfer of its essensys Shares pursuant to the Cash Offer will likely
be a taxable transaction for US federal (and applicable state and local)
income tax purposes. EACH US HOLDER IS URGED TO CONSULT THEIR TAX ADVISOR
REGARDING THE TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH IN EXCHANGE FOR
THEIR ESSENSYS SHARES PURSUANT TO THE CASH OFFER.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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 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.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by essensys Shareholders and other relevant persons for the receipt
of communications from essensys may be provided to Bidco during the Offer
Period as requested under Section 4 of Appendix IV of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this Announcement will be made available free of charge (subject to
certain restrictions relating to persons resident in Restricted Jurisdictions)
on essensys's website at https://www.essensys.tech (https://essensys.tech/) ,
by no later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, neither the content of this website
nor of any website accessible from any hyperlinks set out in this Announcement
are incorporated into or form part of this Announcement.

essensys Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form by writing to Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA or by calling Equiniti
Limited on telephone number +44 (0)371 384 2050 between 8.30 a.m. and 5.30
p.m., Monday to Friday (excluding public holidays). If you have received this
Announcement in electronic form, copies of this Announcement and any document
or information incorporated by reference into this Announcement will not be
provided unless such a request is made.

General

If essensys Shareholders are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as amended) if
you are a resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.

Time

All references to time in this Announcement are to London (UK) time, unless
otherwise stated.

 

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