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REG - essensys PLC - Form 8 - essensys plc

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RNS Number : 3903L  essensys PLC  12 December 2025

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:                                                     essensys plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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  essensys plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         12 December 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "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 0.25p

                                                                      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  Nil     -       Nil       -
 purchase/sell:
                                                                      Nil     -       Nil       -

      TOTAL:

 

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:   None
 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)   Holdings of ordinary shares by the directors of essensys plc (the
 "Company") and their close relatives:

Name     Number of essensys ordinary shares held  % of total issued share capital
 Jon Lee  128,635                                  0.20

 

 b)   The directors of the Company have the following rights to subscribe for
 the following relevant essensys plc securities:

Name          Date of grant  Type of grant  Vesting Date  Expiry Date  Exercise price (p)  No. of options outstanding
 Jon Lee       28/05/2019     LTIP*          28/05/2022    28/05/2029   151                 49,669
 James Lowery  10/02/2025     LTIP**         10/02/2028    10/02/2035   0.25                500,000
 Greg Price    10/02/2025     LTIP**         10/02/2028    10/02/2035   0.25                300,000

 

 * Options relate to essensys plc's Long Term Incentive Plan (LTIP) awarded by
 the remuneration committee. The LTIP award is not subject to performance
 criteria as disclosed within the Company's 2024 Annual Report

 ** Options relate to essensys plc's Long Term Incentive Plan (LTIP) awarded by
 the remuneration committee. The LTIP award is subject to performance criteria
 which will be disclosed within the Company's 2025 Annual Report

 

 

b)   The directors of the Company have the following rights to subscribe for
the following relevant essensys plc securities:

 

 Name          Date of grant  Type of grant  Vesting Date  Expiry Date  Exercise price (p)  No. of options outstanding
 Jon Lee       28/05/2019     LTIP*          28/05/2022    28/05/2029   151                 49,669
 James Lowery  10/02/2025     LTIP**         10/02/2028    10/02/2035   0.25                500,000
 Greg Price    10/02/2025     LTIP**         10/02/2028    10/02/2035   0.25                300,000

 

* Options relate to essensys plc's Long Term Incentive Plan (LTIP) awarded by
the remuneration committee. The LTIP award is not subject to performance
criteria as disclosed within the Company's 2024 Annual Report

** Options relate to essensys plc's Long Term Incentive Plan (LTIP) awarded by
the remuneration committee. The LTIP award is subject to performance criteria
which will be disclosed within the Company's 2025 Annual Report

 

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:  12 December 2025
 Contact name:        Greg Price
 Telephone number:    07740 938 093

 

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 +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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