REG - essensys PLC - Publication of Offer Document

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RNS Number : 9196V  essensys PLC  09 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

 
9 March 2026

RECOMMENDED CASH OFFER

for

essensys plc ("essensys")

by

essensys Bidco Limited ("Bidco")

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").

Publication of the Offer Document

Bidco and the essensys Independent Directors are pleased to announce 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, has today been published, posted and made
available to essensys Shareholders (other than essensys Shareholders resident
or located in a Restricted Jurisdiction).

In addition, letters from Bidco and essensys have been sent today to
participants in the essensys Share Option Plans to provide information on how
the Offer will affect their rights under the essensys Share Option Plans and
the arrangements applicable to them in connection with the Offer.

A copy of the Offer Document and the letters to participants in the essensys
Share Option Plans will shortly be available on essensys's website at:
https://www.essensys.tech (https://www.essensys.tech) .

In accordance with Rule 24.1(a) of the Takeover Code, the essensys Independent
Directors have given their consent to the publication of the Offer Document
within 14 days of the date of the Rule 2.7 Announcement, which was published
on 24 February 2026.

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, have the same meanings as set out in the Offer Document.

Actions required

The Offer will remain open for acceptance until 1.00 p.m. (London time) on 8
May 2026 (the "Unconditional Date").

The Unconditional Date may be brought forward or extended in accordance with
the Takeover Code, as further described in paragraph 1 of Section F of Part 3
(Conditions and Further Terms of the Offer) of the Offer Document.

The procedures for acceptance of the 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.

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

Timetable

The Offer Document contains an expected timetable of principal events in
relation to the Offer, which is also set out in the Appendix to this
Announcement.

Information for essensys Shareholders and Helpline

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.

Further information

Important notices

Kroll Securities Limited ("Kroll"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, 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 Financial Conduct Authority 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 will be 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 and the Offer Document 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 Offer Document 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.

 

APPENDIX

Expected Timetable of Principal Events

The following indicative timetable is based on Bidco's current expected dates
for the Offer and is subject to change. If any of the dates and/or times in
this expected timetable change, the revised dates and/or times will be
notified to essensys Shareholders by an announcement through a Regulatory
Information Service.

                                                                                Time and Date
 Announcement of the Offer                                                      24 February 2026
 Publication and posting of the Offer Document and the Form of Acceptance       9 March 2026
 Latest time and date by which Offer can be accepted                            1.00 p.m. 8 May 2026
 Latest date and time by which the Offer may become or be declared              5.00 p.m. 8 May 2026
 unconditional
 Subject to Note 4 below, settlement of consideration to essensys Shareholders  No later than 14 calendar days after the Offer becoming or being declared
 who accept the Offer prior to the Offer becoming or being declared             unconditional
 unconditional
 Long-Stop Date                                                                 1 June 2026

 

1.   These times and dates are indicative only and are based on current
expectations and may be subject to change. The period during which the Offer
is open for acceptance may be extended or brought forward by Bidco in certain
circumstances. Bidco may also in certain circumstances invoke the acceptance
condition on or after Day 21 but before the Unconditional Date by publishing
an acceptance condition invocation notice. See Sections B, C and F of Part 3
(Conditions and Further Terms of the Offer) of the Offer Document.

 

2.    The Offer shall lapse unless all of the Conditions have been
fulfilled or, where permitted, waived by midnight on the earlier of the
Unconditional Date and the Long-stop Date (subject to the rules of the
Takeover Code and, where applicable, the consent of the Panel).

 

3.    If the Offer becomes or is declared unconditional and Bidco receives
acceptances of the Offer in respect of, and/or otherwise acquires, 90 per
cent. or more in of the essensys Shares to which the Offer relates, Bidco
intends to exercise its rights pursuant to the statutory squeeze-out
provisions of sections 974 to 991 of the Companies Act to acquire
compulsorily, on the same terms as the Offer, the remaining essensys Shares to
which the Offer relates in respect of which the Offer has not at such time
been accepted. If the Offer becomes or is declared unconditional, it will
remain open for acceptance for a minimum of 14 days. Not less than 14 days'
notice will be given in respect of the closure of the Offer.

 

4.     Notwithstanding the reference to 14 calendar days to effect
settlement of consideration to essensys Shareholders, in the case of essensys
Shares resulting from the exercise or vesting of options or awards under the
essensys Share Option Plans, Bidco shall: (i) pay the amount due in respect of
such essensys Shares to essensys or any of its subsidiaries or subsidiary
undertakings or otherwise by such method as may be agreed with essensys, and
(ii) procure that the applicable payments are made to the relevant essensys
Shareholders as soon as reasonably practicable following the Unconditional
Date through the relevant payroll (subject to the deduction of any exercise
price (if relevant), income tax, employee's national insurance contributions
and employer's national insurance contributions (if relevant) or such
equivalents in any applicable jurisdiction).

 

5.     If any of the above times and/or dates change, the revised times
and/or dates will be notified through a Regulatory Information Service in the
UK and/or to essensys Shareholders.

 

 

 

 

 

 

 

 

 

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