REG - essensys PLC - Rule 8 OPD - essensys PLC - Mark Furness

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RNS Number : 3910L  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:                                                     Mark Furness
 (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?                                Offeror
 (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 of £0.25 each

                                                                      Interests             Short positions

                                                                      Number      %         Number    %
 (1) Relevant securities owned and/or controlled:                     19,700,000  30.42     Nil       0
 (2) Cash-settled derivatives:                                        Nil         0         Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil         0         Nil       0
 purchase/sell:
                                                                      19,700,000  30.42     Nil       0

      TOTAL:

 

*Mark Furness is founder and non-executive director of essensys

 

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).

 

1.   (b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   Ordinary shares of £0.25 each
 Details, including nature of the rights concerned and relevant percentages:  Interest in shares pursuant to share awards granted to Mark Furness in
                                                                              February 2025 over 700,000 ordinary shares, pursuant to essensys plc's LTIP
                                                                              with an expiry date of February 2035. The vesting date and exercise price for
                                                                              these options are subject to certain performance conditions being met, as
                                                                              detailed in announcement released by essensys plc on 11 February 2025.
                                                                              Further information on the terms is expected to be published in essensys plc's
                                                                              annual report and accounts for the financial year ended 2025. The performance
                                                                              conditions have not been met and the options are therefore expected to lapse.

 

 

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:

 Persons acting in concert with Mark Furness

Name                                                                      Number of Ordinary Shares  Percentage of total issued share capital
 Terry Leahy*                                                              1,622,321                  2.51%
 David Leahy*                                                              7,500                      0.01%
 William Currie & close relatives and William Currie Investments Ltd*      2,356,891                  3.64%

 

 

 

 

*Will be shareholders in a BidCo being incorporated as Offeror

 

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:        Rory O'Sullivan, Kroll Securities Limited
 Telephone number:    +442070894810

 

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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