REG - essensys PLC - Trading update & Possible Offer

essensysAnnouncement

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RNS Number : 3620J  essensys PLC  28 November 2025

28 November 2025

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 THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT (THE "ANNOUNCEMENT") FALLING UNDER RULE 2.4 OF THE
CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE
AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

 

essensys plc

Trading update & Possible Offer

essensys plc (AIM:ESYS) ("essensys", the "Company" and together with its
subsidiary undertakings, the "Group"), the leading global provider of software
and technology to the flexible workspace industry, announces a trading update
for the financial year ended 31 July 2026 ("FY26").

 

Trading update

 

Revenue for the first quarter of FY26 amounted to £4.1m, which was broadly in
line with management expectations, and primarily driven by essensys Platform.
While customer interest in the Group's new product, elumo, remains strong, the
current macroeconomic environment has led to elongated sales cycles and slower
than anticipated adoption rates, which is expected to impact FY26 sales. The
Company does however continue to expect good adoption over the medium term.
essensys continues to see a clear "flight to quality" in the flexible
workspace market, as occupiers favour premium, well-specified spaces. This
reinforces the Group's strategic focus and positions the Company well for
evolving market preferences.

 

In addition, the Group expects that one of its customers will not be renewing
its essensys Platform contract, which represents total annual recurring
revenues of £0.9m. The current contract is expected to conclude at the end of
December 2025. This is already factored into management forecasts and overall
customer churn remains broadly in line with management expectations.

 

Recognising the distinct characteristics and different maturity levels of the
Group's two core products, management has restructured the business around the
specific needs of each. A focused agile team has been established to drive the
sales and adoption of elumo, whilst a dedicated essensys Platform team will
deliver an improved customer experience.

 

As a result of the above, management anticipates FY26 results to be materially
below their expectations. However, the Group restructure is expected to
generate significant annualised cost savings and this, in addition to the cost
savings already realised from the completion of the data centre
decommissioning project, protects the Group's cash position going forward.

To further strengthen the Group's financial resilience and support its
strategic growth objectives, essensys is in active discussions to secure a
debt facility. This process is designed to optimise the Group's capital
structure and ensure that essensys has the capacity to pursue key growth
opportunities. The Group is currently debt free.

 

Possible Offer

 

The independent directors of the Company, (being the full board except for
Mark Furness) (the "Independent Directors") confirm that Mark Furness, founder
and a Non-Executive Director, has submitted a preliminary, indicative,
non-binding proposal to the Independent Directors relating to a possible
all-cash offer for the entire issued and to be issued share capital of the
Company at 20 pence per share (the "Possible Offer"). Any Possible Offer would
be made by a to-be-incorporated company ("BidCo").

 

The Independent Directors are in preliminary discussions with Mark Furness in
relation to the Possible Offer. These discussions are at an early stage, and
there can be no certainty that an offer will be made. A further update will be
provided in due course.

 

For the purposes of Rule 2.5(a) of the Code, Mark Furness reserves the right
to vary the form and/or mix of the offer consideration, vary the transaction
structure and also reserves the right to make an offer on less favourable
terms than 20 pence per share:

 i.    with the recommendation or consent of the Independent Directors;
 ii.   if essensys announces, declares or pays any dividend or any other distribution
       to shareholders, in which case Mark Furness (or BidCo, as applicable) will
       have the right to make an equivalent reduction in his (or its) offer terms;
 iii.  in the event of an announcement by essensys of a Rule 9 waiver transaction,
       pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the
       Code); or
 iv.   if a third party announces a firm intention to make an offer for essensys
       which, at that date, is of a value less than the value of the Possible Offer.

 

The Possible Offer is subject to the satisfaction or waiver by Mark Furness
(or BidCo, as applicable) of a number of pre-conditions, including the
satisfactory completion of customary due diligence and the unanimous
recommendation of the Independent Directors. For the purposes of Rule 2.5(c)
of the Code, Mark Furness (or BidCo, as applicable) has reserved the right to
waive such pre-conditions.

 

This announcement is being made with Mark Furness' consent.

 

In accordance with Rule 2.6(a) of the Code, Mark Furness (or BidCo, once
incorporated) must, by not later than 5.00 p.m. on 26 December 2025, either
announce a firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or announce that he (or it, as applicable) does not
intend to make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will only be
extended with the consent of the Panel on Takeovers and Mergers in accordance
with Rule 2.6(c).

 

Notes

1.        The trading performance reported in this statement is based
on unaudited management accounts.

 

-Ends-

 

For further information, please contact:

 essensys plc                                                                    +44 (0)20 3102 5252
 James Lowery, Chief Executive Officer
 Greg Price, Chief Financial Officer
 Canaccord Genuity Limited (Financial Adviser, Nominated                         +44 (0)20 7523 8000

 Adviser and Broker)
 Simon Bridges / Harry Gooden / Andrew Potts
 Gracechurch Group
 Heather Armstrong / Alexis Gore / Rebecca Scott                                 +44 (0) 20 4582 3500

                                                                                 essensys@gracechurchpr.com (mailto:essensys@gracechurchpr.com)

About essensys plc

essensys is the leading provider of software and technology to landlords and
flexible workspace operators. Founded in 2006 and listed on the AIM market
since 2019, essensys' mission is to power the world's largest community of
flexible, technology-driven spaces. Under new leadership, the Company has
simplified its go-to-market strategy around two core offerings: essensys
Platform and elumo.

essensys Platform is a SaaS platform that delivers enterprise-grade Wi-Fi
seamlessly across portfolios of multi-tenant workspaces, while providing data
insights to optimise performance. The Group's latest offering, elumo, provides
customers with a new way to manage and monetise bookable spaces. The
integrated bookings and access solution transforms meeting rooms and shared
spaces from operational headaches into revenue-generating assets.

With customers in the UK, Europe, North America and APAC, essensys is
deploying a newly launched and simplified go-to-market strategy, positioning
the business long-term growth in the flexible workspace and commercial real
estate market.

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for essensys and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to any person
other than essensys for providing the protections afforded to clients of
Canaccord Genuity, nor 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 the matters referred to in this announcement, or otherwise.

Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulation (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310''. With the publication of this announcement, this information is now
considered to be in the public domain.

The person responsible for the release of this announcement on behalf of the
Company is Greg Price, Chief Financial Officer of the Company.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1%
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, 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 pm (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 Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://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.

The defined terms used in this section "Disclosure requirements of the Code"
are defined in the Code which can be found on the Takeover Panel's website.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at https://www.essensys.tech
(https://essensys.tech/) by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, essensys confirms that as at the
close of business on 27 November 2025 its issued share capital consisted of
64,751,830 ordinary shares of 0.25 pence each which are admitted to trading on
the AIM market of London Stock Exchange plc. The International Securities
Identification Number for the Company's ordinary shares is GB00BJL1ZF49 and
the Legal Entity Identifier is 2138002MSI4WKYNOBS73. The Company holds no
ordinary shares in treasury.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of essensys who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of essensys who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared in accordance with the laws of England and
Wales, the Code, the AIM Rules for Companies and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England and Wales.

 

 

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