REG - essensys PLC - Recommended Cash Offer
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RNS Number : 0923U essensys PLC 24 February 2026
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24
February 2026
RECOMMENDED CASH OFFER
for
essensys plc ("essensys")
by
essensys Bidco Limited ("Bidco")
(a newly incorporated company)
Summary
The board of directors of Bidco and the essensys Independent Directors are
pleased to announce that they have agreed 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 or contracted to be
acquired by or on behalf of Bidco) to be implemented by way of a takeover
offer within the meaning of Chapter 3 of Part 28 of the Companies Act (the
"Offer").
Bidco is a recently incorporated company formed specifically for the purpose
of making the Offer and is backed by Mark Furness and members of the Concert
Party. Further details on Bidco and the Concert Party are set out below.
Under the terms of the Offer, which is subject to the Conditions and further
terms set out in Appendix I to this Announcement, in the Offer Document and,
in respect of certificated essensys Shares, the Form of Acceptance, each
essensys Shareholder shall be entitled to receive:
17 pence in cash for each essensys Share held (the "Cash Offer")
The Cash Offer values the entire issued and to be issued ordinary share
capital of essensys at approximately £11.3 million. The Offer Price
represents:
* a premium of approximately 9.7 per cent. to the Closing Price per essensys
Share of 15.5 pence on 27 November 2025 (being the last Business day prior to
the commencement of the Offer Period);
* a premium of approximately 11.3 per cent. to the volume weighted average price
per essensys Share of 15.3 pence for the one-month period ended 27 November
2025 (being the last Business Day prior to the commencement of the Offer
Period); and
* a premium of approximately 2.8 per cent. to the volume weighted average price
per essensys Share of 16.5 pence for the three-month period ended on 23
February 2026 (being the last Business Day prior to this Announcement (the
"Latest Practicable Date")).
In considering the financial terms of the Cash Offer and determining whether
the Cash Offer reflects an appropriate valuation of essensys and its future
prospects, the essensys Independent Directors have taken into account a number
of factors including that the Cash Offer represents:
· a level of certainty and acceleration of delivering value to
essensys Shareholders weighed against the essensys Independent Directors'
internal valuation of the business net of inherent significant business
execution risks underpinning the delivery of future value; and
· a premium to the essensys Closing Price immediately prior to the
commencement of the Offer Period whilst also providing essensys Shareholders
with certainty of value in cash.
As an alternative to the Cash Offer, accepting essensys Shareholders (other
than essensys Shareholders resident or located in a Restricted Jurisdiction)
may elect to receive one New Bidco Share for each essensys Share held (the
"Alternative Offer"). The New Bidco Shares will be issued within 14 days of
the Unconditional Date. The New Bidco Shares do not carry any voting rights.
An estimate of the value of the New Bidco Shares and the Alternative Offer
will be included in the Offer Document.
The Offer will be subject to the Conditions and further terms set out in
Appendix I to this Announcement, and to be set out in full in the Offer
Document and, in respect of essensys Shares held in certificated form, the
accompanying Form of Acceptance and will only become Effective if, amongst
other things, the Acceptance Condition has been satisfied. The Acceptance
Condition has been set at a level which, in order to be satisfied, requires
Bidco to have acquired or contracted to acquire whether by way of acceptance
to the Offer or otherwise, essensys Shares carrying in aggregate 90 per cent.
of essensys Shares to which the Offer relates (or such lesser percentage as
Bidco may decide (being not less than 50 per cent. of the voting rights of
essensys Shares normally exercisable at a general meeting of essensys) by no
later than 1.00 p.m. on the Unconditional Date (or such later time(s) and/or
date(s) as Bidco may, with the consent of the Panel, decide)). The Offer shall
lapse if the Offer does not become Effective by the Long Stop Date.
If, on or after the date of this Announcement, and prior to the Unconditional
Date, any dividend and/or other distribution and/or return of capital is
announced, declared, made or paid or becomes payable in respect of essensys
Shares, Bidco reserves the right to reduce the Cash Consideration payable
under the terms of the Offer for essensys Shares by an amount up to the amount
of such dividend and/or other distribution and/or return of capital so
announced, declared or paid, in which case any reference in this Announcement
or in the Offer Document to the Cash Consideration payable under the terms of
the Offer will be deemed to be a reference to the Cash Consideration as so
reduced. In such circumstances, the relevant essensys Shareholders will be
entitled to receive and retain such dividend and/or other distribution and/or
return of capital. Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Acquisition or the Offer. For the further avoidance of doubt, any
payments made in cash or by way of the delivery of shares on the vesting of
awards calculated by reference to dividends accrued in respect of those
underlying vested shares are not to be construed as a dividend, distribution
or return of capital for the purposes of this paragraph.
Information on essensys
Founded in 2006 and admitted to trading on AIM since 2019, essensys is a
provider of software and technology to landlords and flexible workspace
operators who use essensys's software and technology to manage and run their
workspaces. Under new leadership in the last 12 months, essensys has
simplified its go-to-market strategy around two core offerings: essensys
Platform and elumo.
The essensys Platform is a software-as-a-service solution that delivers
enterprise grade wi-fi seamlessly across portfolios of multi-tenant
workspaces, while at the same time providing data insights to optimise
performance. The essensys Group's latest offering elumo, launched in March
2025, provides customers with a new way to manage and monetise bookable
flexible workspaces. The integrated bookings and access solution aims to
transform meeting rooms and shared spaces into revenue generating assets. The
essensys offerings have been designed and developed to help solve the complex
operational challenges faced by multi-site flexible workspace operators as
they grow and scale their operations.
essensys operates across four locations (London, New York, Sydney, and
Amsterdam), servicing customers across the UK, Europe, North America and
Asia-Pacific.
Recommendation by the essensys Independent Directors
The essensys Board has formed an independent committee comprising the essensys
Independent Directors to consider the Acquisition and determine on behalf of
the essensys Board whether to recommend essensys Shareholders to accept the
Cash Offer and the Alternative Offer. The essensys Independent Directors
comprise all of the essensys Directors other than Mark Furness, who is deemed
to have a conflict of interest through being a controlling shareholder of
Bidco.
The essensys Independent Directors, who have been so advised by Canaccord
Genuity Limited ("Canaccord Genuity") as to the financial terms of the Cash
Offer, consider the terms of the Cash Offer to be fair and reasonable. In
providing their advice to the essensys Independent Directors, Canaccord
Genuity has taken into account the commercial assessments of the essensys
Independent Directors. Canaccord Genuity is providing independent financial
advice to the essensys Independent Directors for the purposes of Rule 3 of the
Takeover Code.
The essensys Independent Directors confirm that they intend to recommend
unanimously that essensys Shareholders accept (or procure or instruct
acceptance of) the Cash Offer.
Jon Lee, the only essensys Independent Director who has an interest in
essensys Shares, who is intending to step down from the essensys Board on or
around the Unconditional Date, has irrevocably undertaken to accept (or
procure or instruct acceptance of) the Cash Offer in respect of his own entire
beneficial holding over which he controls the voting rights (and the
beneficial holdings of his connected persons), having taken into account that
the essensys shareholding is in an ISA and a SIPP, the rules of which preclude
holding shares in a private company. Jon Lee's interest amounts to 128,635
essensys Shares representing approximately 0.20 per cent. of the ordinary
share capital of essensys in issue at close of business on the Latest
Practicable Date.
Canaccord Genuity is unable to advise the essensys Independent Directors as to
whether or not the terms of the Alternative Offer are fair and reasonable.
This is because of the significant and variable impact of the advantages and
disadvantages of the Alternative Offer for individual essensys Shareholders
including, in terms of the advantages, amongst other things, the ability to
participate in any future value creation of essensys and, in terms of the
disadvantages, amongst other things, the terms of the New Bidco Shares,
including the fact that they are non-voting, illiquid, and the level of
uncertainty in their future value.
The essensys Independent Directors have reviewed the terms of the Alternative
Offer and acknowledge that it provides an opportunity for essensys
Shareholders to remain interested in essensys in a private company environment
and duly noted the advantages and disadvantages of the Alternative Offer
highlighted in section 5 of this Announcement. However, for the reasons set
out section 6 of this Announcement, the essensys Independent Directors are
unable to form an opinion as to whether or not the terms of the Alternative
Offer are fair and reasonable and are not making any recommendation to
essensys Shareholders as to whether or not they should elect for the
Alternative Offer. essensys Shareholders should have regard to their own
particular circumstances and are encouraged to obtain their own independent
financial advice when deciding whether or not to elect for the Alternative
Offer.
Information on Bidco and the Concert Party
Bidco
Bidco is a private limited company incorporated under the Companies Act on 16
February 2026. Bidco was formed for the purposes of implementing the Offer and
is an entity controlled by Mark Furness. Mark Furness is the founder, previous
chief executive officer and a non-executive director of essensys.
Bidco does not currently have any subsidiaries or subsidiary undertakings. The
sole director of Bidco is Mark Furness. Bidco has not traded since the date of
its incorporation and has not entered into any obligations, other than in
connection with the Offer and the financing of the Offer. Bidco has no
employees and no existing business, nor at the Latest Practicable Date, has
Bidco incurred liabilities nor generated assets save in connection with the
Offer. It is not intended that there will be any material changes to Bidco
aside from the implementation of the Offer and associated financing. With
effect from completion of the Offer, save for such assets and liabilities, the
earnings, assets and liabilities of Bidco will therefore comprise the
consolidated earnings, assets and liabilities of essensys on the completion
date.
The Concert Party
The issued share capital of Bidco at the Latest Practicable Date comprises 100
A Ordinary Shares held by Mark Furness, Terry Leahy and William Currie who,
along with David Leahy, William Currie Investments Ltd and Stephanie Currie,
are each considered to be acting in concert with Bidco and each other for the
purposes of the Offer (the "Concert Party"). The Concert Party's current
shareholdings in essensys are as follows:
Name Number of essensys Shares held Percentage of essensys Shares held (%)
Mark Furness 19,700,000 30.40
William Currie 1 2,356,891 3.64
Terry Leahy 1,622,321 2.50
David Leahy 7,500 0.01
Total 23,686,712 36.55
1 Includes 1,903,482 essensys Shares held by William Currie Investments Ltd,
423,409 essensys Shares held by William Currie and 30,000 essensys Shares held
by Stephanie Currie.
The Concert Party is constituted by Mark Furness, the essensys founder, and
three long standing, experienced investors in essensys and the UK technology
sector. Each member of the Concert Party has entered into a share purchase
agreement with Bidco (the "Bidco SPAs") pursuant to which they have,
conditionally upon the Offer being declared unconditional, agreed to sell
their essensys Shares to Bidco in exchange for the issue of an equivalent
number of B Ordinary Shares in Bidco.
In addition, each of Mark Furness, William Currie and Terry Leahy have,
conditionally upon the Offer being declared unconditional, agreed to subscribe
for additional A Ordinary Shares in Bidco.
Further, each of David Leahy and William Currie have, conditionally upon the
Offer being declared unconditional, committed to make a £450,000 equity
investment into Bidco and have agreed to subscribe for 2,647,058 additional B
Ordinary Shares in Bidco at 17 pence per share in cash.
Assuming full take up of the Alternative Offer (including by those parties
providing irrevocable undertakings and who have confirmed they will elect to
accept the Alternative Offer), the share capital of Bidco following the
Unconditional Date will consist of 10,100 A Ordinary Shares and 71,773,262 B
Ordinary Shares of which 5,294,116 will be New Bidco Shares.
Assuming full take up of the Cash Offer (except by those parties providing
irrevocable undertakings and who have confirmed they will elect to accept the
Alternative Offer), the share capital of Bidco following the Unconditional
Date will consist of 37,334,689 A Ordinary Shares and 34,448,673 B Ordinary
Shares of which 5,294,116 will be New Bidco Shares.
Irrevocable undertakings and letters of intent
In addition to the irrevocable undertaking from Jon Lee and the Bidco SPAs
referred to above, Bidco has received irrevocable undertakings and letters of
intent as follows:
· irrevocable undertakings from each of Barry Clark, Ian ('Bryn')
Sadler, Michael Guest, David Kinnaird, Liam Kavanagh and Michael Grant to
accept (or procure or instruct the acceptance of) the Offer in respect of
their own entire beneficial holdings over which they control the voting rights
(and the beneficial holdings of their connected persons) in each case in
respect of a total of 5,313,167 essensys Shares, representing approximately
8.20 per cent. of the ordinary share capital of essensys in issue at close of
business on the Latest Practicable Date. These essensys Shareholders have
irrevocably undertaken to elect to accept the Alternative Offer;
· irrevocable undertakings from each of Ben Perkins, Oliver Wycherley,
Emmanuel Afful, Shenel (Senel) Unal, Aleksandra Telebak, Brian Kavanagh,
Andrew Debenham, Darren Chadwick, Paul Economides and Alan Pepper to accept
(or procure or instruct the acceptance of the Offer) in respect of their own
entire beneficial holdings over which they control the voting rights (and the
beneficial holdings of their connected persons) in each case in respect of a
total of 1,006,191 essensys Shares, representing approximately 1.55 per cent.
of the ordinary share capital of essensys in issue at close of business on the
Latest Practicable Date.; and
· a letter of intent from Canaccord Genuity Asset Management,
confirming the intention to accept the Offer in each case in respect of a
total of 6,860,000 essensys Shares, representing approximately 10.58 per cent.
of the ordinary share capital of essensys in issue at close of business on the
Latest Practicable Date.
Bidco has therefore received commitments under the Bidco SPAs, and 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
57.08 per cent. of the ordinary share capital of essensys in issue at close of
business on the Latest Practicable Date.
Further details of the irrevocable undertakings and letters of intent received
by Bidco are set out in Appendix III to this Announcement.
Timetable and Conditions
It is intended that the Offer will be implemented by way of a takeover offer
within the meaning of Chapter 3 of Part 28 of the Companies Act (although
Bidco reserves the right to implement the Acquisition by way of a Scheme,
subject to the consent of the Panel).
The Offer will extend to all essensys Shares which are in issue as at the date
of this Announcement and any essensys Shares which may be unconditionally
allotted and/or issued and fully paid (or credited as fully paid) before the
Offer closes (or such earlier date as Bidco may, subject to the Takeover Code,
decide including any such shares allotted or issued pursuant to the exercise
or (where applicable) conversion of share options).
The Offer will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and the full terms of the Offer and the
Conditions will be set out in the Offer Document and, in respect of
certificated essensys Shares, the Form of Acceptance, which will be sent to
essensys Shareholders as soon as practicable and in any event within 28 days
of the date of this Announcement, other than in relation to a Restricted
Jurisdiction.
Subject to the satisfaction or (if permitted) waiver of the Conditions and
further terms set out in Appendix I to this Announcement, it is expected that
the Offer will become or be declared unconditional during the second quarter
of 2026.
Cancellation of admission to trading and re-registration
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.
It is also intended that, following the Offer becoming or being declared
unconditional, and assuming the cancellation of trading of essensys Shares on
AIM, Bidco will procure that essensys is re-registered as a private limited
company.
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.
Commenting on the Acquisition, Jon Lee, Chair of essensys, said:
"essensys has built a leading position supporting the global flexible
workspace sector through its differentiated technology platform and continued
product innovation and the essensys Board remains confident in the essensys
Group's long-term strategic opportunity.
The essensys Independent Directors have considered a range of options for
essensys's future, in particular both the execution risks and capital
requirements associated with delivering the next phase of growth in a public
market environment. We believe that the Cash Offer provides essensys
Shareholders with a certain value today, while also recognising the strategic
merits of the Company operating in a private setting. It is our view that
private ownership will provide essensys with greater flexibility to focus on
long-term strategic priorities, customer delivery and product innovation,
without the short-term pressures and reporting requirements associated with
being admitted to trading on AIM.
We also recognise that with appropriate access to capital and operational
support, essensys can accelerate growth, enhance efficiency and unlock further
value creation. Accordingly, the essensys Independent Directors consider the
terms of the Acquisition to be fair and reasonable and recommend that essensys
Shareholders accept the Cash Offer."
Commenting on the Acquisition, Mark Furness of Bidco, said:
"I founded essensys almost 20 years ago and remain its largest shareholder. In
recent years, we have undertaken significant work to reshape the business -
strengthening our digital experience capabilities, deepening relationships
with blue-chip global customers and materially improving our cost base and
operational discipline. essensys Platform has been repositioned to meet
evolving market needs, and elumo, following a long and complex development
journey, is now at the beginning of its commercial rollout.
However, trading volatility and continued weakness in the Company's share
price mean that, in my view, essensys cannot sustainably continue as a quoted
company in its current form. The costs, constraints and short-term pressures
associated with a public quotation are increasingly disproportionate to the
Company's scale and to the investment required to realise the opportunity
ahead.
I believe essensys now needs to operate as a private company with greater
agility, a lower structural cost base and a longer-term horizon. Together with
other longstanding investors, we are providing additional capital to
strengthen the balance sheet and support this transition. This offer provides
essensys Shareholders with the opportunity either to realise their investment
in cash or to elect for the share alternative and continue the journey with us
in a more stable, private company environment."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including its Appendices.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to the full terms and conditions which
will be set out in the Offer Document. Appendix II to this Announcement
contains the sources of information and bases of calculations of certain
information contained in this summary and this Announcement, Appendix III
contains a summary of the irrevocable undertakings received in relation to
this Acquisition and Appendix IV contains definitions of certain expressions
used in this summary and in this Announcement.
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 / Lukas Heinze / Filipe Pereira
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, 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 shall be 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 shall contain 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.
Bidco will prepare the Offer Document and the Form of Acceptance (in respect
of certificated essensys Shares) to be distributed to essensys Shareholders
(other than essensys Shareholders in Restricted Jurisdictions). essensys and
Bidco urge essensys Shareholders to read the Offer Document and the Form of
Acceptance (in respect of certificated essensys Shares) when they become
available because they will contain important information relating to the
Acquisition.
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.
Overseas Shareholders should inform themselves of, and observe, any applicable
requirements. 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. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
such Takeover Offer may not be made available directly or indirectly, into or
from or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The Acquisition shall be 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 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 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 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 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 Offer by a US holder as consideration for
the transfer of its essensys Shares pursuant to the Offer will likely be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each US holder of
essensys Shares is urged to consult their independent legal, tax and financial
advisers regarding the tax consequences of the Offer applicable to them,
including for US federal income tax purposes and under applicable US state and
local, as well as overseas and other, tax laws.
Forward looking statements
This Announcement (including information incorporated by reference in the
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and essensys contain certain statements,
beliefs or opinions, with respect to the financial condition, results of
operations and business of Bidco and essensys which are or may be deemed to be
"forward looking statements". These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "envisage", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. These statements are based on
assumptions and assessments made by essensys, and/or Bidco, in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty, because they
relate to events and depend on circumstances that will occur in the future and
the factors described in the context of such forward-looking statements in
this Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given by
essensys and Bidco that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Nothing in this Announcement is intended to constitute a
representation or warranty, express or implied, by Bidco, essensys, or any of
their respective affiliates, directors, officers, employees, agents or
advisers, as to its accuracy or completeness. All subsequent oral or written
forward-looking statements attributable to any member of the Bidco Group or
essensys Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above. Neither essensys nor Bidco assumes any obligation
and essensys and Bidco disclaim any intention or obligation, to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by the Panel,
the London Stock Exchange, the AIM Rules or any other applicable law and/or
regulation.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for essensys for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for essensys.
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
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published by Rule 26 of the Takeover Code
shall be made available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on essensys's website at
https://www.essensys.tech (https://essensys.tech/) , in each case 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.
You may also request that all future documents, announcements and information
to be sent to you 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 0345 607
6838 (from within the UK) or +44 371 384 2307 (from outside the UK) between
9.00 a.m. and 5.00 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you 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.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 February 2026
RECOMMENDED CASH OFFER
for
essensys plc ("essensys")
by
essensys Bidco Limited ("Bidco")
(a newly incorporated company)
1. Introduction
The board of directors of Bidco and the essensys Independent Directors are
pleased to announce that they have agreed the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
essensys by Bidco (other than those essensys Shares held or contracted to be
acquired by or on behalf of Bidco).
Bidco is a recently incorporated company formed specifically for the purpose
of making the Offer and is backed by Mark Furness and other members of the
Concert Party. Further details on the Concert Party and Bidco, respectively,
are set out in paragraphs 3 and 9 below.
2. The Acquisition
The Acquisition is intended to be to be implemented by way of a takeover offer
within the meaning of Chapter 3 of Part 28 of the Companies Act (the "Offer")
although Bidco reserves the right to implement the Offer by way of a Scheme,
subject to the consent of the Panel.
Cash Offer
Under the terms of the Cash Offer, which is subject to the Conditions and
further terms set out in Appendix I to this Announcement, in the Offer
Document and, in respect of certificated essensys Shares, the Form of
Acceptance, each essensys Shareholder shall be entitled to receive:
17 pence in cash for each essensys Share held (the "Cash Offer")
The Cash Offer values the entire issued and to be issued ordinary share
capital of essensys at approximately £11.3 million. The Offer Price
represents:
· a premium of approximately 9.7 per cent. to the Closing Price per
essensys Share of 15.5 pence on 27 November 2025 (being the last Business day
prior to the commencement of the Offer Period);
· a premium of approximately 11.3 per cent. to the volume weighted
average price per essensys Share of 15.3 pence for the one-month period ended
27 November 2025 (being the last Business Day prior to the commencement of the
Offer Period); and
· a premium of approximately 2.8 per cent. to the volume weighted
average price per essensys Share of 16.5 pence for the three-month period
ended on 23 February 2026 (being the last Business Day prior to the
Announcement (the "Latest Practicable Date")).
In considering the financial terms of the Cash Offer and determining whether
the Cash Offer reflects an appropriate valuation of essensys and its future
prospects, the essensys Independent Directors have taken into account a number
of factors including that the Cash Offer represents:
· a level of certainty and acceleration of delivering value to
essensys Shareholders weighed against the essensys Independent Directors'
internal valuation of the business net of inherent significant business
execution risks underpinning the delivery of future value; and
· a premium to the essensys Closing Price immediately prior to the
commencement of the Offer Period whilst also providing essensys Shareholders
with certainty of value in cash.
Alternative Offer
As an alternative to the Cash Offer, accepting essensys Shareholders (other
than essensys Shareholders resident or located in a Restricted Jurisdiction)
may elect to receive one New Bidco Share for each essensys Share held (the
"Alternative Offer"). The New Bidco Shares will be issued within 14 days of
the Unconditional Date. The New Bidco Shares do not carry any voting rights.
An estimate of the value of the New Bidco Shares and the Alternative Offer
will be included in the Offer Document. The issue of any New Bidco Shares is
conditional upon the Offer becoming unconditional.
Further information can be found on the Alternative Offer below.
Dividends and/or distributions and/or other returns of capital
If, on or after the date of this Announcement, and prior to the Unconditional Date, any dividend and/or other distribution and/or return of capital is announced, declared, made or paid or becomes payable in respect of essensys Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Offer for essensys Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Offer Document to the Cash Consideration payable under the terms of the Offer will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, the relevant essensys Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or return of capital.
Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Offer.
For the further avoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect of those underlying vested shares are not to be construed as a dividend, distribution or return of capital for the purposes of this paragraph.
It is expected that the Offer Document and the Form of Acceptance will be
published and sent to essensys Shareholders (other than essensys Shareholders
in Restricted Jurisdictions) as soon as reasonably practicable and, in any
event, within 28 days of the date of this Announcement (unless essensys and
Bidco otherwise agree, and the Panel consents). It is expected that, subject
to the satisfaction of all relevant Conditions, the Offer will become
unconditional during the second quarter of 2026.
3. Concert Party
Since co-founding essensys in 2006, Mark Furness has maintained his position
as the largest shareholder and has led the development of the business as
chief executive officer and executive director until May 2025 and, since May
2025, as a non-executive director.
William Currie, Terry Leahy and David Leahy have been longstanding investors
in essensys and active investors in the UK software and technology-enabled
services market.
These individuals (and their close relatives) are each considered to be acting
in concert with Bidco and each other for the purposes of the Offer (the
"Concert Party").
4. Background to and reasons for the Acquisition
Mark Furness and the Concert Party believe that essensys is addressing a major
shift in commercial real estate as landlords adapt to hybrid working and
rising tenant expectations for flexible, tech-enabled space. They believe that
essensys has built a strong position in this market with the established
essensys Platform and, with the recent launch of elumo, is well placed to
capture additional market share.
After observing recent share price performance and capital market trends, the
Concert Party believes that essensys would benefit from private ownership.
Operating as a private company, the Concert Party believes that essensys would
be well-positioned to focus on long-term strategic goals, customer needs and
employee concerns without the demands and reporting requirements associated
with a public quotation. Furthermore, the Concert Party believes that through
a lower financial and administrative burden and improved access to capital,
essensys will be able to accelerate and unlock significant growth, innovation
and value creation whilst enhancing operational efficiency.
As long-standing shareholders and investors in essensys and the UK technology
sector, the Concert Party believes that they, through Bidco, will be valuable
partners for essensys in the next stage of its development. In particular, the
Concert Party would provide essensys with important strategic, operational,
and capital resources to support the business as it works to deliver greater
impact for customers and sustainable, long term value creation for all
stakeholders.
5. Information on the Alternative Offer
The consideration under the Alternative Offer will comprise New Bidco Shares.
Kroll will provide an independent estimate of value of the New Bidco Shares
and the Alternative Offer, together with the assumptions forming the basis of
its estimate of value, in a letter to be included in the Offer Document.
Assuming full take up of the Alternative Offer (including by those parties
providing irrevocable undertakings and who have confirmed they will elect to
accept the Alternative Offer), the share capital of Bidco following the
Unconditional Date will consist of 10,100 A Ordinary Shares (owned by Mark
Furness, Terry Leahy and William Currie) and 71,773,262 B Ordinary Shares of
which 5,294,116 will be New Bidco Shares.
Assuming full take up of the Cash Offer (except by those parties providing
irrevocable undertakings and who have confirmed they will elect to accept the
Alternative Offer), the share capital of Bidco following the Unconditional
Date will consist of 37,334,689 A Ordinary Shares (owned by Mark Furness,
Terry Leahy and William Currie) and 34,448,673 B Ordinary Shares of which
5,294,116 will be New Bidco Shares.
The rights attaching to the A Ordinary Shares and the B Ordinary shares are as
follows
· Voting and control: A Ordinary Shares carry voting rights; the B
Ordinary Shares are non-voting;
· Economic rights: the A Ordinary Shares and B Ordinary Shares rank
pari passu in respect of rights to dividends, distributions and proceeds on a
sale/winding-up/liquidation;
· Governance, variation and information rights:
o the holder of A Ordinary Shares holding the largest proportion of A
Ordinary Shares in issue from time to time (expected to be Mark Furness) may
appoint himself as the 'Majority Shareholder Director' and appoint up to two
additional directors. The remaining holders of A Ordinary Shares may appoint
up to two directors;
o with regards to board of director voting powers, the Majority Shareholder
Director holds such number of votes as is equal to all other directors
combined plus one additional vote, which ensures control of any board
resolution requiring a simple majority;
o holders of B Ordinary Shares have no right to appoint directors to the
board of Bidco;
o no amendments to the Bidco Articles adversely affecting A Ordinary Shares
and/or B Ordinary Shares may be made without the unanimous consent of the
holders of A Ordinary Shares;
o neither class of shares have information rights additional to those set
out at law;
· Future shares issues and pre-emption rights: unless agreed
unanimously by the holders of A Ordinary Shares, on any new issue of shares,
holders of A Ordinary Shares and of B Ordinary Shares may subscribe on a pari
passu basis in respect of their current class of share;
· Transfers and exits:
o any proposed transfer of A Ordinary Shares to a third party (with Bidco
board consent) will first be offered to the remaining holders of A Ordinary
Shares;
o any proposed transfer of B Ordinary Shares to a third party (with Bidco
board consent) will first be offered to holders of A Ordinary Shares and then
the remaining holders of B Ordinary Shares;
o both A Ordinary Shares and B Ordinary Shares shall only be transferrable:
(i) to customary permitted transferees; or (ii) with Bidco board approval,
subject to a pre‑emption process;
· Drag along rights: both A Ordinary Shares and B Ordinary Shares
are subject to drag-along rights. Accordingly, holders of B Ordinary Shares
may be required to sell their shares if holders of at least 75 per cent. of
the shares in Bidco transfer all of their interests; and
· Tag along rights: tag along rights apply to both A Ordinary
Shares and B Ordinary Shares where a transfer results in a purchaser acquiring
at least 75 per cent. of the shares in Bidco, giving holders of B Ordinary
Shares the right to participate in the sale.
The issue of any New Bidco Shares pursuant to the Alternative Offer will be
conditional upon the Offer becoming unconditional. Full details of the
Alternative Offer will be contained in the Offer Document. The Alternative
Offer is not being offered to persons located in or for the account or benefit
of any person located in a Restricted Jurisdiction.
The New Bidco Shares will be unquoted and will represent an investment in a
company majority owned and controlled by Mark Furness. They will not be
admitted to trading on any stock exchange and they will therefore be illiquid.
The New Bidco Shares will also be subject to certain obligations, including
drag-along rights.
In considering the terms of the Alternative Offer, the essensys Independent
Directors and Canaccord Genuity Limited ("Canaccord Genuity") have considered
the disadvantages and advantages of electing for the Alternative Offer,
outlined below:
Disadvantages of electing for the Alternative Offer
· unlike essensys Shares, the New Bidco Shares will not be listed
or admitted to trading on AIM or any other regulated exchange, multilateral
trading facility or exchange;
· the issuer of the New Bidco Shares will not be subject to the AIM
Rules, the Takeover Code or the UK Corporate Governance Code or any similar
rules or regulations applying to companies with securities admitted to or
traded on a regulated market, multilateral trading facility or exchange;
· further issues of shares in Bidco may be necessary and may have a
dilutive effect on essensys Shareholders who elected for the Alternative
Offer;
· New Bidco Shares will be subordinated to facilities entered into
by Bidco in relation to the financing of the Cash Offer;
· New Bidco Shares are:
o subject to drag-along rights and holders of New Bidco Shares who elect for
the Alternative Offer may therefore be required to sell their New Bidco Shares
at any time; and
o of uncertain value and there can be no assurance that they will be capable
of being sold in the future;
· no dividends or other distributions are currently contemplated in
respect of the New Bidco Shares;
· upon the Offer becoming unconditional, Bidco will be controlled
by Mark Furness and holders of New Bidco Shares (which do not carry any
general voting rights at general meetings of Bidco) will therefore have no
influence over decisions made by Bidco in relation to its investment in
essensys or in any other business; and
· essensys Shareholders will be able to elect for the Alternative
Offer only in relation to their entire holding of essensys Shares and not part
only.
Advantages of electing for the Alternative Offer
· the Alternative Offer allows essensys Shareholders to invest
directly into essensys, providing continued economic exposure;
· the Alternative Offer allows essensys Shareholders to participate
in future value creation and may ultimately deliver greater value than the
Offer (although this cannot be guaranteed); and
· the New Bidco Shares will rank economically pari passu with Mark
Furness's shares in Bidco and will carry a pro rata entitlement to any
dividends, distributions and returns of capital.
Canaccord Genuity is unable to advise the essensys Independent Directors as to
whether or not the terms of the Alternative Offer are fair and reasonable.
This is because of the significant and variable impact of the disadvantages
and advantages of the Alternative Offer for individual essensys Shareholders,
including, in terms of the advantages, amongst other things, the ability to
participate in the future value creation of essensys and, in terms of the
disadvantages, amongst other things, the terms of the New Bidco Shares
including the fact that they are non-voting illiquid and the level of
uncertainty in their future value.
In accordance with Rule 24.11 of the Takeover Code, an estimate of value of
the New Bidco Shares prepared by Kroll will be included in the Offer Document.
The essensys Independent Directors have also reviewed the terms of the
Alternative Offer and acknowledge that it provides an opportunity for essensys
Shareholders to remain interested in essensys in a private company
environment. However, the essensys Independent Directors are unable to form an
opinion as to whether or not the terms of the Alternative Offer are fair and
reasonable and are not making any recommendation to essensys Shareholders as
to whether or not they should elect for the Alternative Offer.
essensys Shareholders should carefully consider the details provided in
respect of the advantages and disadvantages of the Alternative Offer that are
set out above. In addition, essensys Shareholders are also strongly advised to
seek their own independent financial, tax and legal advice in light of their
own personal financial circumstances and investment objectives before electing
for the Alternative Offer.
6. Recommendation by the essensys Independent Directors
The essensys Board has formed an independent committee comprising the essensys
Independent Directors to consider the Acquisition and determine on behalf of
the essensys Board whether to recommend essensys Shareholders to accept the
Cash Offer and the Alternative Offer. The essensys Independent Directors
comprise all of the essensys Directors other than Mark Furness, who is deemed
to have a conflict of interest through being a controlling shareholder of
Bidco.
The essensys Independent Directors, who have been so advised by Canaccord
Genuity as to the financial terms of the Cash Offer, consider the terms of the
Cash Offer to be fair and reasonable. In providing their advice to the
essensys Independent Directors, Canaccord Genuity has taken into account the
commercial assessments of the essensys Independent Directors. Canaccord
Genuity is providing independent financial advice to the essensys Independent
Directors for the purposes of Rule 3 of the Takeover Code.
The essensys Independent Directors confirm that they intend to recommend
unanimously that essensys Shareholders accept (or procure or instruct
acceptance of) the Cash Offer.
Jon Lee, the only essensys Independent Director to hold an interest in
essensys Shares, who is intending to step down from the essensys Board on or
around the Unconditional Date, has irrevocably undertaken to accept (or
procure or instruct acceptance of) the Cash Offer in respect of his own entire
beneficial holding over which he controls the voting rights (and the
beneficial holding of his connected persons), having taken into account that
the essensys shareholding is held in an ISA and a SIPP, the rules of which
preclude holding shares in a private company. Jon Lee's interest amounts to
128,635 essensys Shares representing, approximately 0.20 per cent. of the
ordinary share capital of essensys in issue at close of business on the Latest
Practicable Date.
Canaccord Genuity is unable to advise the essensys Independent Directors as to
whether or not the terms of the Alternative Offer are fair and reasonable.
This is because of the significant and variable impact of the advantages and
disadvantages of the Alternative Offer for individual essensys Shareholders
including, in terms of the advantages, amongst other things, the ability to
participate in any future value creation of essensys and, in terms of the
disadvantages, amongst other things, the terms of the New Bidco Shares,
including the fact that they are non-voting, illiquid, and the level of
uncertainty in their future value.
The essensys Independent Directors have reviewed the terms of the Alternative
Offer and acknowledge that it provides an opportunity for essensys
Shareholders to remain interested in essensys in a private company environment
and duly noted the advantages and disadvantages of the Alternative Offer
highlighted in section 5 of this Announcement. However, the essensys
Independent Directors are unable to form an opinion as to whether or not the
terms of the Alternative Offer are fair and reasonable and are not making any
recommendation to essensys Shareholders as to whether or not they should elect
for the Alternative Offer. essensys Shareholders should have regard to their
own particular circumstances and are encouraged to obtain their own
independent financial advice when deciding whether or not to elect for the
Alternative Offer.
7. Background to and reasons for the recommendation from the
essensys Independent Directors
The essensys Independent Directors have carefully evaluated the Cash Offer
based on the interests of essensys, essensys's Shareholders and essensys's
wider stakeholders, including its employees and customers. The essensys
Independent Directors have taken into consideration a range of factors in
coming to their decision to intend to recommend the Cash Offer.
essensys was admitted to trading on AIM on 29 May 2019. In recent years, and
particularly since the Covid-19 pandemic, market conditions have been
challenging for the global office sector, resulting in a cautious occupier
market, the elongation of sales cycles and lower capex budgets. This has not
helped the launch of the elumo platform where, to date, adoption rates have
been lower than expected. As a result of the challenging market, essensys has
had to restructure its cost base several times, the most recent of which was
in late 2025.
The essensys Independent Directors recognise that essensys has had to
significantly reposition the business since its initial public offering,
including the development and launch of new products (e.g. essensys Platform
and elumo), the migration of customers onto the new essensys Platform and the
decommissioning of 10 data centres in order to migrate the business to a lower
cost and more efficient operating model.
The savings from some of these changes have been significant, however, the
impact of market conditions on sales and, consequently, revenue growth has
remained a fundamental challenge. essensys has witnessed churn in 2024 from
its then largest customer and suffered a further customer loss in November
2025 which represented £0.9 million in total annual recurring revenues. It
has also witnessed further churn in its non-strategic customers following a
decision to focus on higher value strategic customers.
As a result, the essensys Group's recent financial results have been
challenging. essensys's revenues increased from £16.4 million for the 12
month period ended 31 July 2018 to a peak of £25.3 million for the 12 month
period ended 31 July 2023 before declining to £19.2 million for the 12 month
period ended 31 July 2025 ("FY25"). Following a period of significant
investment, resulting in the reporting of EBITDA losses for the 12 month
period ended 31 July 2022 to, and including, the 12 month period ended 31 July
2024, essensys has reported a marginal return to positive Adjusted EBITDA of
£1.3 million in FY25.
However, the essensys Group's cash position has continued to reduce from £3.1
million as at 31 July 2024 to £1.8 million as at 31 July 2025 and to £0.9
million as at 31 January 2026, as essensys has continued to consume cash.
The essensys Independent Directors are cognisant of the significant risks and
uncertainties inherent in successfully implementing, and delivering against,
management's strategic plan, including securing new customers, delivering
significant elumo sales and restoring sustainable positive cash flow
generation. The essensys Independent Directors note essensys's current cash
position and that it remains in ongoing discussions to secure a debt facility
to provide additional cash headroom to support essensys.
The essensys Independent Directors believe that the Acquisition will provide
the essensys Group with improved access to capital, remove public company
costs, provide a more stable platform for staff and ultimately create a
stronger platform to achieve the essensys Group's growth aspirations.
The essensys Independent Directors note that Mark Furness holds approximately
30.40 per cent. of essensys's issued ordinary share capital at close of
business at the Latest Practicable Date and that with other members of the
Concert Party, they together hold 36.55 per cent. of essensys's issued
ordinary share capital at close of business at the Latest Practicable Date. In
addition, Bidco has obtained irrevocable undertakings or letters of intent to
accept the Offer, whether it be the Cash Offer or the Alternative Offer, from
essensys Shareholders representing, in aggregate, 19.68 per cent. of
essensys's issued ordinary share capital at close of business at the Latest
Practicable Date. Given the level of support for the Offer, the essensys
Independent Directors consider that it is in the interests of all essensys
Shareholders to be given the opportunity to consider the merits of the Offer.
Finally, the essensys Independent Directors note that, absent the disclosure
of the possible offer from Bidco on 28 November 2025 by essensys, it is likely
that essensys's share price would have fallen materially below 15.5 pence per
share, being the Closing Price on 27 November 2025, in light of the essensys
Board also announcing that FY26 results would be materially below their
previous expectations.
The Offer Price reflects a premium to the essensys Closing Price immediately
prior to the commencement of the Offer Period and, in the essensys Independent
Directors view, represents a level of value that is unlikely to be achieved in
the short to medium term under current market conditions.
The Offer Price of 17 pence per essensys Share represents:
· a premium of approximately 9.7 per cent. to the Closing Price per
essensys Share of 15.5 pence on 27 November 2025 (being the last Business day
prior to the commencement of the Offer Period);
· a premium of approximately 11.3 per cent. to the volume weighted
average price per essensys Share of 15.3 pence for the one-month period ended
27 November 2025 (being the last Business Day prior to the commencement of the
Offer Period); and
· a premium of approximately 2.8 per cent. to the volume weighted
average price per essensys Share of 16.5 pence for the three-month period
ended on the Latest Practicable Date.
Against this background, the essensys Independent Directors believe that the
Cash Offer:
· will facilitate clear strategic and operational benefits for
essensys's internal and external stakeholders, including the employees and
customers of essensys;
· provides a fair and reasonable value and a certain exit
opportunity for essensys Shareholders; and
· provides essensys Shareholders with the opportunity to realise
their investment for cash, with an immediate and certain value in cash
relative to the execution risks inherent in delivering essensys's strategic
plan over the short to medium term.
8. Current trading and prospects of essensys
On 6 January 2026, essensys released its final results for FY25 which included
an update on trading, based on unaudited management accounts, to date for the
12 month period ended 31 July 2026 ("FY26"). The FY26 update confirmed that
(i) revenue for the first quarter of FY26 amounted to £4.1 million, which was
broadly in line with management expectations, and primarily driven by essensys
Platform, and (ii) FY26 performance overall was anticipated to be materially
below management expectations due to the volatile macroeconomic environment
leading to elongated sales cycles and slower than anticipated adoption rates
for elumo.
essensys also confirmed that one of its customers did not renew its essensys
Platform contract, which represented total annual recurring revenues of £0.9
million, and the current contract concluded at the end of December 2025.
Trading has continued to be challenging in the second quarter of FY26 and
elumo sales remain at low levels.
The further restructuring of the business around the specific needs of the
essensys Group's two core products has been completed, resulting in 19
employees leaving the business, leaving a total of 61 employees in the
essensys Group.
The annual recurring revenue for essensys at 31 January 2026 was £12.7
million, this was £2.3 million lower than the annual recurring revenue at 31
July 2025 of £15.0 million. This reflected the impact of churn and lower
level of new customer wins. Cash as at 31 January 2026 was £0.9 million (31
July 2025: £1.8 million) reflecting the impact of lower sales and the
restructuring of the business.
The essensys Group is closely managing its working capital position.
Discussions remain ongoing to secure a debt facility, in order to optimise the
essensys Group's capital structure and ensure that essensys has the capacity
to support its business plan.
9. Information on Bidco and the Concert Party
Bidco
Bidco is a private limited company incorporated under the Companies Act on 16
February 2026. Bidco was formed for the purposes of implementing the Offer and
is an entity controlled by Mark Furness. Mark Furness is the founder, previous
chief executive officer and a non-executive director of essensys.
Bidco does not currently have any subsidiaries or subsidiary undertakings. The
sole director of Bidco is Mark Furness. Bidco has not traded since the date of
its incorporation and has not entered into any obligations, other than in
connection with the Offer and the financing of the Offer. Bidco has no
employees and no existing business, nor at the Latest Practicable Date, has
Bidco incurred liabilities nor generated assets save in connection with the
Offer. It is not intended that there will be any material changes to Bidco
aside from the implementation of the Offer and associated financing. With
effect from completion of the Offer, save for such assets and liabilities, the
earnings, assets and liabilities of Bidco will therefore comprise the
consolidated earnings, assets and liabilities of essensys on the completion
date.
The Concert Party
The issued share capital of Bidco at the Latest Practicable Date comprises 100
A Ordinary Shares held by Mark Furness, Terry Leahy and William Currie who,
along with David Leahy, William Currie Investments Ltd and Stephanie Currie,
are each considered to be acting in concert with Bidco and each other for the
purposes of the Offer (the "Concert Party"). The Concert Party's current
shareholdings in essensys are as follows:
Name Number of essensys Shares held Percentage of essensys Shares held (%)
Mark Furness 19,700,000 30.40
William Currie 1 2,356,891 3.64
Terry Leahy 1,622,321 2.50
David Leahy 7,500 0.01
Total 23,686,712 36.55
1 Includes 1,903,482 essensys Shares held by William Currie Investments Ltd,
423,409 essensys Shares held by William Currie and 30,000 essensys Shares held
by Stephanie Currie.
The Concert Party is constituted by Mark Furness, the essensys founder, and
three long standing, experienced investors in essensys and the UK technology
sector.
Each member of the Concert Party has entered into a share purchase agreement
with Bidco (the "Bidco SPAs") pursuant to which they have, conditionally upon
the Offer being declared unconditional, agreed to sell their essensys Shares
to Bidco in exchange for the issue of an equivalent number of B Ordinary
Shares in Bidco.
In addition, each of Mark Furness, William Currie and Terry Leahy have,
conditionally upon the Offer being declared unconditional, agreed to subscribe
for additional A Ordinary Shares in Bidco.
Further, each of David Leahy and William Currie have, conditionally upon the
Offer being declared unconditional, committed to make a £450,000 equity
investment into Bidco and have agreed to subscribe for 2,647,058 additional B
Ordinary Shares in Bidco at 17 pence per share in cash.
Assuming full take up of the Alternative Offer (including by those parties
providing irrevocable undertakings and who have confirmed they will elect to
accept the Alternative Offer), the share capital of Bidco following the
Unconditional Date will consist of 10,100 A Ordinary Shares and 71,773,262 B
Ordinary Shares of which 5,294,116 will be New Bidco Shares.
Assuming full take up of the Cash Offer (except by those parties providing
irrevocable undertakings and who have confirmed they will elect to accept the
Alternative Offer), the share capital of Bidco following the Unconditional
Date will consist of 37,334,689 A Ordinary Shares and 34,448,673 B Ordinary
Shares of which 5,294,116 will be New Bidco Shares.
10. Irrevocable undertakings and letters of intent
In addition to the irrevocable undertaking from Jon Lee and the Bidco SPAs
referred to above, Bidco has received irrevocable undertakings and letters of
intent as follows:
(i) irrevocable undertakings from each of Barry Clark, Ian ('Bryn')
Sadler, Michael Guest, David Kinnaird, Liam Kavanagh and Michael Grant to
accept (or procure or instruct the acceptance of) the Offer in respect of
their own entire beneficial holdings over which they control the voting rights
(and the beneficial holdings of their connected persons) in each case in
respect of a total of 5,313,167 essensys Shares, representing approximately
8.20 per cent. of the ordinary share capital of essensys in issue at close of
business on the Latest Practicable Date. These shareholders have irrevocably
undertaken to elect to accept the Alternative Offer;
(ii) irrevocable undertakings from each of Ben Perkins, Oliver Wycherley,
Emmanuel Afful, Shenel (Senel) Unal, Aleksandra Telebak, Brian Kavanagh,
Andrew Debenham, Darren Chadwick, Paul Economides and Alan Pepper to accept
(or procure or instruct the acceptance of the Offer) in respect of their own
entire beneficial holdings over which they control the voting rights (and the
beneficial holdings of their connected persons) in each case in respect of a
total of 1,006,191 essensys Shares, representing approximately 1.55 per cent.
of the ordinary share capital of essensys in issue at close of business on the
Latest Practicable Date; and
(iii) a letter of intent from Canaccord Genuity Asset Management, confirming
the intention to accept the Offer in each case in respect of a total of
6,860,000 essensys Shares, representing approximately 10.58 per cent. of the
ordinary share capital of essensys in issue at close of business on the Latest
Practicable Date.
Bidco has therefore received commitments under the Bidco SPAs, and 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
57.08 per cent. of the ordinary share capital of essensys in issue at close of
business on the Latest Practicable Date.
Further details of the irrevocable undertakings and letters of intent received
by Bidco are set out in Appendix III to this Announcement.
11. Information on essensys
Founded in 2006 and admitted to trading on AIM since 2019, essensys is a
provider of software and technology to landlords and flexible workspace
operators who use essensys's software and technology to manage and run their
workspaces. Under new leadership in the last 12 months, essensys has
simplified its go-to-market strategy around two core offerings: essensys
Platform and elumo.
The essensys Platform is a software-as-a-service solution that delivers
enterprise grade wi-fi seamlessly across portfolios of multi-tenant
workspaces, while at the same time providing data insights to optimise
performance. The essensys Group's latest offering elumo, launched in March
2025, provides customers with a new way to manage and monetise bookable
flexible workspaces. The integrated bookings and access solution aims to
transform meeting rooms and shared spaces into revenue generating assets. The
essensys offerings have been designed and developed to help solve the complex
operational challenges faced by multi-site flexible workspace operators as
they grow and scale their operations.
essensys operates across four locations (London, New York, Sydney, and
Amsterdam), servicing customers across the UK, Europe, North America and
Asia-Pacific.
12. essensys PDMR Share Options
Further to the announcement released by essensys on 11 February 2025, essensys
granted a total of 1,855,000 options (the "essensys PDMR Share Options") over
essensys Shares under the essensys Share Option Plan to the following essensys
Directors and persons discharging managerial responsibilities:
Name of essensys PDMR Number of essensys Options
Mark Furness 700,000
James Lowery 500,000
Greg Price 300,000
James Shannon 355,000
Total 1,855,000
Following careful consideration, the remuneration committee of essensys (the
"essensys Remuneration Committee") has concluded that the cash performance
target for the period ending 31 July 2026 is unlikely to be achieved and,
therefore, the essensys PDMR Share Options are unlikely to vest.
Accordingly, the essensys Remuneration Committee has decided not to accelerate
the vesting of the essensys PDMR Share Options in the event that the Offer is
declared unconditional.
13. Directors, employees, pensions, research and development and
locations
Bidco's strategic plans for essensys
Bidco believes that essensys is a leading global provider of software and
technology for flexible, digitally-enabled buildings, spaces and portfolios.
However, it believes that in order to maximise essensys's future potential, it
will be better suited to a private company environment where, with Bidco's
close support and assistance, management will be able to concentrate on the
more efficient delivery of its medium term business plan, within a simplified
corporate structure, free from the requirement to meet the public equity
market's shorter term expectations.
Mark Furness co-founded essensys in 2006 and has led the business and spent a
significant amount of time with essensys's executive team. This has enabled
him to evaluate the long term strategic and operational plans that the
executive team has for essensys.
Employees and executive team
Bidco does not intend to make any material changes to the continued employment
of essensys employees or the balance of skills and functions of essensys
employees and management. It is expected that the current executive and
non-executive essensys Directors will resign from the essensys Board and be
replaced by directors appointed by Bidco on or shortly following the
Unconditional Date, and once the admission of essensys Shares to trading on
AIM is cancelled and essensys has re-registered as a private limited company.
Existing employment rights and pensions
Bidco believes that the expertise and experience of essensys's employees are a
key factor in its ongoing success.
Accordingly, following completion of the Acquisition, Bidco intends that the
existing contractual and statutory employment rights of all essensys's
management team and employees, including with regard to pensions, will be
fully safeguarded in accordance with applicable law.
Bidco does not intend to make any material changes to the conditions of
employment or the balance of skills and functions of essensys's employees as a
result of the Acquisition.
Following completion of the Acquisition, Bidco does not intend to make any
changes with regard to the agreed employer contributions into essensys's
existing pension scheme(s).
Bidco does not intend to make any change to the terms and conditions of
essensys's pension schemes and intends for the employer to continue making
contributions in line with the current arrangements.
Management incentive arrangements
Bidco has not entered into, and has not had any discussions on proposals to
enter into, any form of incentive arrangements with members of essensys's
management. Bidco intends to put in place appropriate long-term incentive
arrangements for essensys's executive team following the completion of the
Acquisition.
Share option schemes
Bidco will also make in due course appropriate proposals to participants of
the essensys Share Options Plan regarding the effect of the Offer on their
rights under the respective schemes and provide them with further details
concerning the proposals which will be made to them in due course in
accordance with Rule 15 of the Takeover Code. Details will be set out in
separate letters to be sent to participants in the essensys Share Option Plan.
Headquarters, locations, fixed assets and research and development
Bidco does not intend to undertake any material restructurings or change in
the locations of essensys's fixed assets or places of business beyond the
ordinary course. Bidco does not intend to change the location or functions of
essensys's headquarters in London.
Bidco does not intend to make any changes to essensys's research and
development function, except for potential investments to strengthen these
capabilities.
Trading facilities
essensys Shares are currently admitted to trading on the AIM market of the
London Stock Exchange. As set out in paragraph 18, a request will be made to
the London Stock Exchange to cancel the trading of essensys Shares on AIM.
Post-offer undertakings
None of the statements in this paragraph 13 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
View of the essensys Independent Directors
In addition to the financial terms of the Cash Offer, the essensys Independent
Directors have, in considering the Cash Offer, given due care and
consideration to Bidco's intentions for essensys's business with respect to
its strategy and future operations, its employees and other stakeholders as
stated above.
The essensys Independent Directors note the importance that Bidco attributes
to the knowledge, skills and experience of essensys's management and
employees, who will continue to be fundamental to the essensys's long-term
success. Specifically, the essensys Independent Directors welcome Bidco's
assurances that it has no intention to make any material changes either to the
headcount, or terms and conditions of employment, or in the balance of the
skills and functions of the management and employees of essensys, nor to its
existing headquarters location or headquarters functions.
14. Financing Arrangements
The Cash Consideration payable by Bidco pursuant to the Offer will be funded
by way of debt commitments to be made available to Bidco under the Facility
Agreement, pursuant to which a £10,000,000 secured term loan is available to
Bidco to fund the Acquisition (and to pay the costs and expenses (other than
periodic fees) incurred in connection therewith), and the general working
capital of Bidco and its subsidiaries.
In connection with the Facility Agreement, Bidco will also grant GL 2024
Limited a warrant pursuant to which it shall be entitled to purchase any class
of shares except A Ordinary Shares in Bidco up to an equivalent of 1.93% of
the enlarged share capital of Bidco post-completion of the Acquisition.
In accordance with Rule 2.7(d) of the Takeover Code, Kroll, as financial
adviser to Bidco, is satisfied that sufficient resources are available to
Bidco to satisfy in full the Cash Consideration payable to essensys
Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Offer Document.
15. Offer-related Arrangements
Confidentiality Agreement
Mark Furness and essensys entered into a confidentiality agreement on 28
November 2025 (the "Confidentiality Agreement") pursuant to which Mark Furness
has undertaken to keep confidential certain information related to the
Acquisition and to essensys and not to disclose it to third parties (other
than to authorised recipients) unless required by law or regulation.
Under the terms of the Confidentiality Agreement, Mark Furness has also agreed
to (i) customary non-solicitation provisions (subject to essensys's consent or
waiver); and (ii) customary standstill provisions pursuant to which it has
agreed that it will not (other than in limited circumstances) acquire any
essensys Shares. The standstill restriction ceases immediately following the
making of this Announcement.
16. Agreements to purchase
As set out in paragraph 9, each member of the Concert Party has entered into a
Bidco SPA pursuant to which they have, conditionally upon the Offer being
declared unconditional, agreed to sell their essensys Shares to Bidco in
exchange for the issue of an equivalent number of B Ordinary Shares in
Bidco.
Structure of the Acquisition
Offer
It is intended that the Offer will be implemented by way of a takeover offer
within the meaning of Chapter 3 of Part 28 of the Companies Act.
Bidco will make the Offer through the despatch of the Offer Document and, in
respect of essensys Shares held in certificated form, the accompanying Form of
Acceptance, both of which will be posted to essensys Shareholders no later
than 28 days after the date of this Announcement (unless otherwise agreed with
the Panel), other than in relation to a Restricted Jurisdiction. The Offer
Document will contain the formal terms of, and Conditions applicable to, the
Offer.
Conditions
The Offer will be subject to the Conditions and further terms set out in
Appendix I to this Announcement, and to be set out in full in the Offer
Document and, in respect of essensys Shares held in certificated form, the
accompanying Form of Acceptance, including, amongst others, the Acceptance
Condition. The Acceptance Condition has been set at a level which, in order to
be satisfied, requires Bidco to have acquired or contracted to acquire whether
by way of acceptance to the Offer or otherwise, essensys Shares carrying in
aggregate 90 per cent. of essensys Shares to which the Offer relates (or such
lesser percentage as Bidco may decide (being not less than 50 per cent. of the
voting rights of essensys Shares normally exercisable at a general meeting of
essensys) by no later than 1.00 p.m. on the Unconditional Date (or such later
time(s) and/or date(s) as Bidco may, with the consent of the Panel, decide).
The Offer shall lapse if the Offer does not become Effective by the Long Stop
Date.
Switching to a Scheme of Arrangement
Bidco reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Acquisition by way of a Scheme ("Switch"). In the
event of a Switch, the Scheme will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Offer, subject
to appropriate amendments (including to statutory voting requirements) to
reflect the change in method of implementing the Offer, including in
particular to the amendments referred to in Part C of Appendix I to this
Announcement.
17. Cancellation of admission to trading and re-registration
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.
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.
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.
18. Disclosure of interests in essensys
Save in respect of:
· the irrevocable undertakings referred to in paragraphs 6 and 10
and the Bidco SPAs referred to in paragraph 9 above, pursuant to which Bidco
has therefore received indications of support to accept, or procure or
instruct the acceptance of the Offer in respect of 36,994,705 essensys Shares;
and
· the share options granted to Mark Furness pursuant to which he
has a right to 700,000 essensys Shares,
as at the close of business on the Latest Practicable Date, neither Bidco, nor
any of its directors nor, so far as Bidco is aware, any person acting in
concert (within the meaning of the Takeover Code) with it had:
(i) any interest in or right to subscribe for any
relevant securities of essensys;
(ii) any short positions (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 of relevant securities of
essensys;
(iii) any dealing arrangement of the kind referred to in
Note 11 on the definition of 'acting in concert' in the Takeover Code, in
relation to the relevant securities of essensys; or
(iv) borrowed or lent any relevant securities of essensys
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed shares which had been either on-lent or sold.
For the purposes of this paragraph 19:
"relevant securities of essensys" means essensys Shares or securities
convertible or exchangeable into essensys Shares.
"interests in securities" arise, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price of
securities (and a person who only has a short position in securities is not
treated as interested in those securities). In particular, a person will be
treated as having an "interest" by virtue of the ownership, voting rights or
control of securities, or by virtue of any agreement to purchase, option in
respect of, or derivative referenced to, securities.
19. General
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Offer Document
and the Form of Acceptance. The bases and sources of certain financial
information contained in this Announcement are set out in Appendix II to this
Announcement. A summary of the irrevocable undertakings given in relation to
the Acquisition is contained in Appendix III to this Announcement. Certain
terms used in this Announcement are defined in Appendix IV to this
Announcement.
The Offer will be governed by the laws of England and Wales and be subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in Appendix I to this Announcement and to be set out in the Offer Document.
The Acquisition will also be subject to the applicable requirements of English
law, the English Courts, the Companies Act, the London Stock Exchange, the
Panel, the Takeover Code and the Registrar of Companies. This Announcement
does not constitute, or form part of, an offer or invitation to purchase
essensys Shares or any other securities.
Kroll and Canaccord Genuity have each given and not withdrawn their consent to
the publication of this Announcement with the inclusion herein of the
references to their names in the form and context in which they appear.
20. Documents available on website
Copies of the following documents shall be made available, subject to certain
restrictions relating to persons residing in Restricted Jurisdictions, on
essensys's website at https://www.essensys.tech (https://www.essensys.tech)
until the end of the Offer Period:
· this Announcement;
· the irrevocable undertakings and letters of intent
referred to in paragraph 10 above and summarised in Appendix III to this
Announcement;
· the Confidentiality Agreement;
· the Facility Agreement; and
· the consents from each of Canaccord Genuity and
Kroll.
Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks is incorporated in, or
forms part of, this Announcement.
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 / Lukas Heinze / Filipe Pereira
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 Hayley-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, 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 shall be 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 shall contain 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.
Bidco will prepare the Offer Document and the Form of Acceptance (in respect
of certificated essensys Shares) to be distributed to essensys Shareholders
(other than essensys Shareholders in Restricted Jurisdictions). essensys and
Bidco urge essensys Shareholders to read the Offer Document and the Form of
Acceptance (in respect of certificated essensys Shares) when they become
available because they will contain important information relating to the
Acquisition.
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.
Overseas Shareholders should inform themselves of, and observe, any applicable
requirements. 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 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. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
such Takeover Offer may not be made available directly or indirectly, into or
from or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The Acquisition shall be 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 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 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 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 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 Offer by a US holder as consideration for
the transfer of its essensys Shares pursuant to the Offer will likely be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each US holder of
essensys Shares is urged to consult their independent legal, tax and financial
advisers regarding the tax consequences of the Offer applicable to them,
including for US federal income tax purposes and under applicable US state and
local, as well as overseas and other, tax laws.
Forward looking statements
This Announcement (including information incorporated by reference in the
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and essensys contain certain statements,
beliefs or opinions, with respect to the financial condition, results of
operations and business of Bidco and essensys which are or may be deemed to be
"forward looking statements". These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "envisage", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. These statements are based on
assumptions and assessments made by essensys, and/or Bidco, in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty, because they
relate to events and depend on circumstances that will occur in the future and
the factors described in the context of such forward-looking statements in
this Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given by
essensys and Bidco that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Nothing in this Announcement is intended to constitute a
representation or warranty, express or implied, by Bidco, essensys, or any of
their respective affiliates, directors, officers, employees, agents or
advisers, as to its accuracy or completeness. All subsequent oral or written
forward-looking statements attributable to any member of the Bidco Group or
essensys Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above. Neither essensys nor Bidco assumes any obligation
and essensys and Bidco disclaim any intention or obligation, to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by the Panel,
the London Stock Exchange, the AIM Rules or any other applicable law and/or
regulation.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for essensys for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for essensys.
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
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published by Rule 26 of the Takeover Code
shall be made available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on essensys's website at
https://www.essensys.tech (https://www.essensys.tech) , in each case 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.
You may also request that all future documents, announcements and information
to be sent to you 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 0345 607
6838 (from within the UK) or +44 371 384 2307 (from outside the UK) between
9.00 a.m. and 5.00 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you 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.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
PART A
CONDITIONS TO THE OFFER
The Offer will be conditional upon:
Acceptance Condition
1. valid acceptances of the Offer having been received (and not validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by no later than 1.00 p.m. on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel, specify) in respect of 90 per cent. (or such lesser percentage as Bidco may decide) of essensys Shares to which the Offer relates and of the voting rights attached to those shares, provided that: (i) this Condition will not be satisfied unless Bidco has acquired or agreed to acquire (whether pursuant to the Offer or otherwise), essensys Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of essensys (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any essensys Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise) (the "Acceptance Condition"); and (ii) unless the Panel consents otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions set out in paragraph 2 below have been satisfied or, if permitted, waived.
For the purposes of the Acceptance Condition:
A. essensys Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;
B. valid acceptances shall be deemed to have been received in respect of essensys Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco, whether by virtue of acceptance of the Offer or otherwise;
C. the expression "essensys Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act; and
D. all percentages of voting rights, share capital and relevant securities are to be calculated by reference to the number of issued essensys Shares excluding any and all shares held in treasury by essensys from time to time.
Other Conditions
2. In addition, the Offer will be conditional upon the following Conditions and, accordingly, the Offer will not become or be declared unconditional unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
2.1 Official authorisations, regulatory clearances and third party clearances
(a) the waiver (or non-exercise within any applicable time limits) by any relevant Third Party of any termination right, right of pre-emption, first refusal or similar right arising as a result of or in connection with the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, essensys by Bidco or any member of the Wider Bidco Group;
(b) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, essensys and all material Authorisations deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, essensys or any member of the Wider essensys Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider essensys Group has entered into contractual arrangements and all such material Authorisations, deemed necessary or appropriate to carry on the business of any member of the Wider essensys Group (where the absence of such Authorisation would have a material and adverse effect on the Wider essensys Group taken as a whole) including, without limitation, its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any Authorisations at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(c) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider essensys Group by any member of the Wider Bidco Group void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the approval or implementation of, or impose additional conditions or obligations with respect to, the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider essensys Group by any member of the Wider Bidco Group;
(ii) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider essensys Group of any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any case, is material in the context of the Wider Bidco Group or the Wider essensys Group in either case taken as a whole or in the context of the Offer;
(iii) require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in essensys;
(iv) impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider essensys Group or the Wider Bidco Group or to exercise voting or management control over any such member;
(v) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider essensys Group to an extent which is material in the context of the Wider Bidco Group or the Wider essensys Group in either case taken as a whole or in the context of the Offer;
(vi) other than pursuant to the implementation of the Offer, require any member of the Wider Bidco Group or the Wider essensys Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider essensys Group or any asset owned by any third party;
(vii) result in any member of the Wider essensys Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on to an extent which is material in the context of the Wider essensys Group;
(viii) impose any limitation on the ability of any member of the Wider Bidco Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to the Wider essensys Group taken as a whole or in the context of the Offer; or
(ix) otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider essensys Group or any member of the Wider Bidco Group;
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or
the acquisition or proposed acquisition of any essensys Shares having expired,
lapsed or been terminated;
(d) no undertakings or assurances being required from any member of the Wider Bidco Group or any member of the Wider essensys Group by the Secretary of State or any other Third Party, except on terms reasonably satisfactory to Bidco;
(e) all notifications, filings or applications which are necessary or reasonably considered to be appropriate having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations which are reasonably deemed to be reasonably necessary or appropriate in any jurisdiction for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, essensys by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider essensys Group or the Wider Bidco Group has entered into contractual arrangements, and all such Authorisations which are reasonably deemed by Bidco to be necessary or appropriate to carry on the business of any member of the Wider essensys Group in the manner and in any jurisdiction in which such business is currently conducted having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or, in each case or taken together, have an adverse effect on the Wider essensys Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;
2.2 Certain matters arising as a result of any arrangement, agreement etc.
(a) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider essensys Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which in consequence of the Offer or the proposed acquisition of any shares or other securities (or equivalent) in essensys or because of a change in the control or management of essensys or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider essensys Group, or the Wider Bidco Group, in either case taken as a whole, or in the context of the Offer:
(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any member of the Wider essensys Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, lease, franchise, licence, permit or instrument being or likely to become terminated or any rights, liabilities, obligations or interests of any member of the Wider essensys Group being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(iii) the rights, liabilities, obligations, interests or business of any member of the Wider essensys Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider essensys Group in or with any other person, firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;
(iv) any member of the Wider essensys Group ceasing to be able to carry on business under any name under which it presently carries on business;
(v) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider essensys Group being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider essensys Group, other than in the ordinary course of business;
(vi) the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property. assets or interest of any member of the Wider essensys Group or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen), becoming enforceable;
(vii) the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
(viii) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider essensys Group being prejudiced or adversely affected;
(ix) any such member ceasing to be able to carry on business under any name under which it presently does so;
(x) the creation or acceleration of any liability, actual or contingent, by any member of the Wider essensys Group (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Offer; or
(xi) any liability of any member of the Wider essensys Group to make any severance, termination, bonus or other payment to any of its directors or other officers, other than in the ordinary course of business;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, franchise, lease or other instrument to which
any member of the Wider essensys Group is a party or by or to which any such
member or any of its assets may be or are bound, entitled or subject, would or
might reasonably be expected to result in any of the events or circumstances
as are referred to in sub-paragraphs (i) to (xi) of this Condition;
2.3 Certain events occurring since last accounts date
(a) save as Disclosed, no member of the Wider essensys Group having, since 31 July 2025:
(i) save as between essensys and wholly-owned subsidiaries of essensys ("Intra-essensys Group Transactions") or for essensys Shares issued under or pursuant to the exercise of options and vesting of awards granted under the essensys Share Option Plan, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
(ii) save for Intra-essensys Group Transactions or for the grant of options and awards and other rights under the essensys Share Option Plan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of essensys Shares out of treasury;
(iii) prior to completion of the Offer, recommended, declared, paid or made or proposed or agreed to recommend, declare, pay or make any bonus, dividend or other distribution payable in cash or otherwise or made any bonus issue, other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of essensys to essensys or any of its wholly owned subsidiaries;
(iv) save for Intra-essensys Group Transactions, entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any merger, demerger, joint venture, partnership, composition, asset or profit sharing arrangement, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation of such security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;
(v) save for Intra-essensys Group Transactions, issued, authorised, proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of any debentures or become subject to any guarantee or contingent liability or incurred or increased any indebtedness;
(vi) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, or authorise any contract, transaction, arrangement, agreement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude, or which involves or could involve an obligation of such a nature or magnitude, or which is or could be (in a manner or to an extent abnormal in the context of the business concerned) restrictive on the business of any member of the Wider essensys Group to an extent which is or is reasonably likely to be material to the Wider essensys Group taken as a whole;
(vii) entered into any material licence or other disposal, or lost its title to, any material intellectual property rights owned or used by any member of the Wider essensys Group, any material intellectual property owned by the Wider essensys Group being revoked, cancelled or declared invalid, any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider essensys Group to, or the validity or effectiveness of, any intellectual property of the Wider essensys Group, or any agreement regarding the use of any material intellectual property licensed to or by any member of the Wider essensys Group being terminated or varied;
(viii) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any employee, director, adviser or senior executive of any member of the Wider essensys Group, which constitutes a material change to the terms and conditions of such employment, save for fee or salary increases, bonuses or variations of terms in the ordinary course;
(ix) proposed, agreed to provide or modified the terms of any of the essensys Share Option Plan, bonus or other benefit constituting a change relating to the employment or engagement or termination of employment of a material category of persons employed by the Wider essensys Group or which constitutes a change to the terms or conditions of employment of any senior employee of the Wider essensys Group, or made or agreed or consented to any change to the contributions payable to any such scheme, or the benefits which accrue or the pensions which are payable thereunder, save as agreed by the Panel (if required) and by Bidco to the extent which is material in the context of the Wider essensys Group taken as a whole;
(x) put in place or agreed to provide or modified any arrangement for the involvement of any current or former director, senior executive, employee, or adviser of the Wider essensys Group in the capital of any member of the Wider essensys Group to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;
(xi) other than with respect to Intra-essensys Group Transactions in the ordinary course, waived, compromised or settled any claim otherwise than in the ordinary course of business which is or might reasonably be expected to have a material adverse effect on the Wider essensys Group taken as a whole or in the context of the Offer;
(xii) made any material alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Offer or as required under the terms of the existing facility agreements of the essensys Group);
(xiii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;
(xiv) (other than in respect of a member of the Wider essensys Group which is dormant and was solvent at the relevant time) taken or propose any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;
(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xvi) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 2.3(a); or
(xvii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of essensys Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;
2.4 No adverse change, litigation or regulatory enquiry
(a) save as Disclosed, since 31 July 2025:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider essensys Group which, in any such case, is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;
(ii) no litigation, arbitration or mediation proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against (and in each case, not having been withdrawn and/or resolved) or in respect of any member of the Wider essensys Group or to which any member of the Wider essensys Group is or may become a party (whether as a plaintiff, defendant or otherwise) which is or might reasonably be expected to have a material and adverse effect on the Wider essensys Group taken as a whole or in the context of the Offer;
(iii) no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party or other investigative body having been threatened, announced, instituted or remaining outstanding by, against (and in each case, not having been withdrawn and/or resolved) or in respect of any member of the Wider essensys Group in each case is or might reasonably be expected to have a material adverse effect on the Wider essensys Group taken as a whole or in the context of the Offer;
(iv) no contingent or other liability having arisen, increased or become apparent which is reasonably likely to materially and adversely, in the context of the Wider essensys Group taken as a whole, affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider essensys Group;
(v) no member of the Wider essensys Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider essensys Group as a whole or in the context of the Offer; and
(vi) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider essensys Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which, in each case or taken together, is, or would be expected to have an adverse effect which is material in the context of on the Wider essensys Group taken as a whole or in the context of the Offer;
2.5 No discovery of certain matters
(a) save as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information concerning the Wider essensys Group publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider essensys Group or to any of their advisers by or on behalf of any member of the Wider essensys Group prior to the date of this Announcement is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading where the relevant information has not subsequently been corrected before the date of this Announcement by disclosure either publicly via a Regulatory Information Service or otherwise to any member of the Wider Bidco Group;
(ii) that any member of the Wider essensys Group is subject to any liability (contingent or otherwise) which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer; or
2.6 Anti-corruption, economic sanctions, criminal property and money laundering
(a) save as Disclosed, Bidco not having discovered that:
(i) (A) any past or present member, director, officer or employee of the Wider essensys Group, or any person that performs or has performed services for or on behalf of any such company, is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider essensys Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks applicable to the Wider essensys Group; or
(ii) any asset of any member of the Wider essensys Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider essensys Group is found to have engaged in activities constituting money laundering under any law, rule, or regulation concerning money laundering applicable to the Wider essensys Group; or
(iii) any member of the Wider essensys Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended);
(iv) any past or present member, director, officer, employee, agent, consultant or designated representative of the Wider essensys Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any activity, business or conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
A. any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury; or
B. any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable blocking law; or
(v) a member of the Wider essensys Group has engaged in any transaction which would cause any member of the Wider Bidco Group to be in breach of any law or regulation upon its acquisition of essensys, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the UK, the European Union or any of its member states;
(vi) any past or present member, director, officer or employee of the Wider essensys Group, or any other person for whom any such person may be liable or responsible:
A. has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
B. has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
C. has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
D. is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
E. any member of the Wider essensys Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon its acquisition of essensys, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.
For the purposes of these Conditions:
"Wider essensys Group" means essensys and its subsidiary undertakings,
associated undertakings and any other undertaking in which essensys and/or
such undertakings (aggregating their interests) have a Significant Interest;
"Wider Bidco Group" means Bidco and its subsidiary undertakings, associated
undertakings and any other undertaking in which Bidco and/or such undertakings
(aggregating their interests) have a Significant Interest and for these
purposes subsidiary undertaking and undertaking have the meanings given by the
Companies Act, associated undertaking has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose; and
"Significant Interest" means a direct or indirect interest in 20 per cent. or
more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act).
Part B
Waiver and Invocation of the Conditions
1. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix I above, except for the Acceptance Condition, which cannot be waived.
2. The Offer will be subject to the satisfaction (or waiver, if permitted) of the Conditions and further terms which are set out in this Appendix I, and those terms which will be set out in the Offer Document and the Form of Acceptance.
3. All Conditions must each be fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or to remain satisfied, by midnight on the earlier of the Unconditional Date or the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel), failing which the Offer will lapse.
4. Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long Stop Date:
(a) sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or
(b) where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, one or more of the Conditions relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.
5. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions that it is entitled to invoke by a date earlier than the latest date specified above for the fulfilment of the relevant Condition, notwithstanding that the other Conditions to the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.
6. Under Rule 13.5(a) of the Takeover Code, subject to paragraph 7, Bidco may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer.
7. Bidco may only invoke a condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
8. The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover Code.
9. If Bidco is required by the Panel to make an offer or offers for essensys Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
10. The Offer will extend to all essensys Shares which are in issue as at the date of this Announcement and any essensys Shares which may be unconditionally allotted and/or issued and fully paid (or credited as fully paid) before the Offer closes (other than any essensys Shares already held by Bidco).
11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Part C
Implementation by way of scheme
1. Bidco reserves the right, with the consent of the Panel, to elect the Acquisition by way of a Scheme.
2. If the Acquisition is implemented by way of a Scheme, the Scheme will be implemented, so far as applicable, on the same terms, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel):
(a) its approval by a majority in number representing not less than 75 per cent. in the value of the essensys Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting;
(b) all resolutions necessary to approve and implement the Scheme being duly passed by the require majority or majorities at an essensys General Meeting or at any adjournment of that meeting; and
(c) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being on terms acceptable to Bidco and essensys) and the delivery of a copy of the scheme court order to the Registrar of Companies.
3. In addition, if the Acquisition is implemented by way of a Scheme, the Scheme will be conditional upon the Conditions (other than the Acceptance Condition) and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the Conditions (other than the Acceptance Condition) have either been waived (if permitted) or fulfilled.
Part D
Certain further terms
1. The Offer will be governed by English law and be subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Announcement and in the Offer Document. The Offer will be subject to the applicable requirements of the Companies Act, Takeover Code, the Panel, the London Stock Exchange, the AIM Rules, the FCA the Registrar of Companies and applicable securities law.
2. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
3. essensys Shares will be acquired by Bidco pursuant to the Offer with full title guarantee fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption, and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid, or any other return of value following the Offer becoming or being declared unconditional.
4. If, on or after the date of this Announcement, and prior to the Unconditional Date, any dividend and/or other distribution and/or return of capital is announced, declared, made or paid or becomes payable in respect of essensys Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Offer for essensys Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Offer Document to the Cash Consideration payable under the terms of the Offer will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, the relevant essensys Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or return of capital. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Offer. For the further avoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect of those underlying vested shares are not to be construed as a dividend, distribution or return of capital for the purposes of this paragraph.
5. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdiction in which they are located. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further information in relation to Overseas Shareholders will be contained in the Offer Document.
6. Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction on.
Part E
Alternative Offer
1. The issue of any New Bidco Shares is conditional upon the Offer becoming or being declared unconditional.
2. The New Bidco Shares to be issued pursuant to the Offer have not been and will not be registered under the securities laws of any state, province, territory or other jurisdiction of any Restricted Jurisdiction. Accordingly, the New Bidco Shares may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdictions, or to, or for the account or benefit to, any Overseas Shareholder, except in transactions exempt from, or not subject to, the registration requirements, and in compliance with any applicable securities laws of any state or other jurisdiction of any Restricted Jurisdiction.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.
1. As at close of business on the Latest Practicable Date
there were 64,811,336 essensys Shares in issue.
2. As at the Latest Practicable Date, there were 1,667,810
essensys Shares that may be issued on or after the date of this Announcement
pursuant to the essensys Share Option Plan.
3. Unless otherwise stated, financial information relating to
essensys has been extracted or derived (without adjustment) from the 2025
audited accounts of the essensys Group for the financial year ended 31 July
2025, prepared in accordance with IFRS.
4. The value of the Cash Offer is calculated based on the
Offer Price multiplied by the total issued and to be issued essensys Shares as
set out in points (1) and (2) above.
5. Unless otherwise stated, all prices, closing prices and
volume average weighted share prices for essensys Shares are derived from
S&P Capital IQ.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
PART A
ESSENSYS INDEPENDENT DIRECTOR'S IRREVOCABLE UNDERTAKING
Jon Lee, the only Independent Director who holds an interest in essensys
Shares has given an irrevocable undertaking to accept (or procure or instruct
acceptance of) the Offer (or, in the event that the Acquisition is implemented
by way of a Scheme, to vote (or procure or instruct to vote) in favour of the
Scheme at the Court Meeting and the special resolution to be proposed at the
essensys General Meeting) in each case in respect of his interests (and those
of their connected persons) in the following essensys Shares:
Name of essensys Independent Director Number of essensys Shares in respect of which undertaking is given Percentage of essensys issued share capital in respect of which undertaking is
given (%)
Jon Lee 128,635 0.20
This irrevocable undertaking will remain biding in the event of a higher
competing offer being made for essensys and will only cease to be binding:
(i) if the Offer Document or any scheme document (in the event
that the Acquisition is implemented by way of a Scheme) is not posted within
28 days of the date of the publication of this Announcement (or such longer
period as the Panel may agree) provided that if Bidco (with consent of the
Panel) elects to implement the Acquisition by way of a Scheme, the time period
in this paragraph shall be extended to refer to within 28 days of the issue of
the announcement of the change in structure or such other posting date as the
Panel may require;
(ii) if the Offer (or the Scheme, as applicable) lapses or is
withdrawn in accordance with its terms unless within 10 business days (i)
Bidco announces to make or proceed with the Acquisition by way of a new,
revised or replacement Offer or Scheme; (ii) Bidco confirms that it intends to
proceed with the Acquisition by way of a Scheme (or an Offer, as applicable);
(iii) on the date any competing offer for the entire issued and to
be issued ordinary share capital of essensys (if implemented by an Offer) is
declared unconditional or (if implemented by a Scheme) becomes effective; or
(iv) on the Long Stop Date.
PART B
SHAREHOLDER IRREVOCABLE UNDERTAKINGS
Each of the shareholders listed below have given irrevocable undertakings to
accept (or procure or instruct acceptance of) the Offer and to elect to accept
the Alternative Offer (or, in the event that the Acquisition is implemented by
way of a Scheme, to vote (or procure or instruct to vote) in favour of the
Scheme at the Court Meeting and the special resolution to be proposed at the
essensys General Meeting) in each case in respect of their interests in the
following essensys Shares:
Name of shareholder Number of essensys Shares in respect of which undertaking is given Percentage of essensys issued share capital in respect of which undertaking is
given (%)
Barry Clark 1,507,686 2.33
Ian ('Bryn') Sadler 1,416,629 2.19
Michael Guest 575,571 0.89
David Kinnaird 591,348 0.91
Liam Kavanagh 400,593 0.62
Michael Grant 821,340 1.27
Total 5,313,167 8.20
These irrevocable undertakings will remain binding in the event of a higher
competing offer being made for essensys and will only cease to be binding:
(i) if the Offer Document or any scheme document (in the event
that the Acquisition is implemented by way of a Scheme) is not posted within
28 days of the date of the publication of this Announcement (or such longer
period as the Panel may agree) provided that if Bidco (with consent of the
Panel) elects to implement the Acquisition by way of a Scheme, the time period
in this paragraph shall be extended to refer to within 28 days of the issue of
the announcement of the change in structure or such other posting date as the
Panel may require;
(ii) if the Offer (or the Scheme, as applicable) lapses or is
withdrawn in accordance with its terms unless within 10 business days (i)
Bidco announces to make or proceed with the Acquisition by way of a new,
revised or replacement Offer or Scheme; (ii) Bidco confirms that it intends to
proceed with the Acquisition by way of a Scheme (or an Offer, as appliable);
(iii) on the date any competing offer for the entire issued and to
be issued ordinary share capital of essensys (if implemented by an Offer) is
declared unconditional or (if implemented by a Scheme) becomes effective; or
(iv) on the Long Stop Date.
Each of the shareholders listed below have given irrevocable undertakings to
accept (or procure or instruct acceptance of) the Offer (or, in the event that
the Acquisition is implemented by way of a Scheme, to vote (or procure or
instruct to vote) in favour of the Scheme at the Court Meeting and the special
resolution to be proposed at the essensys General Meeting) in each case in
respect of their interests in the following essensys Shares:
Name of shareholder Number of essensys Shares in respect of which undertaking is given Percentage of essensys issued share capital in respect of which undertaking is
given (%)
Ben Perkins 99,578 0.15
Oliver Paul David Wycherley 40,014 0.06
Emmanuel Afful 21,060 0.03
Shenel (Senel) Unal 30,000 0.05
Aleksandra Telebak 80,028 0.12
Brian Kavanagh 96,033 0.15
Andrew Debenham 106,704 0.16
Paul Economides 96,783 0.15
Darren Chadwick 11,225 0.02
Alan Pepper 424,766 0.66
Total 1,006,191 1.55
These irrevocable undertakings will remain binding in the event of a higher
competing offer being made for essensys and will only cease to be binding:
(i) if the Offer Document or any scheme document (in the event
that the Acquisition is implemented by way of a Scheme) is not posted within
28 days of the date of the publication of this Announcement (or such longer
period as the Panel may agree) provided that if Bidco (with consent of the
Panel) elects to implement the Acquisition by way of a Scheme, the time period
in this paragraph shall be extended to refer to within 28 days of the issue of
the announcement of the change in structure or such other posting date as the
Panel may require;
(ii) if the Offer (or the Scheme, as applicable) lapses or is
withdrawn in accordance with its terms unless within 10 business days (i)
Bidco announces to make or proceed with the Acquisition by way of a new,
revised or replacement Offer or Scheme; (ii) Bidco confirms that it intends to
proceed with the Acquisition by way of a Scheme (or an Offer, as appliable);
(iii) on the date any competing offer for the entire issued and to
be issued ordinary share capital of essensys (if implemented by an Offer) is
declared unconditional or (if implemented by a Scheme) becomes effective; or
(iv) on the Long Stop Date.
PART C
LETTERS OF INTENT
Name of institutional shareholder Number of essensys Shares in respect of which letter of intent is given Percentage of essensys issued share capital in respect of which letter of
intent is given (%)
Canaccord Genuity Asset Management 6,860,000 10.58
Total 6,860,000 10.58
Bidco has received letters of intent from the above named shareholders stating
their intention to accept (or procure the acceptance of) the Offer or, in the
event the Acquisition is to be effected by way of a Scheme, to vote (or to
procure the vote) in favour of the Scheme at the Court Meeting and the
resolution(s) to be proposed at the General Meeting.
These letters of intent are non-binding.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Adjusted EBITDA" earnings before interest, tax, depreciation, amortisation, exceptional
restructuring costs and other non-trading items such as impairment, share
option charges and exchange differences;
"A Ordinary Shares" means the A ordinary shares of £0.001 each in the capital of Bidco having the
rights set out in the Bidco Articles;
"Acceleration Statement" means a statement in which Bidco, in accordance with Rule 31.5 of the Takeover
Code, brings forward the latest date by which all of the Conditions to the
Offer must be satisfied or waived;
"Acceptance Condition" the condition set out in paragraph 1 of Part A of Appendix I to this
Announcement;
"Acquisition" the direct or indirect acquisition by Bidco of the entire issued and to be
issued ordinary share capital of essensys (other than the essensys Shares held
or contracted to be acquired by or on behalf of Bidco), to be effected by
means of a Takeover Offer (or a Scheme in certain circumstances described in
this Announcement), and, where the context admits, any subsequent revision,
variation, extension or renewal thereof;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the rules governing the admission to, and operation of, AIM as set out in the
AIM Rules for Companies published by the London Stock Exchange from time to
time;
"Alternative Offer" the arrangements pursuant to which essensys Shareholders who validly accept
the Offer may elect to receive one New Bidco Share per essensys Share (in lieu
of cash to which they would otherwise be entitled under the Cash Offer);
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders, recognitions, grants, determinations,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"B Ordinary Shares" means the B ordinary shares of £0.001 each in the capital of Bidco having the
rights set out in the Bidco Articles;
"Bidco" essensys Bidco Limited, registered in England and Wales (company registration
number: 17034669 with registered office 1 Blossom Yard, London, E1 6RS);
"Bidco Articles" the articles of association of Bidco from time to time;
"Bidco SPAs" the conditional share purchase agreements dated 24 February 2026 between the
Concert Party and Bidco in respect of the sale and purchase of essensys Shares
by Bidco;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the United
Kingdom) on which banks are open for business in the City of London;
"Canaccord Genuity" Canaccord Genuity Limited, registered in England and Wales (company
registration number: 01774003) with registered office at 88 Wood Street,
10(th) Floor, London, EC2V 7QR;
"Cash Consideration" the cash amount of 17 pence payable by Bidco under the Acquisition in respect
of each essensys Share, as may be adjusted in accordance with the terms of the
Acquisition as set out in this Announcement;
"Cash Offer" in accordance with the terms of the Offer, the cash consideration of 17 pence
per essensys Share, payable in cash;
"certificated" or "in certificated form" where a share or other security is not in uncertificated form (that is, not in
CREST);
"Closing Price" the closing middle market quotation of an essensys Share as derived from
S&P Capital IQ;
"close relatives" has the meaning set out in the Takeover Code;
"Companies Act" the Companies Act 2006, as amended;
"Concert Party" the members of the concert party being Mark Furness, William Currie, Terry
Leahy, David Leahy, William Currie Investments Ltd and Stephanie Currie;
"Conditions" the conditions to the Offer, as set out in Appendix I to this Announcement and
to be set out in the Offer Document;
"Confidentiality Agreement" the confidentiality agreement entered into between Mark Furness and essensys
dated 28 November2025, as described in paragraph 15 of this Announcement;
"connected persons" as defined in section 252 of the Companies Act;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" should the Acquisition be implemented by way of a Scheme, the meeting(s) of
the essensys Shareholders to be convened by order of the Court pursuant to
section 896 of the Companies Act for the purpose of considering and, if
thought fit approving the Scheme (with or without amendment) and any
adjournment, postponement or reconvention thereof;
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as defined in the
CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755);
"Daily Official List" the daily official list of the London Stock Exchange;
"Day 60" the 60th day following the publication of the Offer Document or such other
date as may otherwise be set as being such day of the timetable of the Offer
in accordance with the Takeover Code;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Disclosed" the information fairly disclosed by or on behalf of essensys:
(i) in the annual report of the essensys Group for the year ended 31 July 2025;
(ii) in this Announcement;
(iii) in any other announcement to a Regulatory Information Service by or on behalf of essensys prior to the publication of this Announcement; or
(iv) as otherwise disclosed to Bidco (or its respective officers, employees, agents or advisers) prior to the date of this Announcement including in the virtual data room operated by or on behalf of essensys relating to the Acquisition;
"EBITDA" earnings before interest, tax, depreciation and amortisation;
"Effective" in the context of the Offer:
(i) if the Offer is implemented by way of a takeover offer, the Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code; or
(ii) if the Offer is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms;
"essensys" essensys plc, registered in England and Wales (company registration number:
11780413) with registered office 1 Finsbury Avenue, London EC2M 2PF;
"essensys Board" the board of directors of essensys;
"essensys Directors" the directors of essensys;
"essensys General Meeting" should the Acquisition be implemented by way of a Scheme, the general meeting
of the essensys Shareholders to be convened for the purpose of considering
and, if thought fit approving the special resolutions proposed at such meeting
and any adjournment, postponement or reconvention thereof;
"essensys Group" essensys and its subsidiary undertakings and, where the context permits, each
of them, from time to time;
"essensys Independent Directors" the essensys Directors, other than Mark Furness;
"essensys PDMR Share Options" the 1,855,000 essensys options granted under the essensys Share Option Plan to
certain essensys Directors and persons discharging managerial responsibilities
announced by essensys on 11 February 2025;
"essensys Remuneration Committee" the remuneration committee of essensys;
"essensys Share Option Plan" the essensys PLC Long Term Incentive Plan, adopted by the shareholders of
essensys on 16 May 2019;
"essensys Shareholders" or "Shareholders" the holders of essensys Shares;
"essensys Shares" the existing issued and fully paid ordinary shares with a nominal value of
£0.0025 each in the share capital of essensys and any further such fully paid
ordinary shares issued before the date on which the Offer closes or before
such earlier date as Bidco may (subject to the Takeover Code) determine, not
being earlier than the date on which the Offer becomes or is declared
unconditional but in both cases excluding any such shares held or which become
held as treasury shares;
"Facility Agreement" the secured term loan facility of £10,000,000 dated 24 February 2026 between
Bidco as the borrower and the original guarantor, and GL 2024 Limited as the
lender;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000;
"Form of Acceptance" the form of acceptance, election and authority relating to the Offer in
respect of certificated essensys Shares which will accompany the Offer
Document;
"FY25" the 12 month period ended 31 July 2025;
"FY26" the 12 month period ending 31 July 2026;
"IFRS" International Financial Reporting Standards;
"Kroll" Kroll Securities Ltd., registered in England and Wales (company registration
number: 06029386) with registered office at Citco London Limited, 7 Albemarle
Street, London, W1S 4HQ;
"Latest Practicable Date" 23 February 2026;
"London Stock Exchange" London Stock Exchange plc or its successors;
"Long Stop Date" 1 June 2026 or such later date as may be agreed in writing by Bidco and
essensys (with the Panel's consent and as the Court may approve (if such
approval(s) are required));
"New Bidco Shares" the B Ordinary Shares proposed to be issued to essensys Shareholders pursuant
to the Alternative Offer;
"Offer" the proposed offer for essensys by Bidco to acquire the entire issued and to
be issued share capital of essensys (other than the essensys Shares held or
contracted to be acquired by or on behalf of Bidco) by means of the Offer
(should Bidco so elect, subject to the consent of the Panel) by means of a
Scheme and, where the context admits, any subsequent revision, variation,
extension or renewal thereof;
"Offer Document" if the Offer is implemented by means of a Takeover Offer, the document to be
sent or made available to essensys Shareholders and persons with information
rights containing, among other things, the full terms and conditions of the
Offer;
"Offer Period" the offer period (as defined by the Takeover Code) relating to essensys, which
commenced on 28 November 2025;
"Offer Price" 17 pence per share;
"Opening Position Disclosure" the announcement required for the purposes of Rule 8 of the Takeover Code
containing details of interests or short positions in, or rights to subscribe
for, any relevant securities of a party to the Offer if the person concerned
has such a position;
"Overseas Shareholders" essensys Shareholders (or nominees of, or custodians or trustees for essensys)
not resident in, or nationals or citizens of, the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if the Acquisition is extended
or made available in that jurisdiction or if information concerning the
Acquisition is made available in that jurisdiction or where to do so would
result in a requirement to comply with any governmental or other consent or
any registration, filing or other formality which Bidco or essensys regards as
unduly onerous;
"Scheme" a Court sanctioned a scheme of arrangement under Part 26 of the Companies Act
between essensys and the essensys Shareholders (other than the Concert Party
members) in connection with the Acquisition, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed by essensys and Bidco;
"Secretary of State" the Secretary of State designated for the purposes of the relevant enactment;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking;
"Switch" the right for Bidco to elect, with the consent of the Panel (where necessary),
to implement the Acquisition by way of a Scheme;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Offer" if the proposed Acquisition is to be implemented by way of a takeover offer
(which shall be an offer for the purposes of Chapter 3 of Part 28 of the
Companies Act), the offer is to be made by or on behalf of Bidco, or an
associated undertaking thereof, to acquire the entire issued and to be issued
ordinary share capital of essensys (other than the essensys Shares held or
contracted to be acquired by or on behalf of Bidco) including, where the
context admits, any subsequent revision, variation, extension or renewal of
such offer;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body, any entity owned or
controlled by any relevant government or state, or any other body or person
whatsoever having similar authority with respect to the Offer in any
jurisdiction;
"UK Corporate Governance Code" the Corporate Governance Code of the Financial Reporting Council, as amended
and in force from time to time;
"uncertificated" or in "uncertificated form" in relation to a share or other security, recorded on the relevant register in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
"Unconditional Date" Day 60 or any earlier date as Bidco may specify in the Offer Document or any
Acceleration Statement, unless, where permitted, it has set aside that
statement;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended;
"US GAAP" the generally accepted accounting principles in the US;
"Wider Bidco Group" Bidco and its subsidiaries, subsidiary undertakings and associated
undertakings, and any other body corporate, person or undertaking (including a
joint venture, partnership, firm or company) in which Bidco and/or such
undertakings (aggregating their interests) have a Significant Interest; and
"Wider essensys Group" essensys and associated undertakings and any other body corporate,
partnership, joint venture or person in which essensys and such undertakings
(aggregating their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
References to the singular include the plural and vice versa.
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