REG - essensys PLC - Compulsory Acquisition and Closure of Offer

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RNS Number : 2318E  essensys PLC  14 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 
14 May 2026

RECOMMENDED CASH OFFER

for

essensys plc ("essensys")

by

essensys Bidco Limited ("Bidco")

Compulsory Acquisition

and

Closure of Offer

Introduction

On 24 February 2026, Bidco and the essensys Independent Directors announced
that they had reached agreement on the terms of a recommended cash offer for
the entire issued and to be issued ordinary share capital of essensys by Bidco
(other than those essensys Shares held by or contracted to be acquired by or
on behalf of Bidco) at a price of 17 pence per essensys Share (the "Offer").

On 9 March 2026, Bidco and the essensys Independent Directors announced that
the offer document in relation to the Offer (the "Offer Document"),
containing, among other things, a letter from the independent committee of
essensys, a letter from the sole director of Bidco, the full terms and
Conditions of the Offer, an expected timetable of principal events and details
of the action to be taken by essensys Shareholders, were published, posted and
made available to essensys Shareholders (other than essensys Shareholders
resident or located in a Restricted Jurisdiction).

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

essensys Shareholders are reminded that the Offer became unconditional on 8
May 2026 and that essensys made an application to the London Stock Exchange
for the cancellation of the admission to trading of essensys Shares on AIM on
11 May 2026.

Compulsory acquisition

As announced on 8 May 2026, Bidco announced that it had received valid
acceptances of the Offer had been received in respect of a total of
39,936,787 essensys Shares, representing 97.01 per cent. of essensys's
existing issued ordinary share capital, which Bidco may count towards the
satisfaction of the Acceptance Condition.  Accordingly, Bidco will begin the
implementation of the compulsory acquisition procedure to acquire the
remaining essensys Shares in respect of which the Offer has not been accepted
under Chapter 3 of Part 28 of the Companies Act, as contemplated by the Offer
Document.

Bidco will shortly dispatch formal compulsory acquisition notices (the
"Notices") pursuant to sections 979 and 980 of the Companies Act, to those
essensys Shareholders who have not yet accepted the Offer (the "Non-Assenting
Shareholders"). The Notices set out Bidco's intention to acquire any remaining
essensys Shares in respect of which the Offer has not been accepted on a
compulsory basis on the same terms as the Offer.

On the expiry of six weeks from the date of the Notices, being 11.59 p.m. on
26 June 2026 (the "Expiry Date"), unless a Non-Assenting Shareholder has
applied to the Court and the Court orders otherwise, the essensys Shares held
by the Non-Assenting Shareholders will be acquired compulsorily by Bidco on
the same terms as the Offer. The consideration to which those essensys
Shareholders will be entitled will be held by essensys on trust on behalf of
those essensys Shareholders who have not accepted the Offer.

Notice of Offer closing

Bidco announces that the Offer will close for acceptances at 1.00 p.m. on 28
May 2026, being 14 calendar days after the date of this Announcement.

Action to be taken by essensys Shareholders to accept the Offer

essensys Shareholders who have not yet accepted the Offer are strongly urged
to do so as soon as possible but in any event by no later than 1.00 p.m. on 28
May 2026.

The procedures for acceptance of the Cash Offer and, for those who wish to do
so (other than essensys Shareholders resident or located in a Restricted
Jurisdiction), to elect for the Alternative Offer, are set out in paragraph 16
of Part 2 (Letter from essensys Bidco Limited) of the Offer Document.
Acceptances of the Offer in respect of essensys Shares held in certificated
form (that is, not in CREST) should be made by completing and returning the
Form of Acceptance accompanying the Offer Document, together with the share
certificate(s) and/or other documents of title, as soon as possible and in any
event so as to be received by the Receiving Agent, Equiniti Limited, by no
later than 1.00 p.m. on 28 May 2026. Acceptances in respect of uncertificated
essensys Shares (that is, in CREST) should be made electronically through
CREST so that the TTE Instruction settles as soon as possible, and in any
event, no later than 1.00 p.m. on 28 May 2026. If essensys Shareholders are a
CREST sponsored member, they should refer to their CREST sponsor as only their
CREST sponsor will be able to send the necessary TTE Instruction(s) to
Euroclear.

Currency and settlement

Each essensys Shareholder electing for the Cash Offer will receive the Cash
Consideration which is payable to them under the Offer in respect of their
essensys Shares in pounds Sterling. Each essensys Shareholder electing for the
Alternative Offer will be issued the New Bidco Shares in certificated form.

 

essensys Shareholders should note that if they accept the Offer while the
Offer remains open (i.e. by 1.00 p.m. on 28 May 2026), they will receive the
consideration in respect of their essensys Shares within 14 calendar days of
receipt of such acceptance. However, for any essensys Shares which Bidco
compulsorily acquires, those essensys Shareholders who have not accepted the
Offer will not receive their consideration until after the completion of the
compulsory acquisition procedure on the Expiry Date.

Questions

If essensys Shareholders have any questions about this Announcement, the Offer
Document or the accompanying document(s), please contact Equiniti during
business hours only (8.30 a.m. to 5.30 p.m. Monday to Friday excluding public
holidays in England and Wales) on +44 (0)371 384 2050. For deaf and speech
impaired shareholders, calls are welcomed via Relay UK. Please see
www.relayuk.bt.com (http://www.relayuk.bt.com/) for more information. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Equiniti's helpline cannot provide advice on the merits of the Offer nor
give any financial, legal or tax advice.

Enquiries:

 essensys Bidco Limited                                                          +44 (0) 203 102 5256
 Mark Furness
 Kroll Securities Limited (Financial Adviser to Bidco)                           +44 (0) 020 7089 4700
 Rory O'Sullivan / Joseph Smart
 essensys plc                                                                    +44 (0)20 3102 5252
 James Lowery, Chief Executive Officer
 Canaccord Genuity Limited (Nominated Adviser and Corporate Broker to essensys)  +44 (0)20 7523 8000
 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 (the "FCA"), 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 FCA in the United Kingdom, is acting exclusively for essensys
and for no one else in connection with the Acquisition and/or any other matter
referred to in this Announcement and will not be responsible to anyone other
than essensys for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in relation to the matters referred to herein.
Neither Canaccord Genuity nor any of its affiliates (nor any of its or their
respective directors, officers, employees, representatives or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord Genuity in connection with this
Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, or the solicitation of any vote or approval
in any jurisdiction in which such offer or solicitation is unlawful, pursuant
to the Acquisition or otherwise. The Acquisition is being made solely by means
of the Offer Document (or in the event, with the consent of the Panel, that
the Acquisition is to be implemented by means of a Scheme, the scheme
document) and the Form of Acceptance (in respect of certificated essensys
Shares) which contains the full terms and Conditions of the Acquisition,
including details of how the Offer may be accepted.

This Announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Offer Document and, in the case of
certificated essensys Shares, the related Form of Acceptance. The Offer is
being made solely through the Offer Document and, in the case of certificated
essensys Shares, the Form of Acceptance, and any acceptance of the Offer
should be made only on the basis of the information contained in the Offer
Document and, in the case of certificated essensys Shares, the Form of
Acceptance.

Overseas Shareholders

The release, publication or distribution of this Announcement and the issue of
the New Bidco Shares issued under the Alternative Offer in jurisdictions other
than the United Kingdom may be restricted by law and/or regulations. No action
has been taken by essensys or Bidco to obtain any approval, authorisation or
exemption to permit the issue of the New Bidco Shares under the Alternative
Offer possession or distribution of this Announcement (or any other publicity
material relating to the New Bidco Shares) in any jurisdiction, other than in
the United Kingdom.

It is the responsibility of any Overseas Shareholders to satisfy themselves as
to the full observance of the laws and regulations of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or duties or payments due in such jurisdiction. Any
failure to comply with such restrictions or requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition and the New Bidco
Shares issued under the Alternative Offer shall not be made available, in
whole or in part, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws or regulations in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into
or from any Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.

The Acquisition is subject to the applicable requirements of, the Takeover
Code, the Panel, the London Stock Exchange and the AIM Rules.

Further details in relation to Overseas Shareholders are contained in the
Offer Document.

Additional information for US investors

The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Cash Offer will be made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Exchange Act and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Cash Offer will be subject to the disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law. US
holders of essensys Shares should note that essensys is not listed on a US
securities exchange and is not subject to the periodic reporting requirements
of the US Exchange Act, and is not required to, and does not, file any reports
with the US Securities and Exchange Commission thereunder. The Cash Offer will
be made in the United States by Bidco and no one else.

If, in the future, Bidco exercises its right to implement the Cash Offer by
way of a Scheme, which is to be made into the United States, such Scheme will
be made in compliance with the applicable U.S. law and regulation.

Furthermore, the payment and settlement procedure with respect to the Cash
Offer will comply with the relevant United Kingdom rules, which differ from US
payment and settlement procedures, particularly with regard to the date of
payment of consideration.

essensys Shareholders located or resident in the US (or who are otherwise US
persons as such term is defined in Regulation S under the US Securities Act)
will not be permitted to elect receipt of the New Bidco Shares pursuant to the
Alternative Offer. No offer of such New Bidco Shares is being made in the US,
and any purported election to receive New Bidco Shares pursuant to the
Alternative Offer by essensys Shareholders from the US, or which, at the sole
discretion of Bidco, appear to be made in respect of essensys Shares
beneficially held by persons located or resident in the US or who otherwise
appear to be US persons will not be accepted. Accordingly, essensys
Shareholders located or resident in the US or who are otherwise US persons
will receive cash pursuant to the Cash Offer, and no New Bidco Shares will be
issued to any such essensys Shareholder. The New Bidco Shares have not been
and will not be registered under the US Securities Act or under US securities
laws, and will not be listed on any stock exchange in the US, and may not be
offered, sold or delivered, directly or indirectly, in, into or from the US
absent registration or an applicable exemption from registration requirements
of the US Securities Act and applicable state securities laws.

Non-US essensys Shareholders will be deemed, by electing receipt of the New
Bidco Shares pursuant to the Alternative Offer, to represent and warrant, on
behalf of themselves and any person on whose behalf they beneficially hold
their essensys Shares, that they: (i) are not located or resident in the US or
otherwise a US person; and (ii) are not electing receipt of New Bidco Shares
pursuant to the Alternative Offer with a view to, or for offer or sale of New
Bidco Shares in connection with, any distribution thereof (within the meaning
of the US Securities Act) in the US or to US persons.

In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, Bidco, its affiliates, their advisors and nominees
or brokers (acting as agents) may make certain purchases of, or arrangements
to purchase, essensys Shares outside the Offer, such as in open market
purchases or privately negotiated purchases, during the offer period and the
period in which the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made outside the US
and would comply with applicable law and regulation, including those of the
United Kingdom and the US Exchange Act. Any such purchases by Bidco or its
affiliates will not be made at prices higher than the price of the Offer
provided in this Announcement unless the price of the Offer is increased
accordingly. Any information about such purchases or arrangements to purchase
shall be disclosed as required under United Kingdom laws and will be available
to all investors (including US investors) via the Regulatory Information
Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) . To the
extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.

It may be difficult for US holders of essensys Shares to enforce their rights
and any claim arising out of the US securities laws in connection with the
Offer, since Bidco and essensys are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of essensys Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

Neither the Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer or the New Bidco Shares, or determined if the
information contained in this Announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Cash Offer by a US holder as consideration
for the transfer of its essensys Shares pursuant to the Cash Offer will likely
be a taxable transaction for US federal (and applicable state and local)
income tax purposes. EACH US HOLDER IS URGED TO CONSULT THEIR TAX ADVISOR
REGARDING THE TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH IN EXCHANGE FOR
THEIR ESSENSYS SHARES PURSUANT TO THE CASH OFFER.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of: (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by essensys Shareholders and other relevant persons for the receipt
of communications from essensys may be provided to Bidco during the Offer
Period as requested under Section 4 of Appendix IV of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this Announcement will be made available free of charge (subject to
certain restrictions relating to persons resident in Restricted Jurisdictions)
on essensys's website at https://www.essensys.tech (https://essensys.tech/) ,
by no later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, neither the content of this website
nor of any website accessible from any hyperlinks set out in this Announcement
are incorporated into or form part of this Announcement.

essensys Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form by writing to Equiniti Limited,
Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA or by calling
Equiniti Limited on telephone number +44 (0)371 384 2050 between 8.30 a.m. and
5.30 p.m., Monday to Friday (excluding public holidays). If you have received
this Announcement in electronic form, copies of this Announcement and any
document or information incorporated by reference into this Announcement will
not be provided unless such a request is made.

General

If essensys Shareholders are in any doubt about the contents of this
Announcement or the 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.

 

 

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