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Mark Furness, identified as an Offeror, filed a Public Opening Position Disclosure (Form 8 (OPD)) regarding essensys plc on 12 December 2025. Furness reported owning 19,700,000 essensys plc ordinary shares of £0.25 each, representing 30.42% of the company, and held rights to subscribe for 700,000 ordinary shares for which performance conditions had not been met. Additionally, individuals acting in concert with Furness disclosed holdings in essensys plc, including Terry Leahy (1,622,321 shares or 2.51%), David Leahy (7,500 shares or 0.01%), and William Currie & close relatives and William Currie Investments Ltd (2,356,891 shares or 3.64%).
| Date | 12 Dec 2025 |
| Time | 10:02:43 |
| Category | Holding(s) in company |
| ID | 3910L |
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser: |
Mark Furness |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
essensys plc |
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(d) Is the discloser the offeror or the offeree? |
Offeror |
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(e) Date position held: The latest practicable date prior to the disclosure |
12 December 2025 |
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security:
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Ordinary Shares of £0.25 each |
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|
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
19,700,000 |
30.42 |
Nil |
0 |
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(2) Cash-settled derivatives:
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Nil |
0 |
Nil |
0 |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
0 |
Nil |
0 |
|
TOTAL: |
19,700,000 |
30.42 |
Nil |
0 |
*Mark Furness is founder and non-executive director of essensys
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
1. (b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: |
Ordinary shares of £0.25 each |
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Details, including nature of the rights concerned and relevant percentages: |
Interest in shares pursuant to share awards granted to Mark Furness in February 2025 over 700,000 ordinary shares, pursuant to essensys plc's LTIP with an expiry date of February 2035. The vesting date and exercise price for these options are subject to certain performance conditions being met, as detailed in announcement released by essensys plc on 11 February 2025. Further information on the terms is expected to be published in essensys plc's annual report and accounts for the financial year ended 2025. The performance conditions have not been met and the options are therefore expected to lapse. |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
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Persons acting in concert with Mark Furness
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*Will be shareholders in a BidCo being incorporated as Offeror
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
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None |
(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
No |
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Supplemental Form 8 (SBL) |
No |
Date of disclosure: |
12 December 2025 |
Contact name: |
Rory O'Sullivan, Kroll Securities Limited |
Telephone number: |
+442070894810 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.