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: 

[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:

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 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:

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. 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, 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.