Recommended Cash Offer

Summary by AI ^BETAClose X

essensys plc has agreed to a recommended cash offer from essensys Bidco Limited at 17 pence per share, valuing the company at approximately £11.3 million. This offer represents a premium of 9.7% to the closing price on November 27, 2025, and 11.3% to the one-month volume-weighted average price. Shareholders can also elect for an alternative offer of one new Bidco share for each essensys share, though the independent directors cannot advise on its fairness due to its non-voting and illiquid nature. The essensys Independent Directors unanimously recommend the cash offer, citing certainty of value and the benefits of private ownership for future growth, despite recent revenue declines and cash burn. The acquisition is expected to complete in the second quarter of 2026.

Disclaimer*

essensys PLC

24 February 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 February 2026

RECOMMENDED CASH OFFER

for

essensys plc ("essensys")

essensys Bidco Limited ("Bidco")

(a newly incorporated company)

Summary

The board of directors of Bidco and the essensys Independent Directors are pleased to announce that they have agreed the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of essensys by Bidco (other than those essensys Shares held or contracted to be acquired by or on behalf of Bidco) to be implemented by way of a takeover offer within the meaning of Chapter 3 of Part 28 of the Companies Act (the "Offer").

Bidco is a recently incorporated company formed specifically for the purpose of making the Offer and is backed by Mark Furness and members of the Concert Party. Further details on Bidco and the Concert Party are set out below.

Under the terms of the Offer, which is subject to the Conditions and further terms set out in Appendix I to this Announcement, in the Offer Document and, in respect of certificated essensys Shares, the Form of Acceptance, each essensys Shareholder shall be entitled to receive:

17 pence in cash for each essensys Share held (the "Cash Offer")

The Cash Offer values the entire issued and to be issued ordinary share capital of essensys at approximately £11.3 million. The Offer Price represents:

a premium of approximately 9.7 per cent. to the Closing Price per essensys Share of 15.5 pence on 27 November 2025 (being the last Business day prior to the commencement of the Offer Period);
a premium of approximately 11.3 per cent. to the volume weighted average price per essensys Share of 15.3 pence for the one-month period ended 27 November 2025 (being the last Business Day prior to the commencement of the Offer Period); and
a premium of approximately 2.8 per cent. to the volume weighted average price per essensys Share of 16.5 pence for the three-month period ended on 23 February 2026 (being the last Business Day prior to this Announcement (the "Latest Practicable Date")).

In considering the financial terms of the Cash Offer and determining whether the Cash Offer reflects an appropriate valuation of essensys and its future prospects, the essensys Independent Directors have taken into account a number of factors including that the Cash Offer represents:

· a level of certainty and acceleration of delivering value to essensys Shareholders weighed against the essensys Independent Directors' internal valuation of the business net of inherent significant business execution risks underpinning the delivery of future value; and

· a premium to the essensys Closing Price immediately prior to the commencement of the Offer Period whilst also providing essensys Shareholders with certainty of value in cash.

As an alternative to the Cash Offer, accepting essensys Shareholders (other than essensys Shareholders resident or located in a Restricted Jurisdiction) may elect to receive one New Bidco Share for each essensys Share held (the "Alternative Offer"). The New Bidco Shares will be issued within 14 days of the Unconditional Date. The New Bidco Shares do not carry any voting rights.

An estimate of the value of the New Bidco Shares and the Alternative Offer will be included in the Offer Document.

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement, and to be set out in full in the Offer Document and, in respect of essensys Shares held in certificated form, the accompanying Form of Acceptance and will only become Effective if, amongst other things, the Acceptance Condition has been satisfied. The Acceptance Condition has been set at a level which, in order to be satisfied, requires Bidco to have acquired or contracted to acquire whether by way of acceptance to the Offer or otherwise, essensys Shares carrying in aggregate 90 per cent. of essensys Shares to which the Offer relates (or such lesser percentage as Bidco may decide (being not less than 50 per cent. of the voting rights of essensys Shares normally exercisable at a general meeting of essensys) by no later than 1.00 p.m. on the Unconditional Date (or such later time(s) and/or date(s) as Bidco may, with the consent of the Panel, decide)). The Offer shall lapse if the Offer does not become Effective by the Long Stop Date.

If, on or after the date of this Announcement, and prior to the Unconditional Date, any dividend and/or other distribution and/or return of capital is announced, declared, made or paid or becomes payable in respect of essensys Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Offer for essensys Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Offer Document to the Cash Consideration payable under the terms of the Offer will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, the relevant essensys Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or return of capital. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Offer. For the further avoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect of those underlying vested shares are not to be construed as a dividend, distribution or return of capital for the purposes of this paragraph.

Information on essensys

Founded in 2006 and admitted to trading on AIM since 2019, essensys is a provider of software and technology to landlords and flexible workspace operators who use essensys's software and technology to manage and run their workspaces. Under new leadership in the last 12 months, essensys has simplified its go-to-market strategy around two core offerings: essensys Platform and elumo.

The essensys Platform is a software-as-a-service solution that delivers enterprise grade wi-fi seamlessly across portfolios of multi-tenant workspaces, while at the same time providing data insights to optimise performance. The essensys Group's latest offering elumo, launched in March 2025, provides customers with a new way to manage and monetise bookable flexible workspaces. The integrated bookings and access solution aims to transform meeting rooms and shared spaces into revenue generating assets. The essensys offerings have been designed and developed to help solve the complex operational challenges faced by multi-site flexible workspace operators as they grow and scale their operations.

essensys operates across four locations (London, New York, Sydney, and Amsterdam), servicing customers across the UK, Europe, North America and Asia-Pacific.

Recommendation by the essensys Independent Directors

The essensys Board has formed an independent committee comprising the essensys Independent Directors to consider the Acquisition and determine on behalf of the essensys Board whether to recommend essensys Shareholders to accept the Cash Offer and the Alternative Offer. The essensys Independent Directors comprise all of the essensys Directors other than Mark Furness, who is deemed to have a conflict of interest through being a controlling shareholder of Bidco.

The essensys Independent Directors, who have been so advised by Canaccord Genuity Limited ("Canaccord Genuity") as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the essensys Independent Directors, Canaccord Genuity has taken into account the commercial assessments of the essensys Independent Directors. Canaccord Genuity is providing independent financial advice to the essensys Independent Directors for the purposes of Rule 3 of the Takeover Code.

The essensys Independent Directors confirm that they intend to recommend unanimously that essensys Shareholders accept (or procure or instruct acceptance of) the Cash Offer.

Jon Lee, the only essensys Independent Director who has an interest in essensys Shares, who is intending to step down from the essensys Board on or around the Unconditional Date, has irrevocably undertaken to accept (or procure or instruct acceptance of) the Cash Offer in respect of his own entire beneficial holding over which he controls the voting rights (and the beneficial holdings of his connected persons), having taken into account that the essensys shareholding is in an ISA and a SIPP, the rules of which preclude holding shares in a private company. Jon Lee's interest amounts to 128,635 essensys Shares representing approximately 0.20 per cent. of the ordinary share capital of essensys in issue at close of business on the Latest Practicable Date.

Canaccord Genuity is unable to advise the essensys Independent Directors as to whether or not the terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact of the advantages and disadvantages of the Alternative Offer for individual essensys Shareholders including, in terms of the advantages, amongst other things, the ability to participate in any future value creation of essensys and, in terms of the disadvantages, amongst other things, the terms of the New Bidco Shares, including the fact that they are non-voting, illiquid, and the level of uncertainty in their future value.

The essensys Independent Directors have reviewed the terms of the Alternative Offer and acknowledge that it provides an opportunity for essensys Shareholders to remain interested in essensys in a private company environment and duly noted the advantages and disadvantages of the Alternative Offer highlighted in section 5 of this Announcement. However, for the reasons set out section 6 of this Announcement, the essensys Independent Directors are unable to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to essensys Shareholders as to whether or not they should elect for the Alternative Offer. essensys Shareholders should have regard to their own particular circumstances and are encouraged to obtain their own independent financial advice when deciding whether or not to elect for the Alternative Offer.

Information on Bidco and the Concert Party

Bidco

Bidco is a private limited company incorporated under the Companies Act on 16 February 2026. Bidco was formed for the purposes of implementing the Offer and is an entity controlled by Mark Furness. Mark Furness is the founder, previous chief executive officer and a non-executive director of essensys.

Bidco does not currently have any subsidiaries or subsidiary undertakings. The sole director of Bidco is Mark Furness. Bidco has not traded since the date of its incorporation and has not entered into any obligations, other than in connection with the Offer and the financing of the Offer. Bidco has no employees and no existing business, nor at the Latest Practicable Date, has Bidco incurred liabilities nor generated assets save in connection with the Offer. It is not intended that there will be any material changes to Bidco aside from the implementation of the Offer and associated financing. With effect from completion of the Offer, save for such assets and liabilities, the earnings, assets and liabilities of Bidco will therefore comprise the consolidated earnings, assets and liabilities of essensys on the completion date.

The Concert Party

The issued share capital of Bidco at the Latest Practicable Date comprises 100 A Ordinary Shares held by Mark Furness, Terry Leahy and William Currie who, along with David Leahy, William Currie Investments Ltd and Stephanie Currie, are each considered to be acting in concert with Bidco and each other for the purposes of the Offer (the "Concert Party"). The Concert Party's current shareholdings in essensys are as follows:

Name	Number of essensys Shares held	Percentage of essensys Shares held (%)
Mark Furness	19,700,000	30.40
William Currie[1]	2,356,891	3.64
Terry Leahy	1,622,321	2.50
David Leahy	7,500	0.01
Total	23,686,712	36.55

[1] Includes 1,903,482 essensys Shares held by William Currie Investments Ltd, 423,409 essensys Shares held by William Currie and 30,000 essensys Shares held by Stephanie Currie.

The Concert Party is constituted by Mark Furness, the essensys founder, and three long standing, experienced investors in essensys and the UK technology sector. Each member of the Concert Party has entered into a share purchase agreement with Bidco (the "Bidco SPAs") pursuant to which they have, conditionally upon the Offer being declared unconditional, agreed to sell their essensys Shares to Bidco in exchange for the issue of an equivalent number of B Ordinary Shares in Bidco.

In addition, each of Mark Furness, William Currie and Terry Leahy have, conditionally upon the Offer being declared unconditional, agreed to subscribe for additional A Ordinary Shares in Bidco.

Further, each of David Leahy and William Currie have, conditionally upon the Offer being declared unconditional, committed to make a £450,000 equity investment into Bidco and have agreed to subscribe for 2,647,058 additional B Ordinary Shares in Bidco at 17 pence per share in cash.

Assuming full take up of the Alternative Offer (including by those parties providing irrevocable undertakings and who have confirmed they will elect to accept the Alternative Offer), the share capital of Bidco following the Unconditional Date will consist of 10,100 A Ordinary Shares and 71,773,262 B Ordinary Shares of which 5,294,116 will be New Bidco Shares.

Assuming full take up of the Cash Offer (except by those parties providing irrevocable undertakings and who have confirmed they will elect to accept the Alternative Offer), the share capital of Bidco following the Unconditional Date will consist of 37,334,689 A Ordinary Shares and 34,448,673 B Ordinary Shares of which 5,294,116 will be New Bidco Shares.

Irrevocable undertakings and letters of intent

In addition to the irrevocable undertaking from Jon Lee and the Bidco SPAs referred to above, Bidco has received irrevocable undertakings and letters of intent as follows:

· irrevocable undertakings from each of Barry Clark, Ian ('Bryn') Sadler, Michael Guest, David Kinnaird, Liam Kavanagh and Michael Grant to accept (or procure or instruct the acceptance of) the Offer in respect of their own entire beneficial holdings over which they control the voting rights (and the beneficial holdings of their connected persons) in each case in respect of a total of 5,313,167 essensys Shares, representing approximately 8.20 per cent. of the ordinary share capital of essensys in issue at close of business on the Latest Practicable Date. These essensys Shareholders have irrevocably undertaken to elect to accept the Alternative Offer;

· irrevocable undertakings from each of Ben Perkins, Oliver Wycherley, Emmanuel Afful, Shenel (Senel) Unal, Aleksandra Telebak, Brian Kavanagh, Andrew Debenham, Darren Chadwick, Paul Economides and Alan Pepper to accept (or procure or instruct the acceptance of the Offer) in respect of their own entire beneficial holdings over which they control the voting rights (and the beneficial holdings of their connected persons) in each case in respect of a total of 1,006,191 essensys Shares, representing approximately 1.55 per cent. of the ordinary share capital of essensys in issue at close of business on the Latest Practicable Date.; and

· a letter of intent from Canaccord Genuity Asset Management, confirming the intention to accept the Offer in each case in respect of a total of 6,860,000 essensys Shares, representing approximately 10.58 per cent. of the ordinary share capital of essensys in issue at close of business on the Latest Practicable Date.

Bidco has therefore received commitments under the Bidco SPAs, and indications of support to accept, or procure or instruct the acceptance of the Offer in respect of a total of 36,994,705 essensys Shares, representing approximately 57.08 per cent. of the ordinary share capital of essensys in issue at close of business on the Latest Practicable Date.

Further details of the irrevocable undertakings and letters of intent received by Bidco are set out in Appendix III to this Announcement.

Timetable and Conditions

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Chapter 3 of Part 28 of the Companies Act (although Bidco reserves the right to implement the Acquisition by way of a Scheme, subject to the consent of the Panel).

The Offer will extend to all essensys Shares which are in issue as at the date of this Announcement and any essensys Shares which may be unconditionally allotted and/or issued and fully paid (or credited as fully paid) before the Offer closes (or such earlier date as Bidco may, subject to the Takeover Code, decide including any such shares allotted or issued pursuant to the exercise or (where applicable) conversion of share options).

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and the full terms of the Offer and the Conditions will be set out in the Offer Document and, in respect of certificated essensys Shares, the Form of Acceptance, which will be sent to essensys Shareholders as soon as practicable and in any event within 28 days of the date of this Announcement, other than in relation to a Restricted Jurisdiction.

Subject to the satisfaction or (if permitted) waiver of the Conditions and further terms set out in Appendix I to this Announcement, it is expected that the Offer will become or be declared unconditional during the second quarter of 2026.

Cancellation of admission to trading and re-registration

After the Offer becomes or is declared unconditional and if Bidco has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire essensys Shares carrying 90 per cent. or more of the voting rights of essensys, it is intended that Bidco shall procure that essensys makes a request to the London Stock Exchange for the cancellation of the admission to trading of essensys Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional, subject to compliance with applicable requirements of the AIM Rules.

It is also intended that, following the Offer becoming or being declared unconditional, and assuming the cancellation of trading of essensys Shares on AIM, Bidco will procure that essensys is re-registered as a private limited company.

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of essensys Shares to which the Offer relates, and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), Bidco intends to exercise its rights pursuant to sections 974 - 991 of the Companies Act to acquire compulsorily any essensys Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Offer or otherwise on the same terms as the Offer.

Commenting on the Acquisition, Jon Lee, Chair of essensys, said:

"essensys has built a leading position supporting the global flexible workspace sector through its differentiated technology platform and continued product innovation and the essensys Board remains confident in the essensys Group's long-term strategic opportunity.

The essensys Independent Directors have considered a range of options for essensys's future, in particular both the execution risks and capital requirements associated with delivering the next phase of growth in a public market environment. We believe that the Cash Offer provides essensys Shareholders with a certain value today, while also recognising the strategic merits of the Company operating in a private setting. It is our view that private ownership will provide essensys with greater flexibility to focus on long-term strategic priorities, customer delivery and product innovation, without the short-term pressures and reporting requirements associated with being admitted to trading on AIM.

We also recognise that with appropriate access to capital and operational support, essensys can accelerate growth, enhance efficiency and unlock further value creation. Accordingly, the essensys Independent Directors consider the terms of the Acquisition to be fair and reasonable and recommend that essensys Shareholders accept the Cash Offer."

Commenting on the Acquisition, Mark Furness of Bidco, said:

"I founded essensys almost 20 years ago and remain its largest shareholder. In recent years, we have undertaken significant work to reshape the business - strengthening our digital experience capabilities, deepening relationships with blue-chip global customers and materially improving our cost base and operational discipline. essensys Platform has been repositioned to meet evolving market needs, and elumo, following a long and complex development journey, is now at the beginning of its commercial rollout.

However, trading volatility and continued weakness in the Company's share price mean that, in my view, essensys cannot sustainably continue as a quoted company in its current form. The costs, constraints and short-term pressures associated with a public quotation are increasingly disproportionate to the Company's scale and to the investment required to realise the opportunity ahead.

I believe essensys now needs to operate as a private company with greater agility, a lower structural cost base and a longer-term horizon. Together with other longstanding investors, we are providing additional capital to strengthen the balance sheet and support this transition. This offer provides essensys Shareholders with the opportunity either to realise their investment in cash or to elect for the share alternative and continue the journey with us in a more stable, private company environment."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement including its Appendices.

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this summary and this Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to this Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

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

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for essensys and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than essensys for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this Announcement, any statement contained herein or otherwise.

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

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

Bidco will prepare the Offer Document and the Form of Acceptance (in respect of certificated essensys Shares) to be distributed to essensys Shareholders (other than essensys Shareholders in Restricted Jurisdictions). essensys and Bidco urge essensys Shareholders to read the Offer Document and the Form of Acceptance (in respect of certificated essensys Shares) when they become available because they will contain important information relating to the Acquisition.

Overseas Shareholders

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

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

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition and the New Bidco Shares issued under the Alternative Offer shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

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

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

Additional information for US investors

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

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

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

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

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

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 February 2026

RECOMMENDED CASH OFFER

for

essensys plc ("essensys")

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")).

· 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

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 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.

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 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

The Concert Party

Name	Number of essensys Shares held	Percentage of essensys Shares held (%)
Mark Furness	19,700,000	30.40
William Currie[1]	2,356,891	3.64
Terry Leahy	1,622,321	2.50
David Leahy	7,500	0.01
Total	23,686,712	36.55

[1] Includes 1,903,482 essensys Shares held by William Currie Investments Ltd, 423,409 essensys Shares held by William Currie and 30,000 essensys Shares held by Stephanie Currie.

The Concert Party is constituted by Mark Furness, the essensys founder, and three long standing, experienced investors in essensys and the UK technology sector.

Each member of the Concert Party has entered into a share purchase agreement with Bidco (the "Bidco SPAs") pursuant to which they have, conditionally upon the Offer being declared unconditional, agreed to sell their essensys Shares to Bidco in exchange for the issue of an equivalent number of B Ordinary Shares in Bidco.

In addition, each of Mark Furness, William Currie and Terry Leahy have, conditionally upon the Offer being declared unconditional, agreed to subscribe for additional A Ordinary Shares in Bidco.

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.

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

essensys operates across four locations (London, New York, Sydney, and Amsterdam), servicing customers across the UK, Europe, North America and Asia-Pacific.

12. essensys PDMR Share Options

Further to the announcement released by essensys on 11 February 2025, essensys granted a total of 1,855,000 options (the "essensys PDMR Share Options") over essensys Shares under the essensys Share Option Plan to the following essensys Directors and persons discharging managerial responsibilities:

Name of essensys PDMR	Number of essensys Options
Mark Furness	700,000
James Lowery	500,000
Greg Price	300,000
James Shannon	355,000
Total	1,855,000

Following careful consideration, the remuneration committee of essensys (the "essensys Remuneration Committee") has concluded that the cash performance target for the period ending 31 July 2026 is unlikely to be achieved and, therefore, the essensys PDMR Share Options are unlikely to vest. Accordingly, the essensys Remuneration Committee has decided not to accelerate the vesting of the essensys PDMR Share Options in the event that the Offer is declared unconditional.

13. Directors, employees, pensions, research and development and locations

Bidco's strategic plans for essensys

Bidco believes that essensys is a leading global provider of software and technology for flexible, digitally-enabled buildings, spaces and portfolios. However, it believes that in order to maximise essensys's future potential, it will be better suited to a private company environment where, with Bidco's close support and assistance, management will be able to concentrate on the more efficient delivery of its medium term business plan, within a simplified corporate structure, free from the requirement to meet the public equity market's shorter term expectations.

Mark Furness co-founded essensys in 2006 and has led the business and spent a significant amount of time with essensys's executive team. This has enabled him to evaluate the long term strategic and operational plans that the executive team has for essensys.

Employees and executive team

Bidco does not intend to make any material changes to the continued employment of essensys employees or the balance of skills and functions of essensys employees and management. It is expected that the current executive and non-executive essensys Directors will resign from the essensys Board and be replaced by directors appointed by Bidco on or shortly following the Unconditional Date, and once the admission of essensys Shares to trading on AIM is cancelled and essensys has re-registered as a private limited company.

Existing employment rights and pensions

Bidco believes that the expertise and experience of essensys's employees are a key factor in its ongoing success.

Accordingly, following completion of the Acquisition, Bidco intends that the existing contractual and statutory employment rights of all essensys's management team and employees, including with regard to pensions, will be fully safeguarded in accordance with applicable law.

Bidco does not intend to make any material changes to the conditions of employment or the balance of skills and functions of essensys's employees as a result of the Acquisition.

Following completion of the Acquisition, Bidco does not intend to make any changes with regard to the agreed employer contributions into essensys's existing pension scheme(s).

Bidco does not intend to make any change to the terms and conditions of essensys's pension schemes and intends for the employer to continue making contributions in line with the current arrangements.

Management incentive arrangements

Bidco has not entered into, and has not had any discussions on proposals to enter into, any form of incentive arrangements with members of essensys's management. Bidco intends to put in place appropriate long-term incentive arrangements for essensys's executive team following the completion of the Acquisition.

Share option schemes

Bidco will also make in due course appropriate proposals to participants of the essensys Share Options Plan regarding the effect of the Offer on their rights under the respective schemes and provide them with further details concerning the proposals which will be made to them in due course in accordance with Rule 15 of the Takeover Code. Details will be set out in separate letters to be sent to participants in the essensys Share Option Plan.

Headquarters, locations, fixed assets and research and development

Bidco does not intend to undertake any material restructurings or change in the locations of essensys's fixed assets or places of business beyond the ordinary course. Bidco does not intend to change the location or functions of essensys's headquarters in London.

Bidco does not intend to make any changes to essensys's research and development function, except for potential investments to strengthen these capabilities.

Trading facilities

essensys Shares are currently admitted to trading on the AIM market of the London Stock Exchange. As set out in paragraph 18, a request will be made to the London Stock Exchange to cancel the trading of essensys Shares on AIM.

Post-offer undertakings

None of the statements in this paragraph 13 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

View of the essensys Independent Directors

In addition to the financial terms of the Cash Offer, the essensys Independent Directors have, in considering the Cash Offer, given due care and consideration to Bidco's intentions for essensys's business with respect to its strategy and future operations, its employees and other stakeholders as stated above.

The essensys Independent Directors note the importance that Bidco attributes to the knowledge, skills and experience of essensys's management and employees, who will continue to be fundamental to the essensys's long-term success. Specifically, the essensys Independent Directors welcome Bidco's assurances that it has no intention to make any material changes either to the headcount, or terms and conditions of employment, or in the balance of the skills and functions of the management and employees of essensys, nor to its existing headquarters location or headquarters functions.

14. Financing Arrangements

The Cash Consideration payable by Bidco pursuant to the Offer will be funded by way of debt commitments to be made available to Bidco under the Facility Agreement, pursuant to which a £10,000,000 secured term loan is available to Bidco to fund the Acquisition (and to pay the costs and expenses (other than periodic fees) incurred in connection therewith), and the general working capital of Bidco and its subsidiaries.

In connection with the Facility Agreement, Bidco will also grant GL 2024 Limited a warrant pursuant to which it shall be entitled to purchase any class of shares except A Ordinary Shares in Bidco up to an equivalent of 1.93% of the enlarged share capital of Bidco post-completion of the Acquisition.

In accordance with Rule 2.7(d) of the Takeover Code, Kroll, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable to essensys Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Offer Document.

15. Offer-related Arrangements

Confidentiality Agreement

Mark Furness and essensys entered into a confidentiality agreement on 28 November 2025 (the "Confidentiality Agreement") pursuant to which Mark Furness has undertaken to keep confidential certain information related to the Acquisition and to essensys and not to disclose it to third parties (other than to authorised recipients) unless required by law or regulation.

Under the terms of the Confidentiality Agreement, Mark Furness has also agreed to (i) customary non-solicitation provisions (subject to essensys's consent or waiver); and (ii) customary standstill provisions pursuant to which it has agreed that it will not (other than in limited circumstances) acquire any essensys Shares. The standstill restriction ceases immediately following the making of this Announcement.

16. Agreements to purchase

As set out in paragraph 9, each member of the Concert Party has entered into a Bidco SPA pursuant to which they have, conditionally upon the Offer being declared unconditional, agreed to sell their essensys Shares to Bidco in exchange for the issue of an equivalent number of B Ordinary Shares in Bidco.

Structure of the Acquisition

Offer

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Chapter 3 of Part 28 of the Companies Act.

Bidco will make the Offer through the despatch of the Offer Document and, in respect of essensys Shares held in certificated form, the accompanying Form of Acceptance, both of which will be posted to essensys Shareholders no later than 28 days after the date of this Announcement (unless otherwise agreed with the Panel), other than in relation to a Restricted Jurisdiction. The Offer Document will contain the formal terms of, and Conditions applicable to, the Offer.

Conditions

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement, and to be set out in full in the Offer Document and, in respect of essensys Shares held in certificated form, the accompanying Form of Acceptance, including, amongst others, the Acceptance Condition. The Acceptance Condition has been set at a level which, in order to be satisfied, requires Bidco to have acquired or contracted to acquire whether by way of acceptance to the Offer or otherwise, essensys Shares carrying in aggregate 90 per cent. of essensys Shares to which the Offer relates (or such lesser percentage as Bidco may decide (being not less than 50 per cent. of the voting rights of essensys Shares normally exercisable at a general meeting of essensys) by no later than 1.00 p.m. on the Unconditional Date (or such later time(s) and/or date(s) as Bidco may, with the consent of the Panel, decide). The Offer shall lapse if the Offer does not become Effective by the Long Stop Date.

Switching to a Scheme of Arrangement

Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Scheme ("Switch"). In the event of a Switch, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments (including to statutory voting requirements) to reflect the change in method of implementing the Offer, including in particular to the amendments referred to in Part C of Appendix I to this Announcement.

17. Cancellation of admission to trading and re-registration

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.

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:

essensys Bidco Limited	+44 (0) 203 102 5256
Mark Furness
Kroll Securities Limited (Financial Adviser to Bidco)	+44 (0) 020 7089 4700
Rory O'Sullivan / Joseph Smart / Lukas Heinze / Filipe Pereira
essensys plc	+44 (0)20 3102 5252
James Lowery, Chief Executive Officer
Greg Price, Chief Financial Officer
Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Corporate Broker to essensys)	+44 (0)20 7523 8000
Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Hayley-Stott
Gracechurch Group (Financial PR & IR Adviser to essensys)	+44 (0) 20 4582 3500
Heather Armstrong / Alexis Gore / Rebecca Scott	essensys@gracechurchpr.com

Reed Smith LLP is retained as legal adviser to Bidco. Osborne Clarke LLP is retained as legal adviser to essensys.

Important notices

Overseas Shareholders

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

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.

Forward looking statements

No profit forecasts, estimates or quantified financial benefits statements

Disclosure requirements of the Takeover Code

Electronic communications

Publication on website and availability of hard copies

Rounding

General

Time

All references to time in this Announcement are to London (UK) time, unless otherwise stated.

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

PART A

CONDITIONS TO THE OFFER

The Offer will be conditional upon:

Acceptance Condition

1. valid acceptances of the Offer having been received (and not validly withdrawn in accordance with the rules and requirements of the Takeover Code and the terms of the Offer) by no later than 1.00 p.m. on the Unconditional Date (or such other time(s) and/or date(s) as Bidco may, subject to the rules of the Takeover Code and, where applicable, with the consent of the Panel, specify) in respect of 90 per cent. (or such lesser percentage as Bidco may decide) of essensys Shares to which the Offer relates and of the voting rights attached to those shares, provided that: (i) this Condition will not be satisfied unless Bidco has acquired or agreed to acquire (whether pursuant to the Offer or otherwise), essensys Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of essensys (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any essensys Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise) (the "Acceptance Condition"); and (ii) unless the Panel consents otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions set out in paragraph 2 below have been satisfied or, if permitted, waived.

For the purposes of the Acceptance Condition:

A. essensys Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;

B. valid acceptances shall be deemed to have been received in respect of essensys Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco, whether by virtue of acceptance of the Offer or otherwise;

C. the expression "essensys Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act; and

D. all percentages of voting rights, share capital and relevant securities are to be calculated by reference to the number of issued essensys Shares excluding any and all shares held in treasury by essensys from time to time.

Other Conditions

2. In addition, the Offer will be conditional upon the following Conditions and, accordingly, the Offer will not become or be declared unconditional unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

2.1 Official authorisations, regulatory clearances and third party clearances

(a) the waiver (or non-exercise within any applicable time limits) by any relevant Third Party of any termination right, right of pre-emption, first refusal or similar right arising as a result of or in connection with the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, essensys by Bidco or any member of the Wider Bidco Group;

(b) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, essensys and all material Authorisations deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, essensys or any member of the Wider essensys Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider essensys Group has entered into contractual arrangements and all such material Authorisations, deemed necessary or appropriate to carry on the business of any member of the Wider essensys Group (where the absence of such Authorisation would have a material and adverse effect on the Wider essensys Group taken as a whole) including, without limitation, its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any Authorisations at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(c) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:

(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider essensys Group by any member of the Wider Bidco Group void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the approval or implementation of, or impose additional conditions or obligations with respect to, the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider essensys Group by any member of the Wider Bidco Group;

(ii) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider essensys Group of any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any case, is material in the context of the Wider Bidco Group or the Wider essensys Group in either case taken as a whole or in the context of the Offer;

(iii) require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in essensys;

(iv) impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider essensys Group or the Wider Bidco Group or to exercise voting or management control over any such member;

(v) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider essensys Group to an extent which is material in the context of the Wider Bidco Group or the Wider essensys Group in either case taken as a whole or in the context of the Offer;

(vi) other than pursuant to the implementation of the Offer, require any member of the Wider Bidco Group or the Wider essensys Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider essensys Group or any asset owned by any third party;

(vii) result in any member of the Wider essensys Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on to an extent which is material in the context of the Wider essensys Group;

(viii) impose any limitation on the ability of any member of the Wider Bidco Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to the Wider essensys Group taken as a whole or in the context of the Offer; or

(ix) otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider essensys Group or any member of the Wider Bidco Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any essensys Shares having expired, lapsed or been terminated;

(d) no undertakings or assurances being required from any member of the Wider Bidco Group or any member of the Wider essensys Group by the Secretary of State or any other Third Party, except on terms reasonably satisfactory to Bidco;

(e) all notifications, filings or applications which are necessary or reasonably considered to be appropriate having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations which are reasonably deemed to be reasonably necessary or appropriate in any jurisdiction for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, essensys by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider essensys Group or the Wider Bidco Group has entered into contractual arrangements, and all such Authorisations which are reasonably deemed by Bidco to be necessary or appropriate to carry on the business of any member of the Wider essensys Group in the manner and in any jurisdiction in which such business is currently conducted having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or, in each case or taken together, have an adverse effect on the Wider essensys Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

2.2 Certain matters arising as a result of any arrangement, agreement etc.

(a) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider essensys Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which in consequence of the Offer or the proposed acquisition of any shares or other securities (or equivalent) in essensys or because of a change in the control or management of essensys or otherwise, could or might result in any of the following to an extent which is material and adverse in the context of the Wider essensys Group, or the Wider Bidco Group, in either case taken as a whole, or in the context of the Offer:

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any member of the Wider essensys Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, lease, franchise, licence, permit or instrument being or likely to become terminated or any rights, liabilities, obligations or interests of any member of the Wider essensys Group being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) the rights, liabilities, obligations, interests or business of any member of the Wider essensys Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider essensys Group in or with any other person, firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any member of the Wider essensys Group ceasing to be able to carry on business under any name under which it presently carries on business;

(v) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider essensys Group being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider essensys Group, other than in the ordinary course of business;

(vi) the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property. assets or interest of any member of the Wider essensys Group or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vii) the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(viii) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider essensys Group being prejudiced or adversely affected;

(ix) any such member ceasing to be able to carry on business under any name under which it presently does so;

(x) the creation or acceleration of any liability, actual or contingent, by any member of the Wider essensys Group (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Offer; or

(xi) any liability of any member of the Wider essensys Group to make any severance, termination, bonus or other payment to any of its directors or other officers, other than in the ordinary course of business;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, franchise, lease or other instrument to which any member of the Wider essensys Group is a party or by or to which any such member or any of its assets may be or are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (xi) of this Condition;

2.3 Certain events occurring since last accounts date

(a) save as Disclosed, no member of the Wider essensys Group having, since 31 July 2025:

(i) save as between essensys and wholly-owned subsidiaries of essensys ("Intra-essensys Group Transactions") or for essensys Shares issued under or pursuant to the exercise of options and vesting of awards granted under the essensys Share Option Plan, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

(ii) save for Intra-essensys Group Transactions or for the grant of options and awards and other rights under the essensys Share Option Plan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of essensys Shares out of treasury;

(iii) prior to completion of the Offer, recommended, declared, paid or made or proposed or agreed to recommend, declare, pay or make any bonus, dividend or other distribution payable in cash or otherwise or made any bonus issue, other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of essensys to essensys or any of its wholly owned subsidiaries;

(iv) save for Intra-essensys Group Transactions, entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any merger, demerger, joint venture, partnership, composition, asset or profit sharing arrangement, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation of such security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;

(v) save for Intra-essensys Group Transactions, issued, authorised, proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of any debentures or become subject to any guarantee or contingent liability or incurred or increased any indebtedness;

(vi) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, or authorise any contract, transaction, arrangement, agreement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude, or which involves or could involve an obligation of such a nature or magnitude, or which is or could be (in a manner or to an extent abnormal in the context of the business concerned) restrictive on the business of any member of the Wider essensys Group to an extent which is or is reasonably likely to be material to the Wider essensys Group taken as a whole;

(vii) entered into any material licence or other disposal, or lost its title to, any material intellectual property rights owned or used by any member of the Wider essensys Group, any material intellectual property owned by the Wider essensys Group being revoked, cancelled or declared invalid, any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider essensys Group to, or the validity or effectiveness of, any intellectual property of the Wider essensys Group, or any agreement regarding the use of any material intellectual property licensed to or by any member of the Wider essensys Group being terminated or varied;

(viii) entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any employee, director, adviser or senior executive of any member of the Wider essensys Group, which constitutes a material change to the terms and conditions of such employment, save for fee or salary increases, bonuses or variations of terms in the ordinary course;

(ix) proposed, agreed to provide or modified the terms of any of the essensys Share Option Plan, bonus or other benefit constituting a change relating to the employment or engagement or termination of employment of a material category of persons employed by the Wider essensys Group or which constitutes a change to the terms or conditions of employment of any senior employee of the Wider essensys Group, or made or agreed or consented to any change to the contributions payable to any such scheme, or the benefits which accrue or the pensions which are payable thereunder, save as agreed by the Panel (if required) and by Bidco to the extent which is material in the context of the Wider essensys Group taken as a whole;

(x) put in place or agreed to provide or modified any arrangement for the involvement of any current or former director, senior executive, employee, or adviser of the Wider essensys Group in the capital of any member of the Wider essensys Group to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;

(xi) other than with respect to Intra-essensys Group Transactions in the ordinary course, waived, compromised or settled any claim otherwise than in the ordinary course of business which is or might reasonably be expected to have a material adverse effect on the Wider essensys Group taken as a whole or in the context of the Offer;

(xii) made any material alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Offer or as required under the terms of the existing facility agreements of the essensys Group);

(xiii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;

(xiv) (other than in respect of a member of the Wider essensys Group which is dormant and was solvent at the relevant time) taken or propose any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xvi) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 2.3(a); or

(xvii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of essensys Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

2.4 No adverse change, litigation or regulatory enquiry

(a) save as Disclosed, since 31 July 2025:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider essensys Group which, in any such case, is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;

(ii) no litigation, arbitration or mediation proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against (and in each case, not having been withdrawn and/or resolved) or in respect of any member of the Wider essensys Group or to which any member of the Wider essensys Group is or may become a party (whether as a plaintiff, defendant or otherwise) which is or might reasonably be expected to have a material and adverse effect on the Wider essensys Group taken as a whole or in the context of the Offer;

(iii) no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party or other investigative body having been threatened, announced, instituted or remaining outstanding by, against (and in each case, not having been withdrawn and/or resolved) or in respect of any member of the Wider essensys Group in each case is or might reasonably be expected to have a material adverse effect on the Wider essensys Group taken as a whole or in the context of the Offer;

(iv) no contingent or other liability having arisen, increased or become apparent which is reasonably likely to materially and adversely, in the context of the Wider essensys Group taken as a whole, affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider essensys Group;

(v) no member of the Wider essensys Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider essensys Group as a whole or in the context of the Offer; and

(vi) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider essensys Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which, in each case or taken together, is, or would be expected to have an adverse effect which is material in the context of on the Wider essensys Group taken as a whole or in the context of the Offer;

2.5 No discovery of certain matters

(a) save as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider essensys Group publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider essensys Group or to any of their advisers by or on behalf of any member of the Wider essensys Group prior to the date of this Announcement is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading where the relevant information has not subsequently been corrected before the date of this Announcement by disclosure either publicly via a Regulatory Information Service or otherwise to any member of the Wider Bidco Group;

(ii) that any member of the Wider essensys Group is subject to any liability (contingent or otherwise) which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer; or

2.6 Anti-corruption, economic sanctions, criminal property and money laundering

(a) save as Disclosed, Bidco not having discovered that:

(i) (A) any past or present member, director, officer or employee of the Wider essensys Group, or any person that performs or has performed services for or on behalf of any such company, is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider essensys Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks applicable to the Wider essensys Group; or

(ii) any asset of any member of the Wider essensys Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider essensys Group is found to have engaged in activities constituting money laundering under any law, rule, or regulation concerning money laundering applicable to the Wider essensys Group; or

(iii) any member of the Wider essensys Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended);

(iv) any past or present member, director, officer, employee, agent, consultant or designated representative of the Wider essensys Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any activity, business or conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

A. any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury; or

B. any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable blocking law; or

(v) a member of the Wider essensys Group has engaged in any transaction which would cause any member of the Wider Bidco Group to be in breach of any law or regulation upon its acquisition of essensys, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the UK, the European Union or any of its member states;

(vi) any past or present member, director, officer or employee of the Wider essensys Group, or any other person for whom any such person may be liable or responsible:

A. has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

B. has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

C. has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

D. is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

E. any member of the Wider essensys Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon its acquisition of essensys, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.

For the purposes of these Conditions:

"Wider essensys Group" means essensys and its subsidiary undertakings, associated undertakings and any other undertaking in which essensys and/or such undertakings (aggregating their interests) have a Significant Interest;

"Wider Bidco Group" means Bidco and its subsidiary undertakings, associated undertakings and any other undertaking in which Bidco and/or such undertakings (aggregating their interests) have a Significant Interest and for these purposes subsidiary undertaking and undertaking have the meanings given by the Companies Act, associated undertaking has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose; and

"Significant Interest" means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act).

Part B

Waiver and Invocation of the Conditions

1. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix I above, except for the Acceptance Condition, which cannot be waived.

2. The Offer will be subject to the satisfaction (or waiver, if permitted) of the Conditions and further terms which are set out in this Appendix I, and those terms which will be set out in the Offer Document and the Form of Acceptance.

3. All Conditions must each be fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or to remain satisfied, by midnight on the earlier of the Unconditional Date or the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel), failing which the Offer will lapse.

4. Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long Stop Date:

(a) sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or

(b) where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, one or more of the Conditions relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.

5. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions that it is entitled to invoke by a date earlier than the latest date specified above for the fulfilment of the relevant Condition, notwithstanding that the other Conditions to the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.

6. Under Rule 13.5(a) of the Takeover Code, subject to paragraph 7, Bidco may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer.

7. Bidco may only invoke a condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

8. The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover Code.

9. If Bidco is required by the Panel to make an offer or offers for essensys Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

10. The Offer will extend to all essensys Shares which are in issue as at the date of this Announcement and any essensys Shares which may be unconditionally allotted and/or issued and fully paid (or credited as fully paid) before the Offer closes (other than any essensys Shares already held by Bidco).

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C

Implementation by way of scheme

1. Bidco reserves the right, with the consent of the Panel, to elect the Acquisition by way of a Scheme.

2. If the Acquisition is implemented by way of a Scheme, the Scheme will be implemented, so far as applicable, on the same terms, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel):

(a) its approval by a majority in number representing not less than 75 per cent. in the value of the essensys Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting;

(b) all resolutions necessary to approve and implement the Scheme being duly passed by the require majority or majorities at an essensys General Meeting or at any adjournment of that meeting; and

(c) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being on terms acceptable to Bidco and essensys) and the delivery of a copy of the scheme court order to the Registrar of Companies.

3. In addition, if the Acquisition is implemented by way of a Scheme, the Scheme will be conditional upon the Conditions (other than the Acceptance Condition) and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the Conditions (other than the Acceptance Condition) have either been waived (if permitted) or fulfilled.

Part D

Certain further terms

1. The Offer will be governed by English law and be subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Announcement and in the Offer Document. The Offer will be subject to the applicable requirements of the Companies Act, Takeover Code, the Panel, the London Stock Exchange, the AIM Rules, the FCA the Registrar of Companies and applicable securities law.

2. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

3. essensys Shares will be acquired by Bidco pursuant to the Offer with full title guarantee fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption, and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid, or any other return of value following the Offer becoming or being declared unconditional.

4. If, on or after the date of this Announcement, and prior to the Unconditional Date, any dividend and/or other distribution and/or return of capital is announced, declared, made or paid or becomes payable in respect of essensys Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Offer for essensys Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Offer Document to the Cash Consideration payable under the terms of the Offer will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, the relevant essensys Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or return of capital. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Offer. For the further avoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect of those underlying vested shares are not to be construed as a dividend, distribution or return of capital for the purposes of this paragraph.

5. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdiction in which they are located. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further information in relation to Overseas Shareholders will be contained in the Offer Document.

6. Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction on.

Part E

Alternative Offer

1. The issue of any New Bidco Shares is conditional upon the Offer becoming or being declared unconditional.

2. The New Bidco Shares to be issued pursuant to the Offer have not been and will not be registered under the securities laws of any state, province, territory or other jurisdiction of any Restricted Jurisdiction. Accordingly, the New Bidco Shares may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdictions, or to, or for the account or benefit to, any Overseas Shareholder, except in transactions exempt from, or not subject to, the registration requirements, and in compliance with any applicable securities laws of any state or other jurisdiction of any Restricted Jurisdiction.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.

1. As at close of business on the Latest Practicable Date there were 64,811,336 essensys Shares in issue.

2. As at the Latest Practicable Date, there were 1,667,810 essensys Shares that may be issued on or after the date of this Announcement pursuant to the essensys Share Option Plan.

3. Unless otherwise stated, financial information relating to essensys has been extracted or derived (without adjustment) from the 2025 audited accounts of the essensys Group for the financial year ended 31 July 2025, prepared in accordance with IFRS.

4. The value of the Cash Offer is calculated based on the Offer Price multiplied by the total issued and to be issued essensys Shares as set out in points (1) and (2) above.

5. Unless otherwise stated, all prices, closing prices and volume average weighted share prices for essensys Shares are derived from S&P Capital IQ.

APPENDIX III

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

PART A

ESSENSYS INDEPENDENT DIRECTOR'S IRREVOCABLE UNDERTAKING

Jon Lee, the only Independent Director who holds an interest in essensys Shares has given an irrevocable undertaking to accept (or procure or instruct acceptance of) the Offer (or, in the event that the Acquisition is implemented by way of a Scheme, to vote (or procure or instruct to vote) in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the essensys General Meeting) in each case in respect of his interests (and those of their connected persons) in the following essensys Shares:

Name of essensys Independent Director	Number of essensys Shares in respect of which undertaking is given	Percentage of essensys issued share capital in respect of which undertaking is given (%)
Jon Lee	128,635	0.20

This irrevocable undertaking will remain biding in the event of a higher competing offer being made for essensys and will only cease to be binding:

(i) if the Offer Document or any scheme document (in the event that the Acquisition is implemented by way of a Scheme) is not posted within 28 days of the date of the publication of this Announcement (or such longer period as the Panel may agree) provided that if Bidco (with consent of the Panel) elects to implement the Acquisition by way of a Scheme, the time period in this paragraph shall be extended to refer to within 28 days of the issue of the announcement of the change in structure or such other posting date as the Panel may require;

(ii) if the Offer (or the Scheme, as applicable) lapses or is withdrawn in accordance with its terms unless within 10 business days (i) Bidco announces to make or proceed with the Acquisition by way of a new, revised or replacement Offer or Scheme; (ii) Bidco confirms that it intends to proceed with the Acquisition by way of a Scheme (or an Offer, as applicable);

(iii) on the date any competing offer for the entire issued and to be issued ordinary share capital of essensys (if implemented by an Offer) is declared unconditional or (if implemented by a Scheme) becomes effective; or

(iv) on the Long Stop Date.

PART B

SHAREHOLDER IRREVOCABLE UNDERTAKINGS

Each of the shareholders listed below have given irrevocable undertakings to accept (or procure or instruct acceptance of) the Offer and to elect to accept the Alternative Offer (or, in the event that the Acquisition is implemented by way of a Scheme, to vote (or procure or instruct to vote) in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the essensys General Meeting) in each case in respect of their interests in the following essensys Shares:

Name of shareholder	Number of essensys Shares in respect of which undertaking is given	Percentage of essensys issued share capital in respect of which undertaking is given (%)
Barry Clark	1,507,686	2.33
Ian ('Bryn') Sadler	1,416,629	2.19
Michael Guest	575,571	0.89
David Kinnaird	591,348	0.91
Liam Kavanagh	400,593	0.62
Michael Grant	821,340	1.27
Total	5,313,167	8.20

These irrevocable undertakings will remain binding in the event of a higher competing offer being made for essensys and will only cease to be binding:

(iv) on the Long Stop Date.

Each of the shareholders listed below have given irrevocable undertakings to accept (or procure or instruct acceptance of) the Offer (or, in the event that the Acquisition is implemented by way of a Scheme, to vote (or procure or instruct to vote) in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the essensys General Meeting) in each case in respect of their interests in the following essensys Shares:

Name of shareholder	Number of essensys Shares in respect of which undertaking is given	Percentage of essensys issued share capital in respect of which undertaking is given (%)
Ben Perkins	99,578	0.15
Oliver Paul David Wycherley	40,014	0.06
Emmanuel Afful	21,060	0.03
Shenel (Senel) Unal	30,000	0.05
Aleksandra Telebak	80,028	0.12
Brian Kavanagh	96,033	0.15
Andrew Debenham	106,704	0.16
Paul Economides	96,783	0.15
Darren Chadwick	11,225	0.02
Alan Pepper	424,766	0.66
Total	1,006,191	1.55

These irrevocable undertakings will remain binding in the event of a higher competing offer being made for essensys and will only cease to be binding:

(iv) on the Long Stop Date.

PART C

LETTERS OF INTENT

Name of institutional shareholder	Number of essensys Shares in respect of which letter of intent is given	Percentage of essensys issued share capital in respect of which letter of intent is given (%)
Canaccord Genuity Asset Management	6,860,000	10.58
Total	6,860,000	10.58

Bidco has received letters of intent from the above named shareholders stating their intention to accept (or procure the acceptance of) the Offer or, in the event the Acquisition is to be effected by way of a Scheme, to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting.

These letters of intent are non-binding.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Adjusted EBITDA"	earnings before interest, tax, depreciation, amortisation, exceptional restructuring costs and other non-trading items such as impairment, share option charges and exchange differences;
"A Ordinary Shares"	means the A ordinary shares of £0.001 each in the capital of Bidco having the rights set out in the Bidco Articles;
"Acceleration Statement"	means a statement in which Bidco, in accordance with Rule 31.5 of the Takeover Code, brings forward the latest date by which all of the Conditions to the Offer must be satisfied or waived;
"Acceptance Condition"	the condition set out in paragraph 1 of Part A of Appendix I to this Announcement;
"Acquisition"	the direct or indirect acquisition by Bidco of the entire issued and to be issued ordinary share capital of essensys (other than the essensys Shares held or contracted to be acquired by or on behalf of Bidco), to be effected by means of a Takeover Offer (or a Scheme in certain circumstances described in this Announcement), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;
"AIM"	AIM, a market operated by the London Stock Exchange;
"AIM Rules"	the rules governing the admission to, and operation of, AIM as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time;
"Alternative Offer"	the arrangements pursuant to which essensys Shareholders who validly accept the Offer may elect to receive one New Bidco Share per essensys Share (in lieu of cash to which they would otherwise be entitled under the Cash Offer);
"Announcement"	this announcement;
"Authorisations"	regulatory authorisations, orders, recognitions, grants, determinations, consents, clearances, confirmations, certificates, licences, permissions, exemptions or approvals;
"B Ordinary Shares"	means the B ordinary shares of £0.001 each in the capital of Bidco having the rights set out in the Bidco Articles;
"Bidco"	essensys Bidco Limited, registered in England and Wales (company registration number: 17034669 with registered office 1 Blossom Yard, London, E1 6RS);
"Bidco Articles"	the articles of association of Bidco from time to time;
"Bidco SPAs"	the conditional share purchase agreements dated 24 February 2026 between the Concert Party and Bidco in respect of the sale and purchase of essensys Shares by Bidco;
"Business Day"	a day (other than Saturdays, Sundays and public holidays in the United Kingdom) on which banks are open for business in the City of London;
"Canaccord Genuity"	Canaccord Genuity Limited, registered in England and Wales (company registration number: 01774003) with registered office at 88 Wood Street, 10^th Floor, London, EC2V 7QR;
"Cash Consideration"	the cash amount of 17 pence payable by Bidco under the Acquisition in respect of each essensys Share, as may be adjusted in accordance with the terms of the Acquisition as set out in this Announcement;
"Cash Offer"	in accordance with the terms of the Offer, the cash consideration of 17 pence per essensys Share, payable in cash;
"certificated" or "in certificated form"	where a share or other security is not in uncertificated form (that is, not in CREST);
"Closing Price"	the closing middle market quotation of an essensys Share as derived from S&P Capital IQ;
"close relatives"	has the meaning set out in the Takeover Code;
"Companies Act"	the Companies Act 2006, as amended;
"Concert Party"	the members of the concert party being Mark Furness, William Currie, Terry Leahy, David Leahy, William Currie Investments Ltd and Stephanie Currie;
"Conditions"	the conditions to the Offer, as set out in Appendix I to this Announcement and to be set out in the Offer Document;
"Confidentiality Agreement"	the confidentiality agreement entered into between Mark Furness and essensys dated 28 November2025, as described in paragraph 15 of this Announcement;
"connected persons"	as defined in section 252 of the Companies Act;
"Court"	the High Court of Justice in England and Wales;
"Court Meeting"	should the Acquisition be implemented by way of a Scheme, the meeting(s) of the essensys Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit approving the Scheme (with or without amendment) and any adjournment, postponement or reconvention thereof;
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755);
"Daily Official List"	the daily official list of the London Stock Exchange;
"Day 60"	the 60th day following the publication of the Offer Document or such other date as may otherwise be set as being such day of the timetable of the Offer in accordance with the Takeover Code;
"Dealing Disclosure"	has the same meaning as in Rule 8 of the Takeover Code;
"Disclosed"	the information fairly disclosed by or on behalf of essensys: (i) in the annual report of the essensys Group for the year ended 31 July 2025; (ii) in this Announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of essensys prior to the publication of this Announcement; or (iv) as otherwise disclosed to Bidco (or its respective officers, employees, agents or advisers) prior to the date of this Announcement including in the virtual data room operated by or on behalf of essensys relating to the Acquisition;
"EBITDA"	earnings before interest, tax, depreciation and amortisation;
"Effective"	in the context of the Offer: (i) if the Offer is implemented by way of a takeover offer, the Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code; or (ii) if the Offer is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms;
"essensys"	essensys plc, registered in England and Wales (company registration number: 11780413) with registered office 1 Finsbury Avenue, London EC2M 2PF;
"essensys Board"	the board of directors of essensys;
"essensys Directors"	the directors of essensys;
"essensys General Meeting"	should the Acquisition be implemented by way of a Scheme, the general meeting of the essensys Shareholders to be convened for the purpose of considering and, if thought fit approving the special resolutions proposed at such meeting and any adjournment, postponement or reconvention thereof;
"essensys Group"	essensys and its subsidiary undertakings and, where the context permits, each of them, from time to time;
"essensys Independent Directors"	the essensys Directors, other than Mark Furness;
"essensys PDMR Share Options"	the 1,855,000 essensys options granted under the essensys Share Option Plan to certain essensys Directors and persons discharging managerial responsibilities announced by essensys on 11 February 2025;
"essensys Remuneration Committee"	the remuneration committee of essensys;
"essensys Share Option Plan"	the essensys PLC Long Term Incentive Plan, adopted by the shareholders of essensys on 16 May 2019;
"essensys Shareholders" or "Shareholders"	the holders of essensys Shares;
"essensys Shares"	the existing issued and fully paid ordinary shares with a nominal value of £0.0025 each in the share capital of essensys and any further such fully paid ordinary shares issued before the date on which the Offer closes or before such earlier date as Bidco may (subject to the Takeover Code) determine, not being earlier than the date on which the Offer becomes or is declared unconditional but in both cases excluding any such shares held or which become held as treasury shares;
"Facility Agreement"	the secured term loan facility of £10,000,000 dated 24 February 2026 between Bidco as the borrower and the original guarantor, and GL 2024 Limited as the lender;
"FCA" or "Financial Conduct Authority"	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;
"Form of Acceptance"	the form of acceptance, election and authority relating to the Offer in respect of certificated essensys Shares which will accompany the Offer Document;
"FY25"	the 12 month period ended 31 July 2025;
"FY26"	the 12 month period ending 31 July 2026;
"IFRS"	International Financial Reporting Standards;
"Kroll"	Kroll Securities Ltd., registered in England and Wales (company registration number: 06029386) with registered office at Citco London Limited, 7 Albemarle Street, London, W1S 4HQ;
"Latest Practicable Date"	23 February 2026;
"London Stock Exchange"	London Stock Exchange plc or its successors;
"Long Stop Date"	1 June 2026 or such later date as may be agreed in writing by Bidco and essensys (with the Panel's consent and as the Court may approve (if such approval(s) are required));
"New Bidco Shares"	the B Ordinary Shares proposed to be issued to essensys Shareholders pursuant to the Alternative Offer;
"Offer"	the proposed offer for essensys by Bidco to acquire the entire issued and to be issued share capital of essensys (other than the essensys Shares held or contracted to be acquired by or on behalf of Bidco) by means of the Offer (should Bidco so elect, subject to the consent of the Panel) by means of a Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;
"Offer Document"	if the Offer is implemented by means of a Takeover Offer, the document to be sent or made available to essensys Shareholders and persons with information rights containing, among other things, the full terms and conditions of the Offer;
"Offer Period"	the offer period (as defined by the Takeover Code) relating to essensys, which commenced on 28 November 2025;
"Offer Price"	17 pence per share;
"Opening Position Disclosure"	the announcement required for the purposes of Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer if the person concerned has such a position;
"Overseas Shareholders"	essensys Shareholders (or nominees of, or custodians or trustees for essensys) not resident in, or nationals or citizens of, the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers;
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is made available in that jurisdiction or where to do so would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Bidco or essensys regards as unduly onerous;
"Scheme"	a Court sanctioned a scheme of arrangement under Part 26 of the Companies Act between essensys and the essensys Shareholders (other than the Concert Party members) in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by essensys and Bidco;
"Secretary of State"	the Secretary of State designated for the purposes of the relevant enactment;
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
"Switch"	the right for Bidco to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Scheme;
"Takeover Code"	the City Code on Takeovers and Mergers;
"Takeover Offer"	if the proposed Acquisition is to be implemented by way of a takeover offer (which shall be an offer for the purposes of Chapter 3 of Part 28 of the Companies Act), the offer is to be made by or on behalf of Bidco, or an associated undertaking thereof, to acquire the entire issued and to be issued ordinary share capital of essensys (other than the essensys Shares held or contracted to be acquired by or on behalf of Bidco) including, where the context admits, any subsequent revision, variation, extension or renewal of such offer;
"Third Party"	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever having similar authority with respect to the Offer in any jurisdiction;
"UK Corporate Governance Code"	the Corporate Governance Code of the Financial Reporting Council, as amended and in force from time to time;
"uncertificated" or in "uncertificated form"	in relation to a share or other security, recorded on the relevant register in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"Unconditional Date"	Day 60 or any earlier date as Bidco may specify in the Offer Document or any Acceleration Statement, unless, where permitted, it has set aside that statement;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act"	the US Securities Exchange Act of 1934, as amended;
"US GAAP"	the generally accepted accounting principles in the US;
"Wider Bidco Group"	Bidco and its subsidiaries, subsidiary undertakings and associated undertakings, and any other body corporate, person or undertaking (including a joint venture, partnership, firm or company) in which Bidco and/or such undertakings (aggregating their interests) have a Significant Interest; and
"Wider essensys Group"	essensys and associated undertakings and any other body corporate, partnership, joint venture or person in which essensys and such undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

References to the singular include the plural and vice versa.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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Essensys (ESYS)

Tuesday, 24th February 2026

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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.

Acceptance Condition

B. valid acceptances shall be deemed to have been received in respect of essensys Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco, whether by virtue of acceptance of the Offer or otherwise;

C. the expression "essensys Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act; and

D. all percentages of voting rights, share capital and relevant securities are to be calculated by reference to the number of issued essensys Shares excluding any and all shares held in treasury by essensys from time to time.

Other Conditions

2. In addition, the Offer will be conditional upon the following Conditions and, accordingly, the Offer will not become or be declared unconditional unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

2.1 Official authorisations, regulatory clearances and third party clearances

(iii) require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in essensys;

(vii) result in any member of the Wider essensys Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on to an extent which is material in the context of the Wider essensys Group;

(viii) impose any limitation on the ability of any member of the Wider Bidco Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to the Wider essensys Group taken as a whole or in the context of the Offer; or

(ix) otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider essensys Group or any member of the Wider Bidco Group;

(d) no undertakings or assurances being required from any member of the Wider Bidco Group or any member of the Wider essensys Group by the Secretary of State or any other Third Party, except on terms reasonably satisfactory to Bidco;

2.2 Certain matters arising as a result of any arrangement, agreement etc.

(iv) any member of the Wider essensys Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(viii) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider essensys Group being prejudiced or adversely affected;

(ix) any such member ceasing to be able to carry on business under any name under which it presently does so;

(xi) any liability of any member of the Wider essensys Group to make any severance, termination, bonus or other payment to any of its directors or other officers, other than in the ordinary course of business;

2.3 Certain events occurring since last accounts date

(a) save as Disclosed, no member of the Wider essensys Group having, since 31 July 2025:

(v) save for Intra-essensys Group Transactions, issued, authorised, proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of any debentures or become subject to any guarantee or contingent liability or incurred or increased any indebtedness;

(xii) made any material alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Offer or as required under the terms of the existing facility agreements of the essensys Group);

(xvii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of essensys Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

2.4 No adverse change, litigation or regulatory enquiry

(a) save as Disclosed, since 31 July 2025:

(v) no member of the Wider essensys Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider essensys Group as a whole or in the context of the Offer; and

2.5 No discovery of certain matters

(a) save as Disclosed, Bidco not having discovered:

(ii) that any member of the Wider essensys Group is subject to any liability (contingent or otherwise) which is material in the context of the Wider essensys Group taken as a whole or in the context of the Offer; or

2.6 Anti-corruption, economic sanctions, criminal property and money laundering

(a) save as Disclosed, Bidco not having discovered that:

(iii) any member of the Wider essensys Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended);

(vi) any past or present member, director, officer or employee of the Wider essensys Group, or any other person for whom any such person may be liable or responsible:

A. has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

C. has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

D. is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

1. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix I above, except for the Acceptance Condition, which cannot be waived.

2. The Offer will be subject to the satisfaction (or waiver, if permitted) of the Conditions and further terms which are set out in this Appendix I, and those terms which will be set out in the Offer Document and the Form of Acceptance.

4. Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long Stop Date:

(a) sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or

8. The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover Code.

9. If Bidco is required by the Panel to make an offer or offers for essensys Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

1. Bidco reserves the right, with the consent of the Panel, to elect the Acquisition by way of a Scheme.

2. If the Acquisition is implemented by way of a Scheme, the Scheme will be implemented, so far as applicable, on the same terms, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel):

(b) all resolutions necessary to approve and implement the Scheme being duly passed by the require majority or majorities at an essensys General Meeting or at any adjournment of that meeting; and

(c) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being on terms acceptable to Bidco and essensys) and the delivery of a copy of the scheme court order to the Registrar of Companies.

2. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

1. The issue of any New Bidco Shares is conditional upon the Offer becoming or being declared unconditional.

(i) in the annual report of the essensys Group for the year ended 31 July 2025;

(ii) in this Announcement;

(iii) in any other announcement to a Regulatory Information Service by or on behalf of essensys prior to the publication of this Announcement; or

(iv) as otherwise disclosed to Bidco (or its respective officers, employees, agents or advisers) prior to the date of this Announcement including in the virtual data room operated by or on behalf of essensys relating to the Acquisition;

earnings before interest, tax, depreciation and amortisation;

in the context of the Offer:

(i) if the Offer is implemented by way of a takeover offer, the Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code; or

(ii) if the Offer is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms;

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