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Founder Mark Furness leads a £11.3m cash takeover of essensys at 17p per share, backed by a unanimous board recommendation.
This article covers information on essensys PLC.
LON:ESYSessensys has agreed a recommended cash offer at 17 pence per share from essensys Bidco Limited, a newly formed vehicle controlled by founder and major shareholder Mark Furness. The offer values the entire issued and to be issued share capital at approximately £11.3 million.
An Alternative Offer is available: one new non-voting, unquoted Bidco B share for each essensys share. These New Bidco Shares will be issued within 14 days of the Unconditional Date. Kroll will provide an independent estimate of value for the Alternative Offer in the Offer Document.
Bidco is controlled by Mark Furness, essensys’s founder, previous CEO and current non-executive director. He is joined by a Concert Party of long-standing tech investors including William Currie and Terry Leahy. Collectively, the Concert Party holds 36.55% of essensys (19,700,000 shares held by Mark Furness alone, or 30.40%).
Support already lined up is substantial:
The independent directors of essensys (excluding Mark Furness due to his interest) have unanimously recommended shareholders accept the 17p cash offer. Canaccord Genuity, acting as Rule 3 adviser, considers the cash terms fair and reasonable, taking into account the directors’ commercial assessment.
Jon Lee, the only independent director holding shares (128,635 shares, 0.20%), has irrevocably undertaken to accept the Cash Offer. He notes his shares sit in an ISA and a SIPP, which cannot hold private company equity.
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The board is not making a recommendation on the Alternative Offer, highlighting that the New Bidco Shares are non-voting, illiquid and of uncertain value, and that the pros and cons depend on individual circumstances.
If you elect for the Alternative Offer, you receive one non-voting, unquoted Bidco B share per essensys share. Key features set out in the RNS:
The Alternative Offer is not available to certain overseas holders, including US persons. An independent valuation letter from Kroll will be included in the Offer Document.
The Offer becomes effective if conditions are met, including an acceptance condition set at 90% of shares to which the Offer relates (Bidco may choose to lower this, but not below a majority of voting rights). The Offer Document should be posted within 28 days of the announcement; the target for the Offer to become unconditional is during the second quarter of 2026. The Long Stop Date is 1 June 2026.
If Bidco gets to 90% or more, it intends to seek:
If Bidco does not reach 90%, delisting and compulsory acquisition are not assured under the stated intentions. Any dividends declared before the Unconditional Date may result in a corresponding reduction to the Cash Offer, though shareholders would retain any such dividend.
The backdrop is tough. After peaking at £25.3 million in FY23, revenue fell to £19.2 million in FY25. Adjusted EBITDA turned modestly positive at £1.3 million in FY25, but cash declined from £3.1 million (31 July 2024) to £0.9 million (31 January 2026). Annual recurring revenue dropped to £12.7 million at 31 January 2026 from £15.0 million at 31 July 2025, including the loss of a £0.9 million ARR customer at December 2025.
Management cut costs and now runs with 61 employees. The board flagged FY26 performance as materially below prior expectations and is pursuing a debt facility to provide additional headroom. Against this backdrop, the independent directors see private ownership as offering better access to capital and lower public company costs.
Bidco has a £10,000,000 secured term loan facility (the Facility Agreement) to fund the cash consideration, costs and working capital. In connection with this facility, Bidco will grant GL 2024 Limited a warrant to purchase up to 1.93% of Bidco’s enlarged share capital (any class except A Ordinary Shares). Kroll, as Bidco’s adviser, has confirmed sufficient resources for the Cash Offer under the Takeover Code.
| Offer price | 17 pence per share |
| Implied equity value | £11.3 million |
| Premiums | +9.7% to 27 Nov 2025 close; +11.3% to 1‑month VWAP; +2.8% to 3‑month VWAP |
| Support indicated | 57.08% of shares (Concert Party + irrevocables + LOI) |
| Concert Party stake | 36.55% |
| Acceptance condition | 90% (Bidco may reduce, but not below a majority) |
| Expected timetable | Offer document within 28 days; aim to be unconditional in Q2 2026 |
| Long Stop Date | 1 June 2026 |
| Bidco financing | £10.0 million secured term loan; 1.93% warrant (ex‑A shares) |
| Cash (31 Jan 2026) | £0.9 million |
| ARR (31 Jan 2026) | £12.7 million |
| Headcount post‑restructure | 61 employees |
This is a pragmatic, founder-led take-private at a modest premium that offers certainty in cash and a high-control private route for those who want to stay exposed. Given the trading headwinds, balance sheet constraints and cost of being listed, the rationale stacks up. The key decision for retail holders is simple: lock in cash at 17p, or opt into an illiquid, non-voting stake in Bidco and back the turnaround privately with Mark Furness at the helm.
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