Founder-Led Takeover: essensys Agrees £11.3m Recommended Cash Offer at 17p per Share

Founder-led 17p cash offer for essensys: price, premium and headline terms

essensys 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.

• Offer price: 17 pence per share in cash.
• Premiums: 9.7% to the 15.5p closing price on 27 November 2025; 11.3% to the one-month VWAP of 15.3p; 2.8% to the three-month VWAP of 16.5p.
• Structure: a contractual Takeover Offer under the Companies Act (with the option to switch to a Scheme of Arrangement).

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.

Who is behind Bidco and how much support is banked?

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:

• Concert Party commitments via share purchase agreements.
• Irrevocable undertakings and letters of intent covering a further 20.53% (including 10.58% from Canaccord Genuity Asset Management via a letter of intent).
• Total indicated support: 36,994,705 shares, representing 57.08% of the issued share capital.

Board view: unanimous recommendation to take the cash

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.

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.

The Alternative Offer in Bidco B shares: know what you would be getting

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:

• Voting: A shares vote; B shares (including New Bidco Shares) do not.
• Control: the Majority Shareholder Director (expected to be Mark Furness) holds board voting power equal to all other directors combined, plus one.
• Economics: A and B rank pari passu on dividends and distributions.
• Liquidity: no listing; transfers require board consent and are subject to pre-emption.
• Drag/tag: holders can be dragged into a sale if 75% sell; tag rights also apply.
• Debt subordination: New Bidco Shares are subordinated to Bidco’s facilities.
• Dividends: none currently contemplated.

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.

Conditions, timeline and what happens to the AIM listing

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:

• cancellation of admission to trading on AIM (no earlier than 20 business days after the Offer is unconditional), and
• re-registration of essensys as a private limited company, plus compulsory acquisition of any outstanding shares.

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.

Why the deal now? Trading challenges and funding constraints

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.

How the offer is financed

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.

Key numbers at a glance

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

My take: what looks good and what needs thought

Positives

• Certain cash exit at a premium to the pre-offer period price, in a business facing sales volatility and a tight cash position.
• Founder-led backstop with additional committed capital and a clear plan to simplify and invest outside the public market glare.
• Offer financing secured, with an adviser confirmation that cash resources are sufficient.
• Strong momentum towards control with 57.08% already indicated.

Watch-outs

• The headline premium to the three-month VWAP is modest at 2.8%.
• The Alternative Offer is non-voting, unquoted, illiquid and subordinated; value is uncertain and dividends are not contemplated.
• Trading remains challenging: ARR has fallen, a major customer churned, and FY26 is set to miss earlier expectations.
• Delisting and compulsory acquisition are intended only if 90% acceptances are reached; below that threshold, outcomes are not disclosed.
• Any pre-Unconditional Date dividend could reduce the cash consideration on a pound-for-pound basis.

What should shareholders consider now?

• Liquidity needs: if you need certainty and cash, the board recommends accepting the Cash Offer.
• Tax wrappers: ISAs and SIPPs generally cannot hold private company shares, as highlighted by Jon Lee’s own position.
• Alternative Offer: only for those comfortable owning non-voting, private equity in a highly illiquid vehicle with drag rights and no near-term dividends.
• Read the Offer Document: it will include Kroll’s valuation of the New Bidco Shares and the full terms, risks and election mechanics.
• Timeline and thresholds: monitor acceptances towards the 90% level and any updates to conditions or timetable.
• Personal advice: if in doubt, seek independent financial, tax and legal advice based on your circumstances.

Bottom line

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.