LONDON – essensys plc, a AIM-listed provider of software and technology to the flexible workspace sector, has agreed to a recommended £11.3 million cash takeover by essensys Bidco Limited, a newly formed company backed by its founder and non-executive director Mark Furness, the companies said on Tuesday.
Shareholders in the London-based firm will be entitled to receive 17 pence in cash for each share held, representing a premium of approximately 9.7% to the closing price of 15.5 pence on Nov. 27, the last business day before the offer period commenced.
The deal, which will be implemented by way of a takeover offer, values the entire issued and to be issued ordinary share capital of essensys at approximately £11.3 million.
As an alternative to cash, shareholders may elect to receive one new share in Bidco for each essensys share held. The new Bidco shares will be non-voting and issued within 14 days of the offer becoming unconditional.
The independent directors of essensys, advised by Canaccord Genuity, have unanimously recommended that shareholders accept the cash offer, which they consider “fair and reasonable.”
However, Canaccord Genuity was unable to advise on whether the share alternative is fair and reasonable due to the “significant and variable impact” of the advantages and disadvantages for individual shareholders, including the illiquid nature and lack of voting rights of the new Bidco shares.
The offer is subject to Bidco acquiring at least 90% of essensys shares, or such lesser percentage as Bidco may decide (being not less than 50% of voting rights).
Founded in 2006 and listed on AIM since 2019, essensys provides software-as-a-service solutions that help landlords and flexible workspace operators manage multi-site operations, including its essensys Platform and its elumo offering launched in March 2025. The company operates across four locations including London, New York, Sydney and Amsterdam.
Mark Furness, who is also a controlling shareholder of Bidco, said the company cannot “sustainably continue as a quoted company in its current form” due to trading volatility and continued weakness in the share price.
“I founded essensys almost 20 years ago and remain its largest shareholder… essensys now needs to operate as a private company with greater agility, a lower structural cost base and a longer-term horizon,” Furness said.
The acceptance condition has been set at a level requiring Bidco to acquire shares carrying 90% of voting rights, though Bidco may decide to proceed with not less than 50%.
Jon Lee, an essensys independent director who holds 128,635 shares representing approximately 0.20% of the share capital, has irrevocably undertaken to accept the cash offer.
The offer will lapse if it does not become effective by the long-stop date, with further terms to be set out in the offer document.