TIDMESR 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION. 
 
                                                                    27 May 2015 
 
Ensor Holdings plc ("Ensor" or "Company") 
 
Strategic review and commencement of Formal Sale Process 
 
Ensor today announces that it is launching a review of strategic options open 
to the Company to maximise value for shareholders including a potential sale of 
the Company. The Company has therefore decided to initiate discussions relating 
to a sale of the Company under the framework of a "formal sale process" in 
accordance with Note 2 on Rule 2.6 of the City Code on Takeover and Mergers 
(the "Code"), under which the Board of Ensor (the "Board") is able to have 
discussions with third parties interested in such a transaction on a 
confidential basis. 
 
The Company is currently in separate discussions in relation to the disposal of 
Ensor Building Products Limited which if concluded would allow the Company to 
increase its focus on physical security products with strong cash flow from its 
packaging business.  Over the course of the last year significant progress has 
been made within each of Ensor's operating businesses, which was reflected in 
the first half trading to 30 September 2014.  During that six month period, the 
Company reported a sales increase of 11% to GBP17.0 million and an operating 
profit increase of 98% to GBP1.46 million.  The strength of the balance sheet 
also improved with the minimal gearing reported at the half year now having 
become net cash balances.  Trading in the second half of the financial year has 
continued in line with the Board's expectations and growing order books provide 
optimism for trading prospects. The Company expects to announce preliminary 
results on 10 June 2015. 
 
With this greater focus of the Company's activities and stronger financial 
position, the Board considers that now is an appropriate time and it is in the 
best interests of the Company's shareholders to seek to sell the Company by 
means of a formal sale process.  This process includes the possibility of an 
offer being made for the Company although there can be no certainty that an 
offer will be made.  Whilst the Board believes that the Company has a secure 
future as an independent business, the Board has taken this decision in order 
to seek to unlock and crystallise value for shareholders whilst safeguarding 
the interests of all stakeholders. 
 
The Company has appointed BDO LLP ("BDO") as financial adviser to conduct the 
sale process. Parties with a potential interest in making an offer for the 
Company should contact BDO (contact details are set out below). 
 
Any interested party will be required to enter into a non-disclosure agreement 
with the Company on reasonable terms satisfactory to the Board and on the same 
terms, in all material respects, as the other interested parties, before being 
permitted to participate in the process.  Following execution of an agreed 
non-disclosure agreement, the Company intends to provide interested parties 
with information materials on the Company.  Following receipt of the materials, 
interested parties shall be invited to submit proposals to the Company. 
 Interested parties who submit an acceptable proposal will be invited into the 
next phase of the process. 
 
The Board reserves the right to alter any aspect of the process as outlined 
above or to terminate it at any time and will make further announcements as 
appropriate.  The Board reserves the right to reject any approach or terminate 
discussions with any interested party or participant at any time. 
 
The Takeover Panel has granted a dispensation from the requirements of Rules 
2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party 
participating in the formal sale process will not be required to be publicly 
identified as a result of this announcement (subject to note 3 to Rule 2.2 of 
the Code) and will not be subject to the 28 day deadline referred to in Rule 
2.6(a), for so long as it is participating in the formal sale process. 
Interested parties should note Rule 21.2 of the Code, which will prohibit any 
form of inducement fee or other offer-related arrangement, and that the Company 
has not requested any dispensation from this prohibition under Note 2 of Rule 
21.2, although it reserves the right to do so in the future. 
 
This announcement is not an announcement of a firm intention to make an offer 
under Rule 2.7 of the Code and there can be no certainty that any offers will 
be made as a result of the formal sale process, that any sale will be 
concluded, nor as to the terms on which any offer will be made. 
 
Following this announcement, the Company is now considered to be in an "offer 
period" as defined in the Code, and the dealing disclosure requirements listed 
below will apply. 
 
The Company will make a further announcement when appropriate. 
 
In accordance with Rule 2.10 of the Code, the Company confirms that it has 
29,895,976 ordinary shares of 10p each in issue and admitted to trading on AIM 
under the UK ISIN GB0003186409. 
 
Enquiries: 
 
Ensor Holdings plc 
 
Roger Harrison / Marcus Chadwick       Tel: +44 (0) 161 945 5953 
 
BDO LLP (Financial Adviser) 
 
John Stephan / Simon Ling                Tel: +44 (0) 121 352 6200 
 
Westhouse Securities (Nominated adviser and Broker) 
 
Robert Finlay                                    Tel: +44 (0) 20 7601 6100 
 
Notes to editors 
 
Ensor is a products and services group focused on the manufacturing and supply 
of physical security products and packaging.  The group comprises stand-alone 
businesses located on their own sites, trading nationally and internationally. 
 
Physical security products 
 
Ellard Limited is a market leader in the design, manufacture and distribution 
of a wide range of electric drives and controls to suit all types of 
industrial, commercial and domestic doors.  The company also offers a 
comprehensive range of gate and barrier automation solutions. 
 
OSA Door Parts Limited is a trade supplier and manufacturer of energy saving 
industrial doors, steel hinged door sets and insulated garage doors to meet all 
building regulation requirements and fully compliant with European standards. 
The company has a substantial market share in the UK. 
 
Technocover Limited is a specialist designer, manufacturer and installer of 
accredited physical security products used for the protection of Critical 
National Infrastructure assets operated by UK and European Utility Companies, 
including water, energy and communications. 
 
Packaging 
 
Wood's Packaging Limited provides specialist packaging solutions, especially to 
the retail furniture industry, developing its products in the UK and sourcing 
through the group's China office. 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer, invitation or the solicitation of an offer to purchase, otherwise 
acquire, subscribe for, sell or otherwise dispose of, any securities whether 
pursuant to this announcement or otherwise. 
 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this announcement comes should inform themselves about, and observe such 
restrictions. Any failure to comply with the restrictions may constitute a 
violation of the securities law of any such jurisdiction. 
 
Disclosure requirements of the Code 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm 
(London time) on the 10th business day following the commencement of the offer 
period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 
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, 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 pm (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 Takeover 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. 
 
Publication on Website 
 
A copy of this announcement will be made available at http://www.ensor.co.uk/ 
no later than 12:00 noon (London time) on 28 May 2015 (being the business day 
following the date of this announcement) in accordance with Rule 30.4 of the 
Code. The content of the website referred to in this announcement is not 
incorporated into and does not form part of this announcement. 
 
BDO LLP, which is authorised and regulated in the United Kingdom by the 
Financial Conduct Authority, is acting exclusively for Ensor Holdings plc (as 
financial adviser) and no one else in connection with the matters referred to 
in this announcement and will not be responsible to anyone other than for Ensor 
Holdings plc for providing the protections afforded to clients of BDO LLP nor 
for providing advice in relation to the matters referred to in this 
announcement. 
 
The directors of Ensor accept responsibility for the information contained in 
this announcement.  To the best of their knowledge and belief (having taken all 
reasonable care to ensure that such is the case), the information contained in 
this announcement for which they are responsible is in accordance with the 
facts and does not omit anything likely to affect the import of such 
information. 
 
 
 
END
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