REG - Tinicum Incorporated Tinicum Incorporated Blackstone Senior PLC - Recommended cash acquisition of Senior plc

Deutsche Bank AGAnnouncement

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RNS Number : 4815Z  Tinicum Incorporated  07 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER 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

7 April 2026

RECOMMENDED CASH ACQUISITION

of

Senior plc ("Senior")

by

 Zeus UK Bidco Limited ("BidCo")

(a newly formed company to be indirectly controlled by investment funds
advised by affiliates of Tinicum Incorporated and Blackstone Inc. (the
"Consortium"))

Summary

·       The boards of BidCo and Senior are pleased to announce that they
have reached agreement on the terms of a recommended cash acquisition pursuant
to which BidCo shall acquire the entire issued and to be issued ordinary share
capital of Senior (other than the Existing Tinicum Shares) (the
"Acquisition"). The Acquisition is to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.

·          Under the terms of the Acquisition, Scheme Shareholders
shall be entitled to receive a total value of:

300 pence per Scheme Share

comprising, for each Scheme Share:

o  297.85 pence in cash from BidCo (the "Cash Consideration"); and

o  the FY25 Final Dividend of 2.15 pence, which Scheme Shareholders may
receive and retain, if the FY25 Final Dividend is approved by Senior
Shareholders at Senior's Annual General Meeting, without any reduction to the
Cash Consideration.

·           The Cash Consideration represents a premium of
approximately:

o  36.6 per cent. to the volume-weighted average price of 218.10 pence in the
six months to 26 February 2026 (being the last Business Day prior to the start
of the Offer Period);

o  53.3 per cent. to the volume-weighted average price of 194.34 pence in the
twelve months to 26 February 2026 (being the last Business Day prior to the
start of the Offer Period); and

o  2.8 per cent. to the Closing Price per Senior Share of 289.80 pence on 2
April 2026 (being the latest practicable date prior to publication of this
announcement).

·     The Cash Consideration values the entire issued and to be issued
ordinary share capital of Senior at approximately £1,275 million on a fully
diluted basis and implies an enterprise value of approximately £1,399 million
(the "Implied Enterprise Value"). The Implied Enterprise Value represents a
multiple of 15.2x Senior's adjusted EBITDA and 22.0x Senior's adjusted
operating profit for the year ended 31 December 2025.

·       The Cash Consideration assumes that, other than the FY25 Final
Dividend, Senior Shareholders shall not receive any dividend, distribution or
other return of value. If, on or after the date of this announcement and on or
prior to the Effective Date, and other than the FY25 Final Dividend, any
dividend, distribution or other return of value is declared, made, or paid or
becomes payable by Senior, BidCo reserves the right to reduce the Cash
Consideration by an amount up to the amount of such dividend, distribution or
other return of value, in which case references to the Cash Consideration
shall be deemed to be a reference to the Cash Consideration as so reduced. In
such circumstances, Senior Shareholders shall be entitled to retain any such
dividend, distribution or other return of value declared, made, or paid.

·      The Senior Directors, who have been so advised by Lazard as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing its advice to the Senior Directors,
Lazard has taken into account the commercial assessments of the Senior
Directors. Lazard is providing independent financial advice to the Senior
Directors for the purposes of Rule 3 of the Code.

·       Accordingly, the Senior Directors intend to recommend
unanimously that Senior Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting as the
Senior Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of 2,620,740 Senior Shares representing, in aggregate,
approximately 0.6 per cent. of the ordinary share capital of Senior, and
approximately 0.6 per cent. of the Scheme Shares, in each case in issue on 2
April 2026 (being the latest practicable date prior to this announcement).

·         BidCo has also received an irrevocable undertaking to vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting from Alantra in respect of a total of 72,307,009 Senior
Shares representing, in aggregate, approximately 17.2 per cent. of Senior's
ordinary share capital, and approximately 17.7 per cent. of the Scheme Shares,
in each case in issue on 2 April 2026 (being the latest practicable date prior
to this announcement).

·        BidCo has therefore received irrevocable undertakings in
respect of a total of 74,927,749 Scheme Shares representing, in aggregate,
approximately 17.9 per cent. of Senior's ordinary share capital, and
approximately 18.3 per cent. of the Scheme Shares, in each case in issue on 2
April 2026 (being the latest practicable date prior to this announcement).

·          Further details of these irrevocable undertakings are
set out in Appendix III to this announcement.

·       As a result, BidCo and the members of the Consortium own or
control, or have received an irrevocable undertaking in respect of, Senior
Shares that represent in aggregate, approximately 20.2 per cent. of Senior's
ordinary share capital in issue on 2 April 2026 (being the latest practicable
date prior to this announcement).

Key Highlights

·        Experience and history of investing in highly engineered
aerospace and industrial components: The Consortium has a strong track record
of investing in, supporting and improving highly engineered aerospace and
industrial components businesses, and considers this experience directly
relevant to Senior and its end markets. The Consortium's most recent aerospace
investment was the acquisition of TriMas Aerospace, which has been combined
with PennAero to form a leading manufacturer of aerospace fasteners and
related specialty components.

·       AeroFlow Technologies adds attractive industrial rationale for
the transaction: A key element of the Consortium's rationale is Tinicum's
recent acquisition of AeroFlow Technologies, which the Consortium will place
under common ownership with Senior as part of the Acquisition. The Consortium
believes AeroFlow Technologies would provide a complementary source of
adjacent aerospace exposure and additional earnings resilience within the
combined platform, while also reinforcing the Consortium's familiarity with
relevant aerospace products and end markets.

·      Active ownership to strengthen customer relationships: The
Consortium believes that its broader sector footprint, active operating
engagement and experience across aerospace programmes would support Senior in
strengthening its customer relationships, deepening industry connectivity,
reinforcing its strategic relevance and enhancing the overall strength of the
combined platform's customer offering.

·        Access to deeper pools of aerospace manufacturing talent: The
Consortium believes that companies within its portfolio are regarded as
employers of choice in the highly competitive aerospace manufacturing market,
which could provide Senior with access to a deeper pool of talent in certain
of its important production facilities where labour availability and
specialised technical capability are particularly important.

·     Long-term private ownership supports growth and disciplined
optimisation: The Consortium believes Senior would benefit from the
flexibility available under private ownership to pursue targeted organic and
inorganic growth opportunities without public market expectations and
requirements, while also optimising the portfolio and cost structure in a
flexible and disciplined manner. Supported by a longer investment horizon than
traditional private equity, this ownership model would provide Senior with
access to long-term capital and the flexibility to accelerate investment in
operations, customer offerings, R&D and selective M&A, without the
constraints of a fixed exit timetable.

Timetable and Conditions

·       It is intended that the Acquisition shall be effected by means
of a Court-approved scheme of arrangement under Part 26 of the Companies Act,
although BidCo reserves the right to implement the Acquisition by means of a
Takeover Offer (subject to Panel consent and the terms of the Co-operation
Agreement).

·   Funds affiliated with Tinicum already hold in aggregate 9,917,706
Senior Shares (representing approximately 2.36 per cent. of Senior's issued
ordinary share capital as at 2 April 2026, being the latest practicable date
prior to the date of this announcement). These Senior Shares will not be
Scheme Shares and will not be acquired by BidCo pursuant to the Acquisition,
but will be acquired by BidCo on or as soon as practicable after the Effective
Date. Tinicum will not be permitted to vote such Existing Tinicum Shares at
the Court Meeting, but will be permitted to vote such Existing Tinicum Shares
at the General Meeting.

·     The Acquisition is conditional on the approval of Senior
Shareholders and is subject to the further Conditions and terms set out in
Appendix I to this announcement, and to the full terms and conditions which
shall be set out in the Scheme Document.

·         It is the Consortium's intention to place Senior and
AeroFlow Technologies under common ownership as part of the Acquisition. Given
the material significance of common ownership of Senior and AeroFlow
Technologies to the Consortium's strategic rationale for the Acquisition,
Senior Shareholders should be aware that certain of the Conditions set out in
paragraph 3 of Part A of Appendix I relate to Blackstone acquiring an indirect
interest in AeroFlow Technologies and if such Conditions are not satisfied, it
would be BidCo's intention to seek the Panel's consent to invoke such
Condition(s) to cause the Acquisition to lapse.

·        The Acquisition shall be put to Scheme Shareholders at the
Court Meeting and Senior Shareholders at the General Meeting. In order to
become effective, the Scheme must be approved by a majority in number of
Scheme Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares validly
voted. In addition, a special resolution required to implement the Scheme must
be passed by Senior Shareholders representing at least 75 per cent. of votes
validly cast at the General Meeting.

·        The Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting, is
expected to be published as soon as practicable and, in any event, within 28
days of this announcement (unless a later date is agreed with the Panel).

Comments on the Acquisition

Commenting on the Acquisition, Ian King, the Chairman of Senior, said:

"Senior's strategy is to refocus the Senior Group into a global, leading Fluid
Conveyance and Thermal Management business providing IP rich, highly
engineered products to customers in a range of structurally attractive end
markets. The Board has full confidence that the Senior management team will
continue to deliver on this strategy and will deliver on the medium-term
financial targets, offering enhanced shareholder value over the medium term.
However, the Board believes that BidCo's offer recognises the attractiveness
of Senior and represents an opportunity for Senior shareholders to realise an
immediate cash value at an attractive enterprise valuation multiple of 15.2x
2025A adjusted EBITDA.

The Board has also taken into account the Consortium's considerable experience
in investing in global aerospace and industrial companies and BidCo's
intentions for Senior and its employees, customers and other stakeholders."

Commenting on the Acquisition, David Squires, the Chief Executive Officer of
Senior, said:

"Senior is delivering on its strategy and is firmly on track to meet the
medium-term financial targets announced in March 2025. Our focus remains on
serving our customers with great performance, delivering highly engineered
products that fully meet their needs. I would like to recognise the
exceptional contribution of my colleagues - their talent, commitment and
innovation continue to drive our success. The next chapter of Senior's
development will further fuel their ambition and provide new opportunities.
BidCo's offer recognises the quality of Senior, our talented people, our
extensive breadth of products and capabilities and our strong growth
prospects. In view of the intentions set out today, the Board has confidence
that BidCo is committed to the growth of the Senior business, the continued
focus on satisfying our customers, and the accelerated delivery of our
strategic objectives."

The Consortium commented:

"Senior is a highly regarded engineering company with compelling technical
capabilities and deep, longstanding customer relationships. As long-term
investors in both aerospace and industrial sectors, the Consortium has
conviction in Senior and its growth potential. The breadth of our platform,
coupled with significant operational expertise and access to long-term
capital, puts Senior in a strong position to capitalize on the opportunities
ahead."

This summary should be read in conjunction with the full text of this
announcement and its Appendices. The Acquisition shall be subject to the
Conditions and further terms set out in Appendix I to this announcement and to
the full terms and conditions which shall be set out in the Scheme Document.
Appendix II to this announcement contains the sources of information and bases
of calculations of certain information contained in 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:
 Senior                                                                   +44 (0)1923 714 745
 David Squires, Group Chief Executive Officer
 Alpna Amar, Group Chief Financial Officer

 Lazard (Lead financial adviser to Senior)                                +44 (0)20 7187 2000
 Richard Shaw
 Louise Campbell
 James Cliffe

 Jefferies (Financial adviser and joint corporate broker to Senior)       +44 (0)20 7029 8000
 Chris Squire
 Sam Barnett

 Harry Le May

 Deutsche Numis (Financial adviser and joint corporate broker to Senior)  +44 (0)20 7260 1397
 Jonathan Wilcox
 Will Wickham

 FGS Global (PR adviser to Senior)                                        +44 (0)20 7251 3801
 James Murgatroyd
 Richard Webster-Smith

 BidCo
 Matthew Lombardi (Tinicum)                                               +1 212 446 9306
 Dafina Grapci-Penney (Blackstone)                                        +44 (0)20 7451 4000
 Matthew Thomas (Blackstone)

 Barclays (Lead financial adviser to the Consortium and BidCo)            +44 (0)20 7623 2323
 Davide Sala
 Adrian Beidas
 Guy Bomford
 Akshay Majithia
 Eoin Healy

Linklaters LLP and Goodwin Procter LLP are retained as legal advisers to
BidCo, the Consortium and Tinicum. Freshfields LLP is retained as legal
adviser to Blackstone, and Simpson Thacher & Bartlett LLP is retained as
regulatory counsel to Blackstone. Slaughter and May is retained as legal
adviser to Senior.

BMO Capital Markets Corp. is retained as an additional financial adviser to
Bidco and the Consortium.

The person responsible for arranging the release of this announcement on
behalf of Senior is Andrew Bodenham, Company Secretary.

Important Notices relating to Financial Advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the FCA and the PRA, is acting exclusively for BidCo and
the Consortium and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than BidCo and the
Consortium for providing the protections afforded to clients of Barclays nor
for providing advice in relation to any matter referred to in this
announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
UK by the FCA, is acting exclusively as financial adviser to Senior and no one
else in connection with the Acquisition and will not be responsible to anyone
other than Senior for providing the protections afforded to clients of Lazard
nor for providing advice in relation to the Acquisition or any other matters
referred to in this announcement. Neither Lazard 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 Lazard in connection with the Acquisition, this
announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the UK, is acting exclusively as financial adviser and
joint corporate broker to Senior and no one else in connection with the
matters described in this announcement and will not regard any other person as
its client in relation to the matters in this announcement and will not be
responsible to anyone other than Senior for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this announcement. Neither Jefferies nor any of its affiliates
(nor 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 Jefferies in connection with this announcement,
any statement contained herein or otherwise.

BMO Capital Markets Corp. ("BMO"), a registered broker-dealer with the US
Securities and Exchange Commission ("SEC") and also a member of the Financial
Industry Regulatory Authority ("FINRA"), is acting exclusively for BidCo and
the Consortium and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to anyone other
than BidCo and the Consortium for providing the protections afforded to
clients of BMO nor for providing advice in relation to any matter referred to
in this announcement. Neither BMO nor any of its affiliates 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 BMO in connection with this announcement, any statement
contained herein or otherwise.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the UK, Deutsche Bank AG is
authorised by the PRA. It is subject to regulation by the FCA and limited
regulation by the PRA. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the PRA are available from Deutsche Bank AG on
request. Deutsche Bank AG, acting through its London branch (which is trading
for these purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively
for Senior and no one else in connection with the Acquisition and will not be
responsible to anyone other than Senior for providing the protections afforded
to clients of Deutsche Bank nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Deutsche Numis 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
Deutsche Numis in connection with the Acquisition, this announcement, any
statement contained herein or otherwise.

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or invitation to
purchase or subscribe for any securities or the solicitation of an offer to
buy any securities, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
document) which, together with the Forms of Proxy, shall contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any decision in respect of the Acquisition
(including any vote in respect of the Scheme or other response in relation to
the Acquisition) should be made only on the basis of the information in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer document).

This announcement has been prepared for the purpose of complying with the laws
of England and Wales and the 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 England and
Wales.

Senior shall prepare the Scheme Document to be distributed to Senior
Shareholders. Senior and BidCo urge Senior Shareholders to read the Scheme
Document when it becomes available because it shall contain important
information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus exemption
document.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to
act as exempt principal trader in Senior securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(https://urldefense.com/v3/__http:/www.londonstockexchange.com__;!!AcBi8707M5M!ttO5pMxz3U8x6UZYBGJPaLB6jxYCgUkrMelEwmkrpKLSvpP8Ge7JezkL5T8ODlNDDAnBt2LSvO0lNbFO8Ptnbwf3$)
. This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law. Persons
who are not resident in the United Kingdom or who are subject to the laws of
jurisdictions other than the UK (including Restricted Jurisdictions) should
inform themselves of, and observe, any applicable legal or regulatory
requirements.

Unless otherwise determined by BidCo or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws 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 or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction, and
persons receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in or into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, 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 availability of the Acquisition to Senior Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal
and regulatory requirements. In particular, the ability of persons who are not
resident in the UK to vote their Scheme Shares in respect of the Scheme at the
Court Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with applicable
restrictions may constitute a violation of securities laws in 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.

The Acquisition shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the Financial Conduct Authority.

Further details in relation to Senior Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Additional Information for US investors

The Acquisition relates to shares of an English company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act.

Accordingly, the Scheme is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.

However, if BidCo were to elect to implement the Acquisition by means of a
takeover offer, such takeover offer shall be made in compliance with all
applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act. Such a takeover would be made in the
United States by BidCo and no one else.

To the extent permitted by applicable law, in accordance with the Code, normal
United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act,
BidCo or its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares or other
securities of Senior outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
effective, lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchnage.com/) .

The receipt of consideration by a US holder for the transfer of its Scheme
Shares pursuant to the Scheme shall be a taxable transaction for United States
federal income tax purposes. Each Senior Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable United States
state and local, as well as overseas and other, tax laws.

Financial information relating to Senior included in this announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and 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 United States.

Each of BidCo and Senior is organised under the laws of England and Wales.
Some of the officers and directors of BidCo and Senior, respectively, are
residents of countries other than the United States. As a result, it may be
difficult for US shareholders of Senior to effect service of process within
the United States upon BidCo or Senior or their respective officers or
directors or to enforce against them a judgment of a US court predicated upon
the federal or state securities laws of the United States. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgment.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Senior, BidCo, Tinicum, Blackstone, any member of the
Wider BidCo Group or any member of the Wider Senior Group may contain
statements which are, or may be deemed to be, "forward-looking statements".
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions, valuations, targets, estimates, forecasts and projections
regarding the business strategies and the environment in which Senior, BidCo
or any member of the Wider BidCo Group shall operate in the future and are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to
Senior, BidCo or any member of the Wider BidCo Group's future prospects,
developments and business strategies, the expected timing and scope of the
Acquisition and other statements other than historical facts. In some cases,
these forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget", "scheduled",
"forecasts", "synergy", "strategy", "goal", "cost-saving", "projects"
"intends", "may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of BidCo's,
any member of the Wider BidCo Group's or Senior's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on BidCo's, any member of the
Wider BidCo Group's or Senior's business.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that shall occur in
the future. These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease outbreak. If
any one or more of these risks or uncertainties, or any other unknown or
unpredictable factors, materialises or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be
construed in the light of such factors.

Neither Senior, the Wider Senior Group, Tinicum, Blackstone, BidCo nor any
member of the Wider BidCo Group, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement shall actually occur. Given
these risks and uncertainties, potential investors should not place any
reliance on forward-looking statements.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
Senior, the Wider Senior Group, Tinicum, Blackstone, BidCo or any member of
the Wider BidCo Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.

Senior, the Wider Senior Group, Tinicum, Blackstone, BidCo and each member of
the Wider BidCo Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

No profit forecasts or estimates or quantified financial benefits statements

No statement in this announcement is intended, or is to be construed, as a
profit forecast or 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 Senior for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Senior.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 shall
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
http://www.thetakeoverpanel.org.uk/ (http://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 Senior Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Senior may be provided
to BidCo during the Offer Period as requested under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement shall be made available on BidCo's and Senior's
websites at https://www.tinicum.com/, https://publishdocuments.co.uk/ and
https://www.seniorplc.com/ respectively by no later than 12 noon (London time)
on the Business Day following the date of this announcement. For the avoidance
of doubt, the contents of these websites are not incorporated into and do not
form part of this announcement.

Senior Shareholders may request a hard copy of this announcement by writing to
Senior's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, or by calling +44 (0) 371 384 2136 if calling from the
UK. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public
holidays in England and Wales). Senior Shareholders may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition should be in hard copy form, again by writing to the
address set out above or by calling the telephone number above.

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

Investors should be aware that BidCo may purchase Senior Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

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 FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Code, the Panel, the London Stock
Exchange, the FCA, the Listing Rules and the Registrar of Companies.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER 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

 

 

7 April 2026

RECOMMENDED CASH ACQUISITION

of

Senior plc ("Senior")

by

Zeus UK Bidco Limited ("BidCo")

(a newly formed company to be indirectly controlled by investment funds
advised by affiliates of Tinicum Incorporated and Blackstone Inc. (the
"Consortium"))

1        Introduction

The boards of BidCo and Senior are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition pursuant to which
BidCo shall acquire the entire issued and to be issued ordinary share capital
of Senior (other than the Existing Tinicum Shares) (the "Acquisition"). The
Acquisition is to be effected by means of a scheme of arrangement under Part
26 of the Companies Act.

2        The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this announcement and to be set out
in the Scheme Document, Scheme Shareholders shall be entitled to receive:

for each Scheme
Share                                300 pence

comprising, for each Scheme Share:

o  297.85 pence in cash from BidCo (the "Cash Consideration"); and

o  the FY25 Final Dividend of 2.15 pence, which Scheme Shareholders may
receive and retain, if the FY25 Final Dividend is approved by Senior
Shareholders at Senior's Annual General Meeting, without any reduction to the
Cash Consideration.

The Cash Consideration represents a premium of approximately:

o  36.6 per cent. to the volume-weighted average price of 218.10 pence in the
six months to 26 February 2026 (being the last Business Day prior to the start
of the Offer Period);

o  53.3 per cent. to the volume-weighted average price of 194.34 pence in the
twelve months to 26 February 2026 (being the last Business Day prior to the
start of the Offer Period); and

o  2.8 per cent. to the Closing Price per Senior Share of 289.80 pence on 2
April 2026 (being the latest practicable date prior to publication of this
announcement).

The Cash Consideration values the entire issued and to be issued ordinary
share capital of Senior at approximately £1,275 million on a fully diluted
basis and implies an enterprise value of approximately £1,399 million (the
"Implied Enterprise Value"). The Implied Enterprise Value represents a
multiple of 15.2x Senior's adjusted EBITDA and 22.0x Senior's adjusted
operating profit for the year ended 31 December 2025.

The Cash Consideration assumes that, other than the FY25 Final Dividend,
Senior Shareholders shall not receive any dividend, distribution or other
return of value.

If, on or after the date of this announcement and on or prior to the Effective
Date, and other than the FY25 Final Dividend, any dividend, distribution or
other return of value is declared, made, or paid or becomes payable by Senior,
BidCo reserves the right to reduce the Cash Consideration by an amount up to
the amount of such dividend, distribution or other return of value, in which
case references to the Cash Consideration shall be deemed to be a reference to
the Cash Consideration as so reduced. In such circumstances, Senior
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value declared, made, or paid.

It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting,
together with Forms of Proxy, shall be published as soon as reasonably
practicable and, in any event, within 28 days of this announcement (unless a
later date is agreed with the Panel).

Subject to the satisfaction or waiver of the Conditions set out in Appendix I
to this announcement, and the full terms and conditions which shall be set out
in the Scheme Document, and subject to the approval and availability of the
Court, it is expected that the Scheme shall become effective by the end of Q1
2027.

3        Background to and reasons for the Acquisition

The Consortium believes that Senior is a high-quality engineering business
with strong positions in attractive end markets, longstanding customer
relationships and the potential for significant opportunities for further
operational and strategic development best facilitated under committed private
ownership. In evaluating the Acquisition, the Consortium has been attracted
not only by the quality of the business, but also by the degree to which
Senior aligns with the Consortium's established history of investing in,
supporting and improving highly engineered aerospace and industrial components
companies. The Consortium believes that this experience is directly relevant
to Senior and its end markets and would assist the Consortium in supporting
the continued development of the business.

Within the Consortium, Tinicum brings highly relevant and complementary
industrial and aerospace experience, including through AeroFlow Technologies
and other engineered products investments, while Blackstone contributes
substantial experience investing in, scaling and supporting complex industrial
businesses through active ownership, strategic development and disciplined
execution, in addition to its scale and financial resources. The Consortium
believes that this combination creates a compelling ownership framework for
Senior and provides a strong basis for execution, long-term support and
responsible stewardship.

The Consortium's investment activity in the aerospace components sector has
reinforced its conviction in the attractiveness of these markets and in the
value of active, long-term industrial ownership. The Consortium's most recent
aerospace investment was the acquisition of TriMas Aerospace, which has been
combined with PennAero to form a leading manufacturer of aerospace fasteners
and related specialty components.

A key element of the Consortium's rationale for the Acquisition is Tinicum's
ownership of AeroFlow Technologies, which was created through the acquisition
of Leggett & Platt's Aerospace Products Group and has since expanded
through the acquisitions of G&L Tube and Evans Alloys. AeroFlow
Technologies' capabilities, together with its operations across the United
States, the United Kingdom and France, provide the Consortium with relevant
complementary aerospace experience and familiarity that it believes would be
helpful in supporting the long-term development of Senior. The Consortium
shall place Senior and AeroFlow Technologies under common ownership as part of
the Acquisition and believes that this would represent a complementary
addition to the broader investment case for Senior, providing additional
adjacent aerospace exposure and earnings resilience.

In the Consortium's view, its broader sector footprint, active operating
engagement and experience across aerospace programmes would support Senior in
strengthening its customer relationships, deepening industry connectivity,
reinforcing its strategic relevance and enhancing the overall strength of the
combined platform's customer offering.

Attracting and retaining talent is another important element of the
Consortium's transaction rationale. The Consortium believes that companies
within its portfolio are regarded as employers of choice in the highly
competitive aerospace manufacturing market. The Consortium believes that this
would provide Senior with access to a deeper pool of skilled talent in certain
of its important production facilities and, over time, support the attraction,
development and retention of talent in parts of the combined platform where
labour availability and specialised technical capability are particularly
important.

The Consortium believes that Senior would be best supported under private
ownership, which would provide greater flexibility to pursue targeted organic
and inorganic growth opportunities without public market expectations and
requirements. In the Consortium's view, this ownership model would enable
Senior to take a disciplined and long-term approach to capital allocation,
including investing in growth initiatives, supporting innovation and R&D,
pursuing selective acquisitions where strategically and financially
attractive, and optimising the portfolio and cost structure in a flexible and
disciplined manner. More broadly, the Consortium operates with a longer
investment horizon than traditional private equity and believes that,
unconstrained by a fixed exit timetable, this approach is well suited to
supporting Senior's long-term industrial development and value creation.

Overall, the Consortium believes that the Acquisition represents an attractive
opportunity to combine a high-quality UK-listed engineering business with
committed long-term ownership, relevant sector expertise and significant
capital resources, with a view to delivering sustainable long-term value
creation.

4        Recommendation

The Senior Directors, who have been so advised by Lazard as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice to the Senior Directors, Lazard has taken
into account the commercial assessments of the Senior Directors. Lazard is
providing independent financial advice to the Senior Directors for the
purposes of Rule 3 of the Code.

Accordingly, the Senior Directors intend to recommend unanimously that Senior
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting as the Senior Directors have
irrevocably undertaken to do in respect of their own beneficial holdings of
Senior Shares representing, in aggregate, approximately 0.6 per cent. of the
ordinary share capital of Senior, and approximately 0.6 per cent. of the
Scheme Shares, in each case in issue on 2 April 2026 (being the latest
practicable date prior to this announcement).

5        Irrevocable undertakings

BidCo has received irrevocable undertakings from each of the Senior Directors
to vote in favour (or procure a vote in favour) of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting, in respect
of their own beneficial holdings of Senior Shares amounting, in aggregate, to
a total of 2,620,740 Senior Shares, representing approximately 0.6 per cent.
of the ordinary share capital of Senior, and approximately 0.6 per cent. of
the Scheme Shares, in each case in issue on 2 April 2026 (being the latest
practicable date prior to this announcement).

BidCo has also received an irrevocable undertaking to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at the General
Meeting from Alantra in respect of a total of 72,307,009 Senior Shares
representing, in aggregate, approximately 17.2 per cent. of Senior's ordinary
share capital, and approximately 17.7 per cent. of the Scheme Shares, in each
case in issue on 2 April 2026 (being the latest practicable date prior to this
announcement).

BidCo has therefore received irrevocable undertakings in respect of a total of
74,927,749 Scheme Shares representing, in aggregate, approximately 17.9 per
cent. of Senior's ordinary share capital, and approximately 18.3 per cent. of
the Scheme Shares, in each case in issue on 2 April 2026 (being the latest
practicable date prior to this announcement).

Further details of these irrevocable undertakings (including the circumstances
in which they shall fall away) are set out in Appendix III to this
announcement.

6        Background to and reasons for the recommendation

Senior today: A leading Fluid Conveyance and Thermal Management business

Over recent years, Senior has delivered consistent operational and financial
progress, reflecting sustained execution of its stated strategy. 2025 marked a
pivotal year for Senior, with the successful divestment of its Aerostructures
business, thereby positioning Senior as a global, leading Fluid Conveyance and
Thermal Management ("FCTM") business. Under the FCTM strategy, Senior supplies
highly engineered products and systems with differentiated capabilities,
supported by design-rich intellectual property and technical expertise.
Harnessing its technical capabilities and established cost competitive global
footprint of 19 operating businesses in 10 countries, Senior has built deep
customer relationships in attractive and structurally resilient end markets.

The business is ideally positioned to benefit from longer term industry
megatrends across its Aerospace and Flexonics divisions, notably growth in air
travel, increased defence spending, energy consumption growth, electrification
and digitalisation. All of these trends provide Senior with confidence that it
is optimally placed to meet market needs and deliver long term value creation
for shareholders.

The strong execution of Senior's strategy was demonstrated by its strong
financial and operational performance delivered for the financial year to 31
December 2025, with revenue up 6% to £738.2 million and adjusted profit
before tax up 24% to £51.2 million, both on a constant currency basis, driven
in particular by an improvement in the Aerospace division. Through its focus
on disciplined capital allocation, the business also delivered good progress
on ROCE, which increased by 140bps to 13.1%, benefitting from both the
disposal of Aerostructures and adjusted operating profit growth.

Senior delivered excellent operating cashflow conversion of 90% in 2025. This,
together with the proceeds from the disposal of Aerostructures, resulted in a
reduction in year-end leverage (net debt to EBITDA) to 0.9x. The balance sheet
was further de-risked in 2025 through the successful completion of a buy-in
transaction for the closed UK defined benefit pension plan.

Performance in 2025 also demonstrated good progress against the delivery of
the Senior Group's medium-term targets as set out at the 2025 Investor Day,
namely:

·      at least double-digit group adjusted operating margins:

o  at least mid-teens operating margins in the Aerospace division; and

o  10-12% operating margins in the Flexonics division;

·      cash conversion of greater than 85% through the cycle; and

·      ROCE of 15-20%.

These targets are supported by an expectation of mid-single digit organic
growth through-the-cycle and are underpinned by a strong balance sheet, with
leverage of between 0.5x and 1.5x.

On 2 March 2026, the Senior Board reconfirmed its expectations for the 2026
outlook. It remains confident in delivering enhanced shareholder value as it
executes on its strategy and continues to strengthen its financial performance
in line with its medium-term financial targets.

Proposal from Advent and subsequent engagement with other potential offerors,
including BidCo

Shortly after announcing the completion of the divestment of the
Aerostructures business at the end of 2025, the Senior Board received an
unsolicited, non-binding all-cash offer from Advent International ("Advent")
in January 2026 and two further proposals from Advent in February 2026. Given
the strong prospects for the Senior Group, the Senior Board unanimously
rejected these proposals, the highest of which set out the terms of an
all-cash offer at 272 pence per Senior Share, on the grounds that the
proposals undervalued Senior and its future prospects.

However, mindful of its fiduciary obligations to consider all options for
maximising shareholder value, during the period of Advent's approaches in
January and February 2026, the Senior Board appointed Lazard and Jefferies to
initiate discussions with a limited number of other third parties regarding a
possible offer for the entire issued and to be issued share capital of Senior,
to determine the value that could potentially be achieved. Following a period
of discussions with these other parties, the Senior Board received further,
superior all-cash proposals from two other potential offerors, BidCo and
Arcline Investment Management ("Arcline").

The Senior Board continued discussions with a number of potential offerors and
provided access to confirmatory due diligence materials in order to assist
BidCo, Advent and Arcline in their understanding and assessment of Senior with
a view to determining the maximum value that could potentially be achieved.
The highest of the proposals was received from BidCo at 297.85 pence per
Senior Share and the right to retain the FY25 Final Dividend, on terms which
the Senior Board intends to unanimously recommend to Senior Shareholders.

In considering the financial terms of the Acquisition and determining whether
they reflect an appropriate valuation of Senior and its future prospects, the
Senior Board took into account a number of factors, including that:

·   the Acquisition reflects the strength of Senior's business and its
future prospects, and provides an opportunity for Senior Shareholders to
crystallise, in cash, the value of their investments at a fair and reasonable
value; and

·      the Cash Consideration represents:

o  a multiple of approximately:

§ 15.2x Senior's adjusted EBITDA for the year ended 31 December 2025; and

§ 22.0x Senior's adjusted operating profit for the year ended 31 December
2025; and

o  a premium of approximately:

§ 36.6 per cent. to the volume-weighted average price of 218.10 pence in the
six months to 26 February 2026 (being the last Business Day prior to the start
of the Offer Period);

§ 53.3 per cent. to the volume-weighted average price of 194.34 pence in the
twelve months to 26 February 2026 (being the last Business Day prior to the
start of the Offer Period); and

§ 2.8 per cent. to the Closing Price per Senior Share of 289.80 pence on 2
April 2026 (being the latest practicable date prior to publication of this
announcement).

Accordingly, while the Senior Board remains confident in its ability to
deliver sustainable value for Senior Shareholders, the Senior Directors
believe that the Acquisition represents an attractive opportunity for Senior
Shareholders to realise an immediate and certain cash value for their
investment, relative to a longer period to potentially realise this value as
an independent public company.

In considering the Acquisition, the Board has taken into account BidCo's
stated intentions for the business, including BidCo's intention to place
Senior and AeroFlow Technologies under common ownership and BidCo's intentions
for Senior's employees, customers and other stakeholders, as set out in
paragraph 9.

Following careful consideration of the financial terms of the Acquisition, the
combination of value and certainty that the terms of the Acquisition provides
to Senior Shareholders, and the above factors, the Senior Directors intend to
unanimously recommend that Senior Shareholders vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the General Meeting,
as the Senior Directors who hold Senior Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of Senior Shares, amounting in
aggregate to 2,620,740 Senior Shares representing approximately 0.6 per cent.
of the share capital of Senior, and approximately 0.6 per cent. of the Scheme
Shares, in each case in issue on 2 April 2026 (being the latest practicable
date prior to this announcement).

7        Information on BidCo and the Consortium

Information on BidCo

BidCo is a private limited company incorporated under the laws of England and
Wales on 26 March 2026 for the purposes of the Acquisition. As at the
Effective Date, it is intended that BidCo will be indirectly owned in the
following proportions (i) funds affiliated with Tinicum will own 51 per cent.
(which shall be inclusive of any passive co-investment by Cliffwater as
referred to in paragraph 12 below); and (ii) funds affiliated with Blackstone
will own 49 per cent.

Information on Tinicum

Tinicum manages a diversified group of industrial technology, manufacturing,
and distribution companies. Tinicum manages $5.2 billion of assets,
principally comprising family and individual capital, with a focus on
controlling interests in private companies. As of April 2026, Tinicum's core
holdings earn aggregate annual revenues of $3.8 billion and employ 16,800
individuals across operations in 28 countries. Tinicum's approach centres on
strengthening organisations, developing new products and services, entering
new and adjacent markets, globalising sales and production, and acquiring
complementary businesses.

Information on Blackstone

Blackstone is one of the leading investment firms in the world. Blackstone
seeks to create positive economic impact and long-term value for its
investors, the companies it invests in, and the communities in which it
operates. Blackstone's asset management businesses, with $1.3 trillion in
assets under management as of March 2026, include investment vehicles focused
on private equity, real estate, public debt and equity, non-investment grade
credit, real assets and secondary funds, all on a global basis. Further
information is available at www.blackstone.com (http://www.blackstone.com) .

8        Information on the Senior Group

Senior is a specialised engineering company that designs, engineers and
manufactures high performance, mission critical components used in extreme
environments across structurally growing end markets including civil
aerospace, defence, land vehicles and power and energy. Senior's purpose is to
help engineer the transition to a sustainable world for the benefit of all its
stakeholders and it achieves this through harnessing its expertise in Fluid
Conveyance and Thermal Management in the engineering and manufacturing of
specialist bellows, ducting, hoses and expansion joints.

Senior is a trusted strategic supplier and partner to blue chip customers
across its two divisions, Aerospace and Flexonics, supported by intellectual
property and its cost competitive manufacturing footprint of 19 operating
businesses across 10 countries. The Aerospace division serves customers in the
civil aerospace (32% of FY2025 revenue from continuing operations), defence
(16%) and adjacent (10%) markets. The Flexonics division serves customers in
the Land Vehicles (25% of FY2025 revenue from continuing operations) and Power
& Energy (17%) markets. Senior is listed on the official list of the
London Stock Exchange.

9        Intentions of BidCo

As set out in paragraph 3, BidCo believes that the Acquisition represents an
attractive opportunity to support a high-quality UK-headquartered engineering
business with committed long-term ownership, deep sector expertise and
significant capital resources, with a view to delivering sustainable long-term
value creation. Consistent with that strategy, BidCo shall place Senior and
AeroFlow Technologies under common ownership and intends to work with the
Senior and AeroFlow Technologies teams to undertake a detailed evaluation of
how best to coordinate and, where appropriate, integrate certain aspects of
their businesses and operations over time to enable the combined platform to
offer a varied set of offerings to support its customers.

Prior to this announcement, BidCo has been granted access to Senior's senior
management for confirmatory due diligence. Accordingly, BidCo has developed a
preliminary strategy for Senior following the Acquisition, as reflected below.
That strategy is based on BidCo's belief that Senior would benefit from
committed long-term ownership, deep industrial and aerospace expertise and the
opportunity to broaden its capabilities and customer offering over time,
including as may arise through AeroFlow Technologies and Senior becoming a
combined platform. BidCo believes this would provide complementary adjacent
aerospace exposure and additional earnings resilience, whilst strengthening
customer relationships through increased relevance across customer programmes,
a broader sector footprint and deeper operating engagement.

Following the Acquisition becoming Effective, BidCo intends to expand upon the
work already conducted by undertaking, together with the Senior and AeroFlow
Technologies teams where appropriate, a detailed evaluation of the business,
operations, and organisational structure of Senior and AeroFlow Technologies
in order to determine how best to support the long-term development of Senior
and the broader combined platform. BidCo intends that this evaluation and the
development of an implementation plan (the "Implementation Plan") will be
completed within approximately 6 months of the Effective Date, and will focus
on:

·     an assessment of the performance, short and long-term objectives,
strategy, market position, strategic alignment and long-term potential of
Senior's divisions and the businesses within them;

·     considering how best to position Senior's businesses for greater
competitive strength over the longer term, and continuing the optimisation of
Senior that Senior's management team has been undertaking over the past few
years, which would include evaluating the best corporate organisational set up
for Senior in a private context to maximise potential and create value;

·     a review of capital allocation frameworks with a view to
increasing investment for growth and how best to position the business to
compete for greater market share;

·      engaging with the key stakeholders, including employees and
customers;

·  consideration of operational improvement opportunities across the global
supply chain and manufacturing footprint;

·     assessing areas of complementary product capability and
engineering know-how between Senior and AeroFlow Technologies;

·   identifying opportunities to broaden the combined platform's technical
capabilities and customer offering over time; and

·      assessing Senior's existing research and development and
identifying areas of expertise.

Employees and management

BidCo attaches great importance to the skill and experience of Senior's
management and employees and considers them key to the success of Senior.
BidCo, under committed long-term private ownership, intends to provide ongoing
investment to grow the business, and believes that Senior's employees will
benefit from opportunities to support the continued development of the
business over the longer term.

BidCo intends to undertake a review of Senior's employee base to determine if
any material headcount reductions will be necessary as part of the development
of the Implementation Plan. Subject to applicable employee information and
consultation requirements, any operational and administrative efficiencies may
involve headcount reduction, though BidCo does not intend for these to be
material. Additionally, following the delisting of Senior Shares and
re-registration of Senior as a private limited company (as further described
in paragraph 15 below), a limited number of listed company-related functions
are intended to be reduced in scope.

The detailed steps for any intended headcount reductions are subject to the
post Effective Date review referred to above and would also be subject to
comprehensive and detailed planning, appropriate engagement and consultation
with representatives and other stakeholders, including affected employees and
any appropriate employee representative bodies in accordance with BidCo's
legal obligations.

Save as set out above, BidCo does not intend for there to be any material
change in the balance of skills and functions of employees and management in
Senior to arise as a consequence of the Acquisition. Where any roles are
impacted, BidCo will comply with applicable law, including any information and
consultation obligations.

It is also intended that, upon the Acquisition becoming Effective, each of the
non-executive members of the Senior Board shall resign from their office as a
director of Senior.

Existing rights and pension schemes

Following the Acquisition becoming Effective, the existing employment rights,
including pension rights, of the management and employees of Senior shall be
fully safeguarded in accordance with applicable law. BidCo's plans for Senior
do not involve any material change in the employment rights of, or in the
conditions of employment of, Senior employees, unless otherwise agreed with
the relevant employee.

Senior operates funded defined benefit pension schemes in the UK and the US,
an unfunded defined benefit arrangement in Germany, unfunded closed pension
and post-retirement healthcare plans in the US, a provision for
post-retirement payments in France, and defined contribution pension schemes
in the UK and the US.

The Senior US defined benefit pension scheme is currently closed to the
admission of new members and to the future accrual of benefits for existing
members. BidCo intends that the current employer contributions for the funding
of the Senior US defined benefit pension scheme shall continue on their
current terms without change until the next actuarial valuation of this scheme
is obtained by the trustees. It is not intended that any changes shall be made
to reopen this scheme to the admission of new members.

The Senior UK defined benefit pension scheme is currently closed to the
admission of new members and to the future accrual of benefits for existing
members. The benefits of all members of the UK defined benefit scheme were
bought-in with an insurance company in 2025, and no contributions are
currently payable. It is not intended that any changes shall be made to reopen
this scheme to the admission of new members or to the future accrual of
benefits.

Locations, headquarters, headquarter functions, and research and development

BidCo has no intentions to change the location of Senior's headquarters,
headquarter functions (other than listed company-related functions) or places
of business and has no intentions for any material redeployment of Senior's
fixed assets.

BidCo understands the importance of R&D to Senior and its businesses and
has no intentions to reduce Senior's investment in R&D functions or to
make any material changes in the nature of those functions.

Trading facilities

Senior is currently listed on the Official List and, as set out in paragraph
15 below, a request shall be made to the London Stock Exchange to cancel
trading in Senior Shares and de-list Senior from the Official List and
re-register it as a private company as soon as practicable following the
Effective Date.

No statements in this paragraph 9 constitute "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.

10      Arrangements between BidCo and Senior management

BidCo has not entered into, and has not discussed any form of, incentivisation
arrangements with members of Senior's management or senior employees of
Senior, and has no plans to do so prior to the Acquisition becoming Effective.
Following the Acquisition becoming Effective, BidCo intends to put in place
customary incentivisation arrangements as appropriate for the management and
senior employees of Senior.

11      Senior Share Plans

Participants in the Senior Share Plans shall be contacted regarding the effect
of the Acquisition on their rights under the Senior Share Plans and
appropriate proposals shall be made to such participants in due course.

Details of the impact of the Scheme on each of the Senior Share Plans and the
terms of such proposals shall be set out in the Scheme Document and in
separate letters to be sent to participants in the Senior Share Plans.

12      Financing

BidCo is providing the cash consideration payable under the Acquisition
through a mix of equity to be drawn from the Consortium (which is expected to
include a passive minority co-investment by Cliffwater LLC ("Cliffwater")) and
invested indirectly in BidCo and from a new credit facility that has been
arranged by Barclays. In addition, other potential investors may acquire
indirect minority interests in BidCo during the Offer Period or after the
Effective Date.

Barclays, as financial adviser to BidCo, is satisfied that sufficient
resources are available to BidCo to satisfy in full the cash consideration
payable to Senior Shareholders under the terms of the Acquisition.

Cliffwater is an independent alternative investment adviser and fund manager.
Founded in 2004, Cliffwater has been shaping how alternatives are understood
and accessed through its research, proprietary indices, and innovative
evergreen private markets funds. Cliffwater's expertise spans the alternative
spectrum including private equity, private credit, real assets, and hedge
funds. Cliffwater is also one of the largest providers of alternative
investment solutions for the wealth management channel. Cliffwater's private
markets interval fund platform is now the largest in the market with $44.5
billion in net assets as of March 31, 2026.

13      Offer-related arrangements

Confidentiality Agreement

Tinicum and Senior entered into a confidentiality agreement (the
"Confidentiality Agreement") on 13 February 2026. Pursuant to the
Confidentiality Agreement, Tinicum has undertaken to: (i) keep certain
information relating to, inter alia, the Acquisition and Senior confidential
and not to disclose it to third parties (other than to certain permitted
parties) unless required by applicable law or regulation; and (ii) use the
confidential information solely for the purpose of evaluating, negotiating,
advising on, financing or implementing the Acquisition.

The Confidentiality Agreement also includes certain standstill undertakings
(which ceased to apply upon the release of this announcement) and customary
non-solicitation undertakings in respect of certain Senior employees.

Blackstone subsequently agreed to be bound by the terms of the Confidentiality
Agreement.

The obligations under the Confidentiality Agreement shall remain in force for
a period of 18 months from the date of the Confidentiality Agreement.

Co-operation Agreement

BidCo and Senior have entered into the Co-operation Agreement pursuant to
which they have, among other things, each agreed to: (i) co-operate in
relation to the satisfaction of the Conditions and the preparation of the
Scheme Document; and (ii) certain arrangements in relation to the payment of
dividends (as summarised in paragraph 16 below). BidCo has agreed to use all
reasonable endeavours to obtain the Regulatory Clearances (including which
relate to Blackstone acquiring an indirect interest in AeroFlow Technologies).
The Co-operation Agreement also records the intention of BidCo and Senior to
implement the Acquisition by way of the Scheme, subject to BidCo having the
right to implement the Acquisition by way of a Takeover Offer in certain
circumstances and in compliance with the Code. BidCo and Senior have further
agreed to certain customary provisions in the event that BidCo exercises its
right to switch to a Takeover Offer.

The Co-operation Agreement will be capable of termination in certain
circumstances, including:

(i)         if BidCo and Senior so agree in writing;

(ii)     if a competing offer for Senior completes, becomes effective or is
declared unconditional in all respects;

(iii)   upon service of written notice by BidCo to Senior, if the Senior
Directors withdraw their recommendation of the Acquisition and there is no
subsequent recommendation of the Senior Directors to the Scheme Shareholders
to vote in favour of the Scheme (or to accept the Takeover Offer, if the
Scheme should switch to a Takeover Offer) prior to the service of such notice;
or

(iv)      upon service of written notice by BidCo to Senior or Senior to
BidCo, if the Effective Date has not occurred by the Long-stop Date, unless
otherwise agreed between BidCo and Senior in writing or required by the Panel.

The Co-operation Agreement also contains provisions that apply in respect of
directors' and officers' insurance, the Senior Share Plans and certain other
employee-related matters.

Clean Team Agreement

Tinicum, Senior and Blackstone entered into a clean team agreement (the "Clean
Team Agreement") on 3 March 2026 which set out, among other things, certain
procedures and principles to be followed to ensure adequate treatment of
certain commercially sensitive confidential information between Senior and the
Consortium's clean team individuals and/or external advisers.

Joint Defence Agreement

BidCo and Senior have put in place a confidentiality and joint defence
agreement on 10 March 2026 (the "Joint Defence Agreement"), which sets out how
confidential information that is commercially sensitive can be disclosed, used
or shared between BidCo's external legal counsel and/or economists and
Senior's external legal counsel and/or economists for the purposes of
obtaining the consent of competition authorities and/or regulatory clearances
in connection with the Acquisition.

Bid Conduct Agreement

Tinicum Lantern and Blackstone Management have entered into the Bid Conduct
Agreement on or around the date hereof, pursuant to which they have agreed
certain principles in accordance with which they intend to co-operate in
respect of the Acquisition.

Pursuant to the Bid Conduct Agreement, Tinicum Lantern and Blackstone
Management have agreed to make certain decisions with respect to the conduct
of the Acquisition unanimously. In addition, the Bid Conduct Agreement
provides for the contribution of the entire interest held by one of Tinicum's
affiliates in the parent of AeroFlow Technologies into common ownership with
Senior as part of the Acquisition.

The Bid Conduct Agreement will terminate on the earliest of the dates that is:
(i) 14 days after the Effective Date; (ii) the date on which the Offer lapses
or is withdrawn (other than where such lapse or withdrawal is for the purposes
of switching to a Takeover Offer); (iii) the date on which any competitive
offer in relation to the entire issued share capital of Senior becomes
effective in accordance with its terms (in the case of a Scheme) or is
declared or becomes unconditional in accordance with the Code (in the case of
a Takeover Offer); (iv) the date on which the parties thereto mutually agree;
or (v) the Long-stop Date.

14      Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a
Court-approved scheme of arrangement under Part 26 of the Companies Act,
although BidCo reserves the right to implement the Acquisition by means of a
Takeover Offer (subject to Panel consent and the terms of the Co-operation
Agreement).

The purpose of the Scheme is to provide for BidCo to become the holder of the
entire issued and to be issued ordinary share capital of Senior not already
directly or indirectly owned by it. This is to be achieved by the transfer of
Scheme Shares to BidCo, in consideration for which Scheme Shareholders shall
receive cash consideration on the basis set out in paragraph 2 of this
announcement.

The Existing Tinicum Shares will not be Scheme Shares and will not be acquired
by BidCo pursuant to the Acquisition, but will be acquired by BidCo on or as
soon as practicable after the Effective Date. Tinicum will not be permitted to
vote such Senior Shares at the Court Meeting, but will be permitted to vote
such Senior Shares at the General Meeting.

The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this announcement, and to the full terms and
conditions to be set out in the Scheme Document and shall only become
effective, if, among other things, the following events occur on or before
11.59 p.m. on the Long-stop Date:

(i)         the approval of the Scheme by a majority in number of
Scheme Shareholders who are present and vote, whether in person or by proxy,
at the Court Meeting and who represent 75 per cent. in value of Scheme Shares
validly voted by those Scheme Shareholders;

(ii)     the resolutions required to approve and implement the Scheme being
duly passed by Senior Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting;

(iii)      the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Senior and BidCo);

(iv)       the delivery of a copy of the Court Order to the Registrar of
Companies; and

(v)        the satisfaction or waiver of the Regulatory Clearances.

Given the material significance of common ownership of Senior and AeroFlow
Technologies to the Consortium's strategic rationale for the Acquisition,
Senior Shareholders should be aware that certain of the Conditions set out in
paragraph 3 of Part A of Appendix I relate to Blackstone acquiring an indirect
interest in AeroFlow Technologies and if such Conditions are not satisfied, it
would be BidCo's intention to seek the Panel's consent to invoke such
Condition(s) to cause the Acquisition to lapse.

The Scheme shall lapse if:

·           the Court Meeting and the General Meeting are not held by
the 22(nd) day after the expected date of such meetings, to be set out in the
Scheme Document in due course (or such later date as may be agreed between
BidCo and Senior);

·            the Court Hearing is not held by the 22(nd) day
after the expected date of such hearing to be set out in the Scheme Document
in due course (or such later date as may be agreed between BidCo and Senior);
or

·            the Scheme does not become effective by no later than
11.59 p.m. on the Long-stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing as set out above may be waived by BidCo,
and the deadline for the Scheme to become effective may be extended by
agreement between Senior and BidCo.

Subject to satisfaction (or waiver, where applicable) of all relevant
conditions, including the Conditions and further terms set out below and in
Appendix I to this announcement and the full terms and conditions to be set
out in the Scheme Document, the Scheme is expected to become effective by the
end of Q1 2027.

Upon the Scheme becoming effective, it shall be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.

Further details of the Scheme, including an expected timetable of principal
events relating to the Acquisition, shall be set out in the Scheme Document.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting, together with Forms of
Proxy, is expected to be published as soon as reasonably practicable and, in
any event, within 28 days of this announcement (unless a later date is agreed
with the Panel).

The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the FCA, the
Listing Rules, the Court and the Registrar of Companies.

15      De-listing and re-registration

Prior to the Scheme becoming effective, Senior shall make an application for
the cancellation of trading of Senior Shares on the Main Market and for the
cancellation of the listing of Senior Shares on the Official List, in each
case to take effect on or shortly after the Effective Date. The last day of
dealings in Senior Shares on the Main Market is expected to be the Business
Day immediately prior to the Effective Date and no transfers shall be
registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Senior Shares shall
cease to be valid and entitlements to Senior Shares held within the CREST
system shall be cancelled.

It is also proposed that, following the Effective Date and after its shares
are delisted, Senior shall be re-registered as a private limited company.

16      Dividends

If the FY25 Final Dividend is approved by Senior Shareholders at Senior's
Annual General Meeting, the Scheme Shareholders may receive and retain the
FY25 Final Dividend without any reduction to the Cash Consideration.

The Cash Consideration assumes that, other than the FY25 Final Dividend,
Senior Shareholders shall not receive any dividend, distribution or other
return of value. If, on or after the date of this announcement and on or prior
to the Effective Date, and other than the FY25 Final Dividend, any dividend,
distribution or other return of value is declared, made, or paid, or becomes
payable by Senior, BidCo reserves the right to reduce the Cash Consideration
by an amount up to the amount of such dividend, distribution or other return
of value in which case references to the Cash Consideration will be deemed to
be a reference to the Cash Consideration as so reduced. In such circumstances,
Senior Shareholders shall be entitled to retain any such dividend,
distribution or other return of value declared, made, or paid.

17      Disclosure of Interests in Senior

Save in respect of the irrevocable undertakings referred to in paragraph 5
above and as disclosed below, as at the close of business on 2 April 2026
(being the last practicable date prior to the date of this announcement)
neither BidCo, nor any of its directors, nor, so far as BidCo is aware, any
person acting in concert (within the meaning of the Code) with it has either:

(i) any interest in or right to subscribe for any relevant securities of
Senior;

(ii) any short positions in respect of relevant Senior Shares (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;

(iii) any Dealing Arrangement, in relation to Senior Shares or in relation to
any securities convertible or exchangeable into Senior Shares; nor

(iv) borrowed or lent any relevant Senior Shares (including, for these
purposes, any financial collateral arrangements of the kind referred to in
Note 3 on Rule 4.6 of the Code), save for any borrowed shares which had been
either on-lent or sold:

 Name                                                    Nature of Interest                Number of Senior Shares
 Tinicum Incorporated, via four of its affiliated funds  Ordinary shares of 10 pence each  9,917,706

 

'Interests in securities' for these purposes 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
shall 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.

18      General

BidCo reserves the right to elect (with the consent of the Panel, and subject
to the terms of the Co-operation Agreement) to implement the Acquisition by
way of a Takeover Offer for the Senior Shares (other than the Existing Tinicum
Shares or any Senior Shares already held by BidCo) as an alternative to the
Scheme. In such event, the Takeover Offer shall be implemented on the same
terms, so far as applicable, and subject to the terms of the Co-operation
Agreement, as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the Acquisition,
including (without limitation) if required by the Co-operation Agreement, an
acceptance condition set at no more than seventy-five (75) per cent. of Senior
Shares or such lesser percentage (being more than fifty (50) per cent.) of
Senior Shares as BidCo may decide (subject to the consent of the Panel to the
extent necessary).

If the Offer is effected by way of a Takeover Offer and such Takeover Offer
becomes or is declared unconditional and sufficient acceptances are received,
BidCo intends to: (i) make a request to the FCA to cancel the listing of the
Senior Shares from the Official List; (ii) make a request to the London Stock
Exchange to cancel trading in Senior Shares on its market for listed
securities; and (iii) exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act to acquire compulsorily the remaining Senior
Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this announcement and the full terms and conditions to be
set out in the Scheme Document.

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.

It is expected that the Scheme Document and the Forms of Proxy accompanying
the Scheme Document shall be published as soon as practicable and, in any
event, within 28 days of this announcement (unless a later date is agreed with
the Panel). The Scheme Document and Forms of Proxy shall be made available to
all Senior Shareholders at no charge to them.

Barclays, Lazard, Jefferies, BMO and Deutsche Numis 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.

19      Documents available on website

Copies of the following documents shall be made available on BidCo's and
Senior's websites at https://www.tinicum.com/,
(https://www.tinicum.com/possible-offer-for-senior-plc.html)
(https://www.tinicum.com/possible-offer-for-senior-plc.html)
https://publishdocuments.co.uk
(https://www.tinicum.com/possible-offer-for-senior-plc.html) /
(https://www.tinicum.com/possible-offer-for-senior-plc.html) and
https://www.seniorplc.com respectively, promptly and by no later than 12 noon
on the Business Day following the date of this announcement, subject to
certain restrictions relating to persons residing in Restricted Jurisdictions
until the end of the Offer Period:

·            this announcement;

·            the irrevocable undertakings referred to in
paragraph 5 above and summarised in Appendix III to this announcement;

·            documents relating to the financing of the Scheme
referred to in paragraph 12 above;

·          any offer-related arrangement or other agreement,
arrangement or commitment permitted under, or excluded from Rule 21.2 of the
Code referred to in paragraph 13 above; and

·           the consent letter from each of Barclays, Lazard,
Jefferies, BMO and Deutsche Numis referred to in paragraph 18 above.

 

 Enquiries:
 Senior                                                                   +44 (0)1923 714 745
 David Squires, Group Chief Executive Officer
 Alpna Amar, Group Chief Financial Officer

 Lazard (Lead financial adviser to Senior)                                +44 (0)20 7187 2000
 Richard Shaw
 Louise Campbell
 James Cliffe

 Jefferies (Financial adviser and joint corporate broker to Senior)       +44 (0)20 7029 8000
 Chris Squire
 Sam Barnett

 Harry Le May

 Deutsche Numis (Financial adviser and joint corporate broker to Senior)  +44 (0)20 7260 1397
 Jonathan Wilcox
 Will Wickham

 FGS Global (PR adviser to Senior)                                        +44 (0)20 7251 3801
 James Murgatroyd
 Richard Webster-Smith

 BidCo
 Matthew Lombardi (Tinicum)                                               +1 212 446 9306
 Dafina Grapci-Penney (Blackstone)                                        +44 (0)20 7451 4000
 Matthew Thomas (Blackstone)

 Barclays (Lead financial adviser to the Consortium and BidCo)            +44 (0)20 7623 2323
 Davide Sala
 Adrian Beidas
 Guy Bomford
 Akshay Majithia

 Eoin Healy

Linklaters LLP and Goodwin Procter LLP are retained as legal advisers to the
Consortium and BidCo, the Consortium and Tinicum. Freshfields LLP is retained
as legal adviser to Blackstone, and Simpson Thacher & Bartlett LLP is
retained as regulatory counsel to Blackstone. Slaughter and May is retained as
legal adviser to Senior.

BMO Capital Markets Corp. is retained as an additional financial adviser to
Bidco and the Consortium.

 

Important Notices relating to Financial Advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the FCA and the PRA, is acting exclusively for BidCo and
the Consortium and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than BidCo and the
Consortium for providing the protections afforded to clients of Barclays nor
for providing advice in relation to any matter referred to in this
announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
UK by the FCA, is acting exclusively as financial adviser to Senior and no one
else in connection with the Acquisition and will not be responsible to anyone
other than Senior for providing the protections afforded to clients of Lazard
nor for providing advice in relation to the Acquisition or any other matters
referred to in this announcement. Neither Lazard 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 Lazard in connection with the Acquisition, this
announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the UK, is acting exclusively as financial adviser and
joint corporate broker to Senior and no one else in connection with the
matters described in this announcement and will not regard any other person as
its client in relation to the matters in this announcement and will not be
responsible to anyone other than Senior for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this announcement. Neither Jefferies nor any of its affiliates
(nor 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 Jefferies in connection with this announcement,
any statement contained herein or otherwise.

BMO Capital Markets Corp. ("BMO"), a registered broker-dealer with the US
Securities and Exchange Commission ("SEC") and also a member of the Financial
Industry Regulatory Authority ("FINRA"), is acting exclusively for BidCo and
the Consortium and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to anyone other
than BidCo and the Consortium for providing the protections afforded to
clients of BMO nor for providing advice in relation to any matter referred to
in this announcement. Neither BMO nor any of its affiliates 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 BMO in connection with this announcement, any statement
contained herein or otherwise.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the UK, Deutsche Bank AG is
authorised by the PRA. It is subject to regulation by the FCA and limited
regulation by the PRA. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the PRA are available from Deutsche Bank AG on
request. Deutsche Bank AG, acting through its London branch (which is trading
for these purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively
for Senior and no one else in connection with the Acquisition and will not be
responsible to anyone other than Senior for providing the protections afforded
to clients of Deutsche Bank nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Deutsche Numis 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
Deutsche Numis in connection with the Acquisition, this announcement, any
statement contained herein or otherwise.

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or invitation to
purchase or subscribe for any securities or the solicitation of an offer to
buy any securities, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
document) which, together with the Forms of Proxy, shall contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any decision in respect of the Acquisition
(including any vote in respect of the Scheme or other response in relation to
the Acquisition) should be made only on the basis of the information in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer document).

This announcement has been prepared for the purpose of complying with the laws
of England and Wales and the 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 England and
Wales.

Senior shall prepare the Scheme Document to be distributed to Senior
Shareholders. Senior and BidCo urge Senior Shareholders to read the Scheme
Document when it becomes available because it shall contain important
information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus exemption
document.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to
act as exempt principal trader in Senior securities on the London Stock
Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(https://urldefense.com/v3/__http:/www.londonstockexchange.com__;!!AcBi8707M5M!ttO5pMxz3U8x6UZYBGJPaLB6jxYCgUkrMelEwmkrpKLSvpP8Ge7JezkL5T8ODlNDDAnBt2LSvO0lNbFO8Ptnbwf3$)
. This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law. Persons
who are not resident in the United Kingdom or who are subject to the laws of
jurisdictions other than the UK (including Restricted Jurisdictions) should
inform themselves of, and observe, any applicable legal or regulatory
requirements.

Unless otherwise determined by BidCo or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws 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 or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction, and
persons receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in or into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, 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 availability of the Acquisition to Senior Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal
and regulatory requirements. In particular, the ability of persons who are not
resident in the UK to vote their Scheme Shares in respect of the Scheme at the
Court Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with applicable
restrictions may constitute a violation of securities laws in 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.

Further details in relation to Senior Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Additional Information for US investors

The Acquisition relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.

However, if BidCo were to elect to implement the Acquisition by means of a
takeover offer, such takeover offer shall be made in compliance with all
applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act. Such a takeover would be made in the
United States by BidCo and no one else.

To the extent permitted by applicable law, in accordance with the Code, normal
United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act,
BidCo or its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares or other
securities of Senior outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
effective, lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London Stock
Exchange website atwww.londonstockexchange.com
(https://urldefense.com/v3/__http:/www.londonstockexchange.com__;!!AcBi8707M5M!ttO5pMxz3U8x6UZYBGJPaLB6jxYCgUkrMelEwmkrpKLSvpP8Ge7JezkL5T8ODlNDDAnBt2LSvO0lNbFO8Ptnbwf3$)
.

The receipt of consideration by a US holder for the transfer of its Scheme
Shares pursuant to the Scheme shall be a taxable transaction for United States
federal income tax purposes. Each Senior Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable United States
state and local, as well as overseas and other, tax laws.

Financial information relating to Senior included in this announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and 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 United States.

Each of BidCo and Senior is organised under the laws of England and Wales.
Some of the officers and directors of BidCo and Senior, respectively, are
residents of countries other than the United States. As a result, it may be
difficult for US shareholders of Senior to effect service of process within
the United States upon BidCo or Senior or their respective officers or
directors or to enforce against them a judgment of a US court predicated upon
the federal or state securities laws of the United States. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgment.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Senior, BidCo, Tinicum, Blackstone, any member of the
Wider BidCo Group or any member of the Wider Senior Group may contain
statements which are, or may be deemed to be, "forward-looking statements".
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions, valuations, targets, estimates, forecasts and projections
regarding the business strategies and the environment in which Senior, BidCo
or any member of the Wider BidCo Group shall operate in the future and are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to
Senior, BidCo or any member of the Wider BidCo Group's future prospects,
developments and business strategies, the expected timing and scope of the
Acquisition and other statements other than historical facts. In some cases,
these forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget", "scheduled",
"forecasts", "synergy", "strategy", "goal", "cost-saving", "projects"
"intends", "may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of BidCo's,
any member of the Wider BidCo Group's or Senior's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on BidCo's, any member of the
Wider BidCo Group's or Senior's business.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that shall occur in
the future. These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease outbreak. If
any one or more of these risks or uncertainties, or any other unknown or
unpredictable factors, materialises or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be
construed in the light of such factors.

Neither Senior, the Wider Senior Group, Tinicum, Blackstone, BidCo nor any
member of the Wider BidCo Group, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement shall actually occur. Given
these risks and uncertainties, potential investors should not place any
reliance on forward-looking statements.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
Senior, the Wider Senior Group, Tinicum, Blackstone, BidCo or any member of
the Wider BidCo Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.

Senior, the Wider Senior Group, Tinicum, Blackstone, BidCo and each member of
the Wider BidCo Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

No profit forecasts or estimates or quantified financial benefits statements

No statement in this announcement is intended, or is to be construed, as a
profit forecast or 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 Senior for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Senior.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 shall
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
http://www.thetakeoverpanel.org.uk (http://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 Senior Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Senior may be provided
to BidCo during the Offer Period as requested under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement shall be made available on BidCo's and Senior's
websites at https://www.tinicum.com/, https://publishdocuments.co.uk/ and
https://www.seniorplc.com respectively by no later than 12 noon (London time)
on the Business Day following the date of this announcement. For the avoidance
of doubt, the contents of these websites are not incorporated into and do not
form part of this announcement.

Senior Shareholders may request a hard copy of this announcement by writing to
Senior's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, or by calling +44 (0) 371 384 2136 if calling from the
UK. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public
holidays in England and Wales). Senior Shareholders may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition should be in hard copy form, again by writing to the
address set out above or by calling the telephone number above.

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

Investors should be aware that BidCo may purchase Senior Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

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 FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Code, the Panel, the London Stock
Exchange, the FCA, the Listing Rules and the Registrar of Companies.

APPENDIX I

CONDITIONS TO AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

1        Long-stop Date

The Acquisition is conditional upon the Scheme becoming unconditional and
effective, subject to the Code, by no later than 11.59 p.m. on the Long-stop
Date, or such later date (if any) as (A) BidCo and Senior may agree or (B) in
a competitive situation, as may be specified by BidCo, with the consent of the
Panel, and (if required) that the Court may allow.

2        Scheme approval

The Scheme shall be subject to the following conditions:

2.1

(i)           its approval by a majority in number of the Scheme
Shareholders who are present and vote (and entitled to vote), whether in
person or by proxy, at the Court Meeting (and any separate class meeting
required by the Court, if applicable) and who represent 75 per cent. or more
in value of the Scheme Shares (or each of the relevant classes thereof)
validly voted by those Scheme Shareholders; and

(ii)        such Court Meeting (and any separate class meeting required by
the Court, if applicable) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date as (A) may be agreed by BidCo and Senior or (B) in
a competitive situation, as may be specified by BidCo with the consent of the
Panel (and, in each case, with the approval of the Court, if such approval is
required));

2.2

(i)          the resolutions required to approve and implement the Scheme
being duly passed by Senior Shareholders representing the requisite majority
or more of votes cast at the General Meeting; and

(ii)         such General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by BidCo and
Senior or (B) in a competitive situation, as may be specified by BidCo with
the consent of the Panel (and, in each case, with the approval of the Court,
if such approval is required));

2.3

(i)        the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Senior and BidCo) and the delivery of a copy of the Court Order to the
Registrar of Companies; and

(ii)          the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by BidCo and
Senior or (B) in a competitive situation, as may be specified by BidCo with
the consent of the Panel (and, in each case, with the approval of the Court,
if such approval is required));

3       In addition, as stated in Part B below and subject to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order shall not be delivered
to the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived:

Official authorisations, regulatory clearances and Third Party clearances

(a)      insofar as the Joint Acquisition or each relevant part of it is
subject to mandatory filing before the Australian Competition and Consumer
Commission ("ACCC"), the occurrence of any of the following events:

(i)          the ACCC has made a determination ("Waiver Determination")
under section 51ABV of the Competition and Consumer Act 2010 (Cth) that the
Joint Acquisition (or each relevant part of it, as applicable) is not required
to be notified, and that Waiver Determination has not been withdrawn, revoked
or adversely amended before Joint Acquisition Completion (or each relevant
part of it as applicable);

(ii)      the ACCC has made a determination ("Clearance Determination"),
either on an unconditional basis or subject to conditions acceptable to BidCo
(acting reasonably), that the Joint Acquisition (or each relevant part of it,
as applicable) may be put into effect under section 51ABZE(1)(a) of the
Competition and Consumer Act 2010 (Cth) or under section 51ABZW(1)(a) of the
Competition and Consumer Act 2010 (Cth) and that Clearance Determination:

(a)    is in respect of a notification which has been finally considered
under section 51ABF(1) of the Competition and Consumer Act 2010 (Cth); and

(b)       has not become stale under section 51ABG of the Competition
and Consumer Act 2010 (Cth);

For the avoidance of doubt, a determination of the Australian Competition
Tribunal under section 100N(1)(a) of the Competition and Consumer Act 2010
(Cth) is not a Clearance Determination under this subclause; or

(iii)       the Australian Competition Tribunal has made a determination
("Review Determination") pursuant to section 100N of the Competition and
Consumer Act 2010 (Cth) (whether made at first instance or following an
application for judicial review under the Administrative Decisions (Judicial
Review) Act 1977 (Cth)) that the Joint Acquisition (or each relevant part of
it, as applicable) may be put into effect either on an unconditional basis or
subject to conditions acceptable to BidCo (acting reasonably) and the Review
Determination is not stale under section 51ABG of the Competition and Consumer
Act 2010 (Cth), and:

(a)      the period in which an application for judicial review of the
Review Determination may be brought has expired without any application by the
ACCC or a third party for judicial review having been lodged; or

(b)       any application for judicial review of the Review
Determination by the ACCC or third party is dismissed; or

(iv)        the Federal Court makes an order that the Joint Acquisition
(or each relevant part of it, as applicable) may be put into effect, or may be
put into effect subject to conditions acceptable to BidCo (acting reasonably)
under section 16 of the Administrative Decisions (Judicial Review) Act 1977
(Cth) and that decision has not been set aside or adversely amended or
appealed,

(the "ACCC Condition");

(b)       insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction under Competition Act R.S.C., 1985, c.
C-34 (the "Canadian Competition Act") the occurrence of either:

(i)        the Commissioner of Competition appointed under the Canadian
Competition Act or their designee (collectively, the "Commissioner") having
issued an advance ruling certificate pursuant to Section 102 of the Canadian
Competition Act in respect of the Joint Acquisition (or each relevant part of
it, as applicable) or otherwise providing that the Joint Acquisition (or each
relevant part of it, as applicable) may be put into effect subject to
conditions or similar measures acceptable to BidCo (acting reasonably); or

(ii)       (a) the relevant waiting period in Section 123(1) of the
Canadian Competition Act having expired or been terminated under subsection
123(2), or the Commissioner having waived the obligation to submit a
notification under Section 113(c) of the Canadian Competition Act, and (b)
unless waived by BidCo, acting in its sole discretion or by Senior at any time
within 10 Business Days of the Long-stop Date, the Commissioner having issued
a "no action letter" under Section 123 of the Canadian Competition Act
indicating that the Commissioner does not, at that time, intend to make an
application for an order under Section 92 of the Canadian Competition Act in
respect of the Joint Acquisition (or each relevant part of it, as applicable)
or otherwise providing that the Joint Acquisition (or each relevant part of
it, as applicable) may be put into effect subject to conditions or similar
measures acceptable to BidCo (acting reasonably),

(the "Canadian Competition Condition");

(c)       insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction with a European Union dimension falling
within the scope of Council Regulation (EC) 139/2004 (as amended) (the
"EUMR"):

(i)        the European Commission taking a decision (or being deemed to
have taken a decision under Article 10(6) of the EUMR) under Article 6(1)(b),
6(2) or under Article 8(1) or 8(2) of the EUMR declaring the Joint Acquisition
(or each relevant part of it, as applicable) compatible with the internal
market (or being deemed to do so under Article 10(2) of the EUMR),
unconditionally or with any conditions or obligations acceptable to BidCo
(acting reasonably); or

(ii)          the European Commission taking a decision (or being
deemed to have taken a decision) to refer the whole or part of the Joint
Acquisition (or parts of it) to the competent authorities of one or more EU
Member States under Articles 4(4) or 9(3) of the EUMR; and

(a)     each such authority taking a decision with equivalent effect to that
referred to in Condition 3(c)(i) above or any relevant waiting periods having
expired with respect to those parts of the Joint Acquisition referred to it;
and

(b)       the European Commission, where such referral has been made in
part, taking any of the decisions referred to in Condition 3(c)(i) above with
respect to the part of the Joint Acquisition retained by it; (the "EUMR
Condition");

(d)       insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction pursuant to Moroccan antitrust
regulations that the Joint Acquisition (or each relevant part of it, as
applicable):

(i)        has been expressly authorised by the Competition Council
(Conseil de la Concurrence) ("Competition Council") in Morocco pursuant to
Article 15 or Article 17 of Law 104-12 on price freedom and competition, as
amended and supplemented, including, if applicable, with any obligations,
conditions or restrictions of any nature associated with such authorisation or
deemed authorisation being acceptable to BidCo (acting reasonably); or

(ii)          is deemed to have been authorised by the Competition
Council, where applicable, if, upon the expiry of the statutory time limits
provided for under (i) Law No. 104-12 on price freedom and competition and
(ii) Decree No. 2-14-652 dated 1 December 2014 implementing the same, as
amended and supplemented (such time limits running from the date of issuance
of the certificate of completeness of the filing by the Competition Council),
the Competition Council has not expressly notified its approval or refusal of
the Joint Acquisition (or each relevant part of it, as applicable),

(the "Moroccan Condition");

(e)       insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction a filing being submitted to the KSA
General Authority for Competition ("GAC") in connection with the Joint
Acquisition, pursuant to the Kingdom of Saudi Arabia Competition Law issued by
Royal Decree No (M75) of 1440H (as amended) and its Implementing Regulations
issued by GAC Board Resolution No 337 of 25/1/1441H and the GAC having either
approved the Joint Acquisition (or each relevant part of it, as applicable)
including, if applicable, with any obligation, condition or restriction of any
nature associated with such approval being acceptable to BidCo (acting
reasonably) or stating that the GAC has no objection to the consummation of
the Joint Acquisition (or each relevant part of it, as appliable) or a ninety
(90) calendar day period having passed from the date that the GAC has
confirmed the ninety (90) calendar day statutory review period to have
commenced and such period has not been extended by the GAC, without receiving
a rejection of the Joint Acquisition (or each relevant part of it, as
applicable) from the GAC, such that the GAC may be deemed to have approved the
Joint Acquisition (or each relevant part of it, as applicable) or the GAC
having confirmed in writing that the requirement to file for economic
concentration clearance does not apply (or has been waived by the GAC) in
respect of the Joint Acquisition (or each relevant part of it, as applicable)

(the "Saudi Arabia Condition");

(f)        insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction:

(i)          the approval in writing of the Joint Acquisition (or each
relevant part of it, as applicable) by the South African competition authority
under the Competition Act 89 of 1998, whether unconditional or subject to any
conditions or obligations acceptable to BidCo (acting reasonably); or

(ii)       if applicable, the South African competition authorities not
issuing a decision within the statutory time limit which would result in a
deemed approval in accordance with the Competition Act 89 of 1998,

(the "South Africa Condition");

(g)       the occurrence of any of the following events:

(i)        the Competition and Markets Authority in the United Kingdom
("CMA"), in response to a briefing paper, confirming in writing that it has no
further questions regarding the Joint Acquisition (or each relevant part of
it, as applicable) or indicating that it does not intend to open an
investigation into the Joint Acquisition (or each relevant part of it, as
applicable); or

(ii)       where the CMA does launch a Phase 1 merger investigation
pursuant to merger control provisions of the Enterprise Act 2002 (the
"Enterprise Act"):

(a)       the CMA confirming in writing that it does not believe that the
Joint Acquisition (or each relevant part of it, as applicable) creates a
relevant merger situation within the meaning of section 23 of the Enterprise
Act;

(b)       the CMA deciding not to make a reference of the Joint
Acquisition (or each relevant part of it, as applicable) to the chair of the
CMA under section 33 of the Enterprise Act for the constitution of a group
under schedule 4 to the Enterprise and Regulatory Reform Act 2013 ("CMA Phase
2 Reference");

(c)    the CMA accepting undertakings in lieu of a CMA Phase 2 Reference
(such undertakings being acceptable to BidCo (acting reasonably)); or

(d)       the period within which the CMA is required to decide whether
the duty to make a CMA Phase 2 Reference applies with respect to the Joint
Acquisition (or each relevant part of it, as applicable) under section 34ZA of
the Enterprise Act expiring without such a decision having been made; or

(iii)         where the CMA has made a CMA Phase 2 Reference, the CMA
publishing a report stating that:

(a)       the Joint Acquisition (or each relevant part of it, as
applicable) will not result in the creation of a relevant merger situation
that may be expected to result in a substantial lessening of competition
within any UK market ("SLC"); or

(b)     the Joint Acquisition (or each relevant part of it, as applicable)
will result in the creation of a relevant merger situation that may be
expected to result in an SLC, and that either no action should be taken to
remedy, mitigate or prevent such outcome, or that the Joint Acquisition (or
each relevant part of it, as applicable) is allowed to proceed subject to
undertakings or orders, considered acceptable to BidCo (acting reasonably)
under sections 82 and 84 of the Enterprise Act,

(the "UK CMA Condition");

(h)       insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and any rules and regulations made
thereunder, all filings having been made, all applicable waiting periods and
any extensions thereof, and the rules and regulations thereunder having
expired, lapsed or been terminated as appropriate in each case in respect of
the Joint Acquisition (or each relevant part of it, as applicable) or any
matters arising from the Joint Acquisition (or each relevant part of it, as
applicable); with any condition, obligation, undertaking, remedy, consent
decree, or other requirement agreed, imposed or sought to be imposed by the
Antitrust Division of the Department of Justice, the Federal Trade Commission,
or any other Governmental Authority in connection with the Joint Acquisition
(or each relevant part of it, as applicable) being acceptable to BidCo (acting
reasonably) so long, as Joint Acquisition Completion (or each relevant part of
it, as applicable) occurs within twelve months of any such expiry or
termination,

(the "US HSR Condition");

(i)       insofar as the Joint Acquisition or each relevant part of it
constitutes a notifiable transaction under Law Decree No. 21 of 15 March 2012
(as subsequently amended and supplemented) and the relevant implementing
decrees (the "Golden Power Regulation"), the obtainment of either:

(i)          the approval of the Joint Acquisition (or each relevant part
of it, as applicable) pursuant to the Golden Power Regulation by the Italian
Presidency of the Council of Ministers (Presidenza del Consiglio dei Ministri)
or any other office, department or branch of the Italian Government competent
to issue and release the approval under the Golden Power Regulation ("Golden
Power Authority") (a) without conditions, prescriptions, recommendations or
similar measures and/or requirements, or (b) with conditions, prescriptions,
recommendations or similar measures and/or requirements being acceptable to
BidCo (acting reasonably); or

(ii)         the silent consent provided for under the Golden Power
Regulation as a consequence of the expiration of the relevant review period
without the adoption of an express decision; or

(iii)        a confirmation by the Golden Power Authority that the Joint
Acquisition (or each relevant part of it, as applicable) does not require
approval under the Golden Power Regulation,

(the "Golden Power Clearance");

(j)       insofar as the Joint Acquisition or each relevant part of it is
notified, either the German Federal Ministry of Economic Affairs and Energy
(Bundesministerium für Wirtschaft und Energie):

(i)          has issued a certificate of non-objection pursuant to Sec.
58 (1) sentence 1 of the German Foreign Trade and Payments Ordinance ("AWV")
("Non-Objection Certificate") or a clearance decision pursuant to Sec. 58a (1)
sentence 1 or Sec. 61 sentence 1 of the AWV ("Clearance Certificate") or
equivalent in relation to the Joint Acquisition (or each relevant part of it,
as applicable); or

(ii)          has not initiated a formal investigation for the Joint
Acquisition (or each relevant part of it, as applicable) within two (2) months
after the later of the signing date and receipt of a due application for a
Non-Objection Certificate or a Clearance Certificate; or

(iii)         in case of the initiation of a formal investigation, has
not prohibited the Joint Acquisition (or each relevant part of it, as
applicable) within the applicable time period pursuant to Sec. 14a (1) No 2,
(4), (5), (6), (7) German Foreign Trade and Payments Act ("AWG"),

(iv)        has declared in writing that the Joint Acquisition (or each
relevant part of it, as applicable) may be consummated despite pending
proceedings under the AWV and AWG, or

(v)         has declared in writing that the Joint Acquisition (or each
relevant part of it, as applicable) does not fall within the scope of the
German foreign investment regime stipulated in the AWG and AWV,

in all relevant cases with any conditions, prescriptions, recommendations,
commitments, obligations, agreements, or similar measures and/or requirements
connected with the decision of the German Federal Ministry of Economic Affairs
and Energy being acceptable to BidCo (acting reasonably),

(the "German Foreign Investment Condition");

(k)        insofar as the Joint Acquisition or each relevant part of it
is notified to the Canadian federal Minister of Industry (the "ICA Minister")
in accordance with clause 4 of the Co-Operation Agreement and:

(i)          more than forty-five (45) days, as calculated under the
Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.) (the "ICA"), have
elapsed from the date, as certified pursuant to subsection 13(1) of the ICA,
that a notification was submitted to the Director of Investments (as defined
under section 3 of the ICA) pursuant to section 12 of the ICA; and

(ii)          the ICA Minister has not sent BidCo a notice under
subsection 25.2(1) or subsection 25.3(2) of the ICA within the prescribed time
period in respect of the Joint Acquisition (or each relevant part of it, as
applicable) or, if BidCo has received such notice or such an order, BidCo
having subsequently received one of the following notices, as applicable: (a)
under section 25.2(4) of the ICA indicating that no order for the review of
the Joint Acquisition (or each relevant part of it, as applicable) will be
made under section 25.3(1) of the ICA, (b) under sections 25.3(6)(b) or (c) of
the ICA indicating that no further action will be taken in respect of the
Joint Acquisition (or each relevant part of it, as applicable) or (c) under
section 25.4(1)(b) of the ICA indicating that the Governor in Council
authorises the Joint Acquisition (or each relevant part of it, as applicable),

in all relevant cases with any conditions, prescriptions, recommendations or
similar measures and/or requirements connected with the decision of the ICA
Minister being acceptable to BidCo (acting reasonably),

(the "Canadian Foreign Investment Condition");

(l)        insofar as the Acquisition and the AeroFlow Technologies
Investment each constitute respectively a notifiable transaction under the
National Security and Investment Act 2021 (the "NSIA"), the requisite
notifications having been made and accepted and one of the following
conditions having been met in relation to each of the Acquisition and the
AeroFlow Technologies Investment:

(i)           the Secretary of State responsible for decisions under
the NSIA (the "Secretary of State") confirming before the end of the review
period that no further action will be taken in relation to the Acquisition
and/or the AeroFlow Technologies Investment (as applicable) under the NSIA;

(ii)          if the Secretary of State issues a call-in notice
pursuant to sections 1(1) and 14(8)(b) of the NSIA (the "Call-In Notice"),
BidCo or Tinicum or Blackstone receiving confirmation under section 26(1)(b)
that the Secretary of State will take no further action in relation to the
Call-In Notice and the Acquisition and/or the AeroFlow Technologies Investment
(as applicable) under the NSIA; or

(iii)       the Secretary of State making a final order pursuant to
section 26(1)(a) of the NSIA permitting each of the Acquisition and/or the
AeroFlow Technologies Investment (as applicable) to be completed
unconditionally or to the extent relevant, all conditions or obligations
contained in such an order necessary for completion of the AeroFlow
Technologies Investment and / or the Acquisition to become Effective (as
applicable), being acceptable to BidCo (acting reasonably), having been
satisfied or complied with or any restriction preventing completion of the
AeroFlow Technologies Investment and / or the Acquisition to become Effective
(as applicable) having been lifted or released,

(the "UK National Security and Investment Condition");

(m)    insofar as the Acquisition and AeroFlow Technologies Investment each
constitute respectively a notifiable transaction under articles L.151-3 and
seq. and R.151-1 and seq. of the French Code Monétaire et Financier (the
"French Foreign Investment Laws"), one of the following conditions having been
met in relation to each of the Acquisition and the AeroFlow Technologies
Investment:

(i)          approval by the French Ministry for the Economy pursuant to
the French Foreign Investment Laws, including with any conditions or
obligations or similar measures related to such approval) acceptable to BidCo
(acting reasonably); or

(ii)        written statement from the French Ministry for the Economy
that no such approval is required pursuant to the French Foreign Investment
Laws,

(the "French Foreign Investment Condition");

(n)       any other material Authorisation reasonably considered by Bidco
to be necessary in any jurisdiction in respect of the Joint Acquisition (or
each relevant part of it, as applicable) having been obtained and all such
Authorisations remaining in full force and effect and all filings necessary
for such purposes having been made and there being no notice of any intention
to revoke or not to renew any of the same at the time of Joint Acquisition
Completion;

(o)    the waiver (or non-exercise within any applicable time limits) by any
relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal, or similar right (which is material in the context
of the Wider Senior Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
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, Senior by BidCo or any member of the Wider BidCo
Group;

(p)       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 enacted, made or proposed any statute, regulation, decision, order or
change to published practice (and in each case, not having withdrawn the same)
and there not continuing to be outstanding any statute, regulation, decision
or order which would or might:

(i)          require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider BidCo Group or by any member of the Wider Senior Group of
all or any material part of its businesses, assets or property or impose any
material limitation on the ability of all or any of them to conduct their
businesses (or any part thereof) or to own, control or manage any of their
assets or properties (or any part thereof) which, in any such case, is
material in the context of the Wider BidCo Group or the Wider Senior Group in
each case taken as a whole;

(ii)         except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider BidCo Group or the Wider Senior Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Senior Group or any asset owned by any
Third Party (other than in the implementation of the Acquisition), which, in
any such case, is material in the context of the Wider BidCo Group or the
Wider Senior Group in each case taken as a whole;

(iii)         impose any material limitation on, or result in a
material delay in, the ability of any member of the Wider BidCo Group directly
or indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Senior or on the ability
of any member of the Wider Senior Group or any member of the Wider BidCo Group
directly or indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the equivalent) in, or
to exercise voting or management control over, any member of the Wider Senior
Group, in each case to an extent which is material in the context of the Wider
BidCo Group or the Wider Senior Group in each case taken as a whole;

(iv)         otherwise materially adversely affect any or all of the
business, assets, profits or prospects of any member of the Wider Senior Group
or any member of the Wider BidCo Group, in each case to an extent which is
material in the context of the Wider BidCo Group or the Wider Senior Group in
each case taken as a whole;

(v)          result in any member of the Wider Senior 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 business which, in any such case,
is material in the context of the Wider BidCo Group or the Wider Senior Group
in each case taken as a whole;

(vi)        make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Senior by any member of the Wider BidCo Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly prevent or prohibit, materially restrict,
materially restrain, or materially delay or otherwise materially interfere
with the implementation of, or impose additional material conditions or
obligations with respect to, or otherwise materially challenge, impede,
interfere or require material amendment of the Acquisition or the acquisition
or proposed acquisition of any shares or other securities in, or control or
management of, Senior by any member of the Wider BidCo Group;

(vii)        require, prevent or materially delay a divestiture by any
member of the Wider BidCo Group of any shares or other securities (or the
equivalent) in any member of the Wider Senior Group or any member of the Wider
BidCo Group which, in any such case, is material in the context of the Wider
BidCo Group or the Wider Senior Group in each case taken as a whole; or

(viii)      impose any material limitation on the ability of any member of
the Wider BidCo Group to conduct, integrate or coordinate its business, or any
part of it, with the businesses or any part of the businesses of any other
member of the Wider Senior Group in a manner which is materially adverse in
the context of the Wider BidCo Group or Wider Senior Group, in each case taken
as a whole,

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

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

(q)    except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to which any
member of the Wider Senior Group is a party or by or to which any such member
or any of its assets is or may be bound, entitled or be subject or any event
or circumstance which, as a consequence of the Acquisition or the acquisition
or the proposed acquisition by any member of the Wider BidCo Group of any
shares or other securities (or the equivalent) in Senior or because of a
change in the control or management of any member of the Wider Senior Group or
otherwise, could or might reasonably be expected to result in, in any such
case, to an extent which is or would be material and adverse in the context of
the Wider BidCo Group taken as a whole:

(i)          any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Senior
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their 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)       the creation, save in the ordinary course of business, or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Senior Group or any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;

(iii)      any arrangement, agreement, lease, licence, franchise, permit or
other instrument being terminated or the rights, liabilities, obligations or
interests of any member of the Wider Senior Group being adversely modified or
becoming capable of being terminated or being adversely affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder;

(iv)       save as set out in the Co-operation Agreement, any liability of
any member of the Wider Senior Group to make any severance, termination, bonus
or other payment to any of its directors, or other officers;

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

(vi)        the value of, or the financial or trading position or
prospects of, any member of the Wider Senior Group being prejudiced or
adversely affected; or

(vii)        the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Senior Group,

and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Senior Group is a party or by or to which any such member
or any of its assets 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 Conditions 3(q)(i) to (vii);

Certain events occurring since 31 December 2025

(r)        except as Disclosed, no member of the Wider Senior Group
having since 31 December 2025:

(i)           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, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer or sale
of Senior Shares out of treasury (except, where relevant, as between Senior
and wholly-owned subsidiaries of Senior or between the wholly-owned
subsidiaries of Senior and except for the issue or transfer out of treasury of
Senior Shares on the exercise of employee share options or vesting of employee
share awards in the ordinary course under the Senior Share Plans);

(ii)          other than in respect of the FY25 Final Dividend,
recommended, declared, made or paid or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution (whether payable in cash or
otherwise) other than dividends (or other distributions whether payable in
cash or otherwise) lawfully made or paid by any wholly-owned subsidiary of
Senior to Senior or any of its wholly-owned subsidiaries;

(iii)        other than pursuant to the Acquisition (and except for
transactions between Senior and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Senior and transactions in the ordinary course of
business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings which is material and adverse in the context of
the Wider Senior Group taken as a whole;

(iv)        except for transactions in the ordinary course of business,
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so;

(v)        except for transactions between Senior and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Senior and
transactions in the ordinary course of business, issued, authorised or
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
contingent liability or incurred or increased any indebtedness;

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

(vii)        entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms of any
contract, service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider Senior Group which is material and
adverse in the context of the Wider Senior Group taken as a whole;

(viii)      proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Senior Group which is
material and adverse in the context of the Wider Senior Group taken as a
whole;

(ix)        purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;

(x)          except in the ordinary course of business, waived,
compromised or settled any claim;

(xi)        terminated or varied the terms of any agreement or arrangement
between any member of the Wider Senior Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect
on the financial position of the Wider Senior Group taken as a whole;

(xii)       except in connection with the Acquisition, made any alteration
to its memorandum or articles of association or other incorporation documents;

(xiii)       made or agreed or consented to any material change to:

(a)     the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Senior Group for its
directors, employees or their dependants;

(b)      the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;

(c)    the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or

(d)      the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to,

in each case, which has or is reasonably likely to have a material adverse
effect on the Wider Senior Group taken as a whole;

(xiv)    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 which is material in the context of the Wider Senior Group taken as a
whole;

(xv)      other than in respect of a member of the Wider Senior Group which
is dormant and was solvent at the relevant time, taken or proposed any steps,
corporate action or had any legal proceedings instituted 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, administrator, manager,
administrative receiver, trustee or similar officer of all or any 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 which is material in the context of the Wider Senior
Group taken as a whole;

(xvi)      except for transactions between Senior and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Senior, made,
authorised, proposed or announced an intention to propose any material and
adverse change in its loan capital;

(xvii)    entered into, implemented or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities which is material in the context of the Wider
Senior Group taken as a whole;

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

(xix)       entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition 3(r);

No adverse change, litigation, regulatory enquiry or similar

(s)        except as Disclosed, since 31 December 2025 there having
been:

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

(ii)       no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of, any member of the
Wider Senior Group or to which any member of the Wider Senior Group is or may
become a party (whether as claimant, defendant or otherwise), in each case
which has had or might reasonably be expected to have a material adverse
effect on the Wider Senior Group taken as a whole;

(iii)         no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Senior Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Senior Group,
in each case which has had or might reasonably be expected to have a material
adverse effect on the Wider Senior Group taken as a whole;

(iv)        no contingent or other liability having arisen or become
apparent to BidCo or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider Senior
Group to an extent which is material in the context of the Wider Senior Group
taken as a whole; and

(v)         no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Senior Group which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which has had or
might reasonably be expected to have a material adverse effect on the Wider
Senior Group taken as a whole;

No discovery of certain matters regarding information, liabilities and
environmental issues

(t)        except as Disclosed, BidCo not having discovered that, to an
extent which is material in the context of the Wider Senior Group taken as a
whole:

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

(ii)         any member of the Wider Senior Group or any partnership,
company or other entity in which any member of the Wider Senior Group has a
Significant Interest and which is not a subsidiary undertaking of Senior is
subject to any liability, contingent or otherwise;

(iii)         any past or present member of the Wider Senior Group has
not complied with all applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to the
storage, carriage, disposal, discharge, or emission of any waste or hazardous
substance or any substance likely to impair the environment (including
property) or harm human health or otherwise relating to environmental matters
or the health and safety of humans, which non-compliance would be likely to
give rise to any liability including any penalty for non-compliance (whether
actual or contingent) on the part of any member of the Wider Senior Group;

(iv)        there has been a disposal, discharge, accumulation, emission,
or the migration of any waste or hazardous substance or any substance likely
to impair the environment (including any property) or harm human health
(whether or not giving rise to non-compliance with any law or regulation),
which would be likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Wider Senior Group; or

(v)          there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement, including
circumstances which would be reasonably likely to lead to a Third Party
instituting an environment audit which would be reasonably likely to result in
such obligation, liability or requirement, to improve, install new plant or
equipment, or make good, remediate, repair, reinstate, or clean up any
property, asset or any controlled waters currently or previously owned,
occupied, operated, or made use of or controlled by any past or present member
of the Wider Senior Group (or on its behalf), or in which any such member may
have or previously have had or be deemed to have had an interest, or order of
any Third Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;

Anti-corruption

(u)        except as Disclosed, BidCo not having discovered that:

(i)       any member of the Wider Senior Group or any person that performs
or has performed services for or on behalf of any such company is or has
engaged in any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010 or any other applicable anti-corruption
legislation; or

(ii)          any member of the Wider Senior Group is ineligible to
be awarded any contract or business under regulation 57 of the Public
Contracts Regulations 2015 or regulation 80 of the Utilities Contracts
Regulations 2015 (each as amended); or

(iii)         any member of the Wider Senior Group has engaged in any
transaction which would cause any member of the Wider BidCo Group to be in
breach of applicable law or regulation upon completion of the Acquisition,
including the economic sanctions of the United States Office of Foreign Assets
Control or HM Treasury & Customs, or any government, entity or individual
targeted by any of the economic sanctions of the United Nations, United States
or 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

No criminal property

(v)        except as Disclosed, BidCo not having discovered that any
asset of any member of the Wider Senior Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition).

Part B: Certain further terms of the Acquisition

1        Subject to the requirements of the Panel, BidCo reserves the
right, in its sole discretion, to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix I above, except Conditions
2.1(i), 2.2(i), and 2.3(i), which cannot be waived. The deadlines in any of
Conditions 2.1(ii), 2.2(ii), and 2.3(ii) may be extended to such later date as
(i) may be agreed by BidCo and Senior or (ii) in a competitive situation, as
may be specified by BidCo with the consent of the Panel (and, in each case,
with the approval of the Court, if such approval is required). If any of
Conditions 2.1(ii), 2.2(ii), and 2.3(ii) is not satisfied by the relevant
deadline specified in the relevant Condition, BidCo shall make an announcement
by 8.00 a.m. on the Business Day following such deadline confirming whether it
has invoked the relevant Condition, waived the relevant Condition, or agreed
with Senior to extend the relevant deadline.

2       If BidCo is required by the Panel to make an offer for Senior
Shares under the provisions of Rule 9 of the Code, BidCo may make such
alterations to any of the above Conditions and terms of the Acquisition as are
necessary to comply with the provisions of that Rule.

3        BidCo shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix I above that are capable of waiver by
a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.

4        Under Rule 13.5(a) of the Code and subject to paragraph 5
below, BidCo may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse, or to be withdrawn with the consent of the Panel. The Panel
shall 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 Acquisition. This shall be judged by reference to the facts of
each case at the time that the relevant circumstances arise.

5       Conditions 1, 2.1, 2.2 and 2.3 in Part A of Appendix I above,
and, if applicable, any acceptance condition if the Acquisition is implemented
by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.

6        Any Condition that is subject to Rule 13.5(a) of the Code may
be waived by BidCo.

7        The Scheme will not become effective unless the Conditions
have been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by BidCo to be or remain satisfied by no
later than the Long-stop Date.

8       The Senior Shares acquired under the Acquisition shall be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any) declared, made
or paid, or any other return of value (whether by reduction of share capital
or share premium account or otherwise) by reference to a record date after the
Effective Date.

9       If, on or after the date of this announcement and prior to or
on the Effective Date, and other than the FY25 Final Dividend, any dividend,
distribution or other return of value is declared, made or paid, or becomes
payable by Senior in respect of Senior Shares, BidCo reserves the right to
reduce the consideration payable under the Acquisition to reflect the
aggregate amount of such dividend, distribution or other return of value. In
such circumstances, Senior Shareholders shall be entitled to retain any such
dividend, distribution or other return of value declared, made, or paid.

If on or after the date of this announcement, and to the extent that any such
dividend, distribution or other return of value has been declared, paid, or
made, or becomes payable by Senior on or prior to the Effective Date and BidCo
exercises its rights under this paragraph 9 to reduce the consideration
payable under the terms of the Acquisition, any reference in this announcement
to the consideration payable under the terms of the Acquisition shall be
deemed to be a reference to the consideration as so reduced.

If and to the extent that such a dividend, distribution or other return of
value has been declared or announced, but not made or paid, or is not payable
by reference to a record date on or prior to the Effective Date and is or
shall be (i) transferred pursuant to the Acquisition on a basis which entitles
BidCo to receive the dividend, distribution or other return of value and to
retain it; or (ii) cancelled, the consideration payable under the terms of the
Acquisition shall not be subject to change in accordance with this paragraph
9.

BidCo also reserves the right to reduce the consideration payable under the
Acquisition in such circumstances as are, and by such amount as is, permitted
by the Panel.

Any exercise by BidCo of its rights referred to in this paragraph 9 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 Acquisition.

10      BidCo reserves the right to elect (with the consent of the Panel,
and subject to the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer for Senior Shares (other than the
Existing Tinicum Shares or any Senior Shares already held by BidCo) as an
alternative to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as applicable, and subject to the terms
of the Co-operation Agreement, as those which would apply to the Scheme,
subject to appropriate amendments to reflect the change in method of effecting
the Acquisition, including (without limitation) if required by the
Co-operation Agreement, an acceptance condition set at seventy-five (75) per
cent. of Senior Shares or such lesser percentage (being more than fifty (50)
per cent.) of Senior Shares as BidCo may decide (subject to the consent of the
Panel, to the extent necessary).

11      The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.

12      The Acquisition 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
jurisdiction where to do so would violate the laws of that jurisdiction.

13      The Acquisition is governed by the laws of England and Wales and
is subject to the jurisdiction of the courts of England and Wales and to the
Conditions and further terms set out in this Appendix I and to be set out in
the Scheme Document. The Acquisition shall be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.

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

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

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

(i)       419,418,082 Senior Shares in issue as at 2 April 2026 (being
the latest practicable date prior to publication of this announcement).

(ii)      409,500,376 Scheme Shares (calculated as 419,418,082 Senior
Shares in issue referred to in paragraph (i) less 9,917,706 Existing Tinicum
Shares) in issue as at 2 April 2026 (being the latest practicable date prior
to publication of this announcement).

(iii)     Any references to the issued and to be issued share capital of
Senior are based on:

·      419,418,082 Senior Shares in issue referred to in paragraph (i);
plus

·    16,768,382 Senior Shares which may be issued on or after the date of
this announcement to satisfy the exercise of options or vesting of awards
pursuant to the Senior Share Plans (excluding any additional Senior Shares
that may be issued by way of dividend equivalents); less

·    8,002,874 Senior Shares as at 2 April 2026 (being the latest
practicable date prior to publication of this announcement), held by the
employee benefit trust of the Senior Group that can be used to satisfy the
exercise of options or vesting of awards pursuant to the Senior Share Plans.

(iv)    The value of approximately £1,275 million on a fully diluted basis,
attributed to the entire issued and to be issued share capital of Senior is
calculated based on the Cash Consideration payable by Bidco to Scheme
Shareholders of 297.85 pence per Scheme Share, multiplied by the issued and to
be issued share capital of Senior as set out in paragraph (iii) above.

(v)      The enterprise value of Senior implied by the terms of the
Acquisition of approximately £1,399 million is calculated as:

·      the value of Senior's entire issued and to be issued share
capital as set out in paragraph (iv) above; plus

·      financial debt of £155 million as of 31 December 2025; less

·      cash and cash equivalents of £82 million as of 31 December 2025;
plus

·      lease liabilities of £44 million as of 31 December 2025; plus

·      net pension liabilities, relating to the US funded scheme and
unfunded post-retirement plans, of £6 million as of 31 December 2025; plus

·     liabilities of £0.4 million in respect of cash-settled share
payments, based on the Cash Consideration of 297.85 pence per Scheme Share
multiplied by 142,210 Senior Shares representing the total cash-settled awards
under Senior Share Plans as of the Last Practicable Date.

(vi)     The implied multiple of 15.2 times Senior's adjusted EBITDA for
the year ended 31 December 2025 is calculated as:

·      the enterprise value set out under paragraph (v) above; divided
by

·    Senior's adjusted EBITDA for the year ended 31 December 2025 of
£92.3 million (which is calculated as Senior's adjusted operating profit for
the year ended 31 December 2025 of £63.6 million, plus Senior's depreciation
and amortisation including the depreciation of right-of-use assets of £30.3
million for the year ended 31 December 2025, less amortisation of intangible
assets from acquisitions of £1.6 million for the year ended 31 December
2025).

(vii)    The implied multiple of 22.0 times Senior's adjusted operating
profit for the year ended 31 December 2025 is calculated as:

·      the enterprise value set out under paragraph (v) above; divided
by

·      Senior's adjusted operating profit for the year ended 31 December
2025 of £63.6 million.

(viii)    The closing price for Senior Shares are the relevant closing
middle market price sourced from Bloomberg.

(ix)     The volume-weighted average prices of Senior Shares have been
sourced from FactSet.

(x)     Unless otherwise stated, financial information relating to Senior
has been extracted from Senior's announcement of its results for the financial
year ended 31 December 2025.

(xi)     Certain figures in this announcement have been subject to
rounding adjustments.

 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

The following holders or controllers of Senior Shares have given irrevocable
undertakings (Parts A and B) to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting and, if
BidCo exercises its right to implement the Acquisition by way of a Takeover
Offer, to accept or procure acceptance of such offer:

Part A- Senior Directors' Irrevocable Undertakings

 

 Name of Senior Director  Number of Senior Shares in respect of which undertaking is given  Percentage of Senior issued share capital
 David Squires            1,346,933                                                         0.321%
 Alpna Amar               149,510                                                           0.036%
 Barbara Jeremiah         25,000                                                            0.006%
 Graham Oldroyd           52,500                                                            0.013%
 Ian King                 989,297                                                           0.236%
 Joe Vorih                7,500                                                             0.002%
 Mary Waldner             20,000                                                            0.005%
 Rajiv Sharma             15,000                                                            0.004%
 Zoe Clements             15,000                                                            0.004%
 TOTAL                    2,620,740                                                         0.6%

 

 

The obligations of the Senior Directors under the irrevocable undertakings
shall lapse and cease to have effect on and from the following occurrences:

·       the offer announcement is not released by 5.00pm (London time) on
7 April 2026 (or such later date as Senior and BidCo may agree);

·          BidCo announces, with the consent of the Panel, that it
does not intend to proceed with the Acquisition and no new, revised or
replacement Scheme or Takeover Offer is announced by BidCo at the same time;

·         the Acquisition lapses or is withdrawn, provided that this
shall not apply where: (i) the Scheme is withdrawn as a result of BidCo
exercising its right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme; or (ii) a new, revised or replacement scheme of
arrangement or Takeover Offer is announced within such period as the Panel
permits (provided that, in any such case, such period shall be no longer than
five business days);

·          any competing offer for the issued and to be issued
ordinary share capital of Senior is made which becomes or is declared
unconditional (if implemented by way of takeover offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement); or

·          the Acquisition has not become effective by 11.59 p.m.
on the Long-stop Date.

These irrevocable undertakings remain binding in the event of a competing
offer.

 

Part B- Non-director Senior Shareholder irrevocable undertakings

 

Alantra (acting as alternative investment fund manager of the funds listed
below) have given certain irrevocable undertakings, including to vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting and, if BidCo exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure acceptance of
such offer.

Such irrevocable undertakings relate to the Senior Shares held by the
following funds managed by Alantra:

 Name of fund                                                               Number of Senior Shares in respect of which undertaking is given  Percentage of Senior issued share capital
 EQMC Europe Development Capital Fund                                       55,493,826 Senior Shares                                          13.2%

 9th Floor, One George's Quay Plaza, George's Quay, Dublin 2, D02 E440
 Mercer Investment Fund 2                                                   10,582,270 Senior Shares                                          2.5%

 78 Sir John Rogerson's Quay, Grand Canal Dock, Dublin, D02 HD32, Ireland
 EQMC Investment Opportunities II                                           6,230,913 Senior Shares                                           1.5%

 9th Floor, One George's Quay Plaza, George's Quay, Dublin 2, D02 E440
 TOTAL                                                                      72,307,009                                                        17.2%

 

The obligations of Alantra under the irrevocable undertakings shall lapse and
cease to have effect on and from the following occurrences:

·       the offer announcement is not released by 5.00pm (London time)
on 9 April 2026 (or such later date as Alantra and BidCo may agree);

·         BidCo announces, with the consent of the Panel, and before the
Scheme Document is published, that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme (or Offer, as
applicable) is announced by BidCo in accordance with Rule 2.7 of the Code;

·          the Acquisition lapses or is withdrawn, provided that
this shall not apply where: (i) the Scheme is withdrawn as a result of BidCo
exercising its right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme; or (ii) if the lapse or withdrawal occurs prior
to the Court Meeting or General Meeting and is followed within five business
days either by a new, revised or replacement scheme of arrangement or Takeover
Offer;

·        any competing offer for the issued and to be issued ordinary
share capital of Senior is made whereby the value of the consideration per
ordinary share available under such offer at the time it is publicly announced
exceeds the value of the consideration per ordinary share (inclusive of the
FY25 Final Dividend) available under the Acquisition by at least 5 per cent.;
or

·          any competing offer for the issued and to be issued
ordinary share capital of Senior is made which becomes or is declared
unconditional (if implemented by way of takeover offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement).

APPENDIX IV

DEFINITIONS

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

 Acquisition                         the recommended cash acquisition by BidCo of the entire issued and to be
                                     issued ordinary share capital of Senior (excluding the Existing Tinicum
                                     Shares) to be effected by means of the Scheme or should BidCo so elect (with
                                     the consent of the Panel and subject to the terms of the Co-operation
                                     Agreement) by way of Takeover Offer and, where the context admits, any
                                     subsequent revision, variation, extension or renewal thereof
 AeroFlow Technologies               AeroFlow Technologies, LLC
 AeroFlow Technologies Investment    Blackstone's acquisition of a joint controlling interest in AeroFlow
                                     Technologies
 Alantra                             Alantra EQMC Asset Management, SGIIC, S.A.
 Annual General Meeting              the 2026 annual general meeting of Senior Shareholders to be held on 8 May
                                     2026
 Authorisations                      regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                     confirmations, certificates, licences, permissions, or approvals
 BidCo                               Zeus UK Bidco Limited, a company incorporated in England and Wales with
                                     registered number 17118800
 Bid Conduct Agreement               the consortium bid conduct agreement between Tinicum Lantern and Blackstone
                                     Management dated 7 April 2026, as described in paragraph 13 of this
                                     announcement
 Blackstone                          Blackstone Inc. (together with its affiliates)
 Blackstone Management               Blackstone Management Partners L.L.C.
 Blocking Law                        means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
                                     1996 (or any law or regulation implementing such Regulation in any member
                                     state of the European Union); or (ii) any provision of Council Regulation (EC)
                                     No 2271/1996 of 22 November 1996, as it forms part of domestic law of the
                                     United Kingdom by virtue of the European Union (Withdrawal) Act 2018
 Business Day                        a day (other than Saturdays, Sundays and public holidays in the UK) on which
                                     banks are open for business in London
 Cash Consideration                  297.85 pence per Scheme Share
 Cliffwater                          Cliffwater LLC
 Closing Price                       the closing middle market price of a Senior Share on a particular trading day

                                   as derived from the Daily Official List

 Code                                the City Code on Takeovers and Mergers
 Companies Act                       the Companies Act 2006, as amended from time to time
 Conditions                          the conditions to the implementation of the Acquisition, as set out in
                                     Appendix I to this announcement and to be set out in the Scheme Document
 Consortium                          Tinicum and Blackstone
 Co-operation Agreement              the agreement dated 7 April 2026 between BidCo and Senior relating to, among
                                     other things, the implementation of the Acquisition, as described in paragraph
                                     13 of this announcement
 Court                               the High Court of Justice in England and Wales
 Court Hearing                       the hearing by the Court of the application to sanction the Scheme under Part
                                     26 of the Companies Act
 Court Meeting                       the meeting(s) of Scheme Shareholders to be convened by an 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),
                                     including any postponement or adjournment thereof, notice of which is to be
                                     contained in the Scheme Document
 Court Order                         the order of the Court sanctioning the Scheme under section 899 of the
                                     Companies Act
 CREST                               the system for the paperless settlement of trades in securities and the
                                     holding of uncertificated securities operated by Euroclear UK &
                                     International Limited
 Daily Official List                 the Daily Official List published by the London Stock Exchange
 Dealing Arrangement                 an arrangement of the kind referred to in Note 11(a) on the definition of
                                     acting in concert in the Code
 Dealing Disclosure                  has the same meaning as in Rule 8 of the Code
 Deutsche Numis                      Deutsche Bank AG, acting through its London branch (trading for these purposes
                                     as Deutsche Numis)
 Disclosed                           the information disclosed by or on behalf of Senior: (i) in its annual report
                                     and accounts for the financial year ended on 31 December 2025; (ii) in this
                                     announcement; (iii) in any other announcement to a Regulatory Information
                                     Service by or on behalf of Senior prior to the publication of this
                                     announcement; or (iv) as otherwise fairly disclosed to BidCo (or its
                                     respective officers, employees, agents or advisers) prior to the date of this
                                     announcement (including all matters fairly disclosed in the written replies,
                                     correspondence, documentation and information provided in an electronic data
                                     room created by or on behalf of Senior or sent to BidCo or any of its
                                     respective advisers during the due diligence process and whether or not in
                                     response to any specific request for information made by any such person)
 Effective                           in the context of the Acquisition:

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

                                     (b)      if the Acquisition is implemented by way of a Takeover Offer,
                                     such Takeover Offer having been declared or having become unconditional in
                                     accordance with the Code
 Effective Date                      the date on which the Acquisition becomes Effective in accordance with its
                                     terms
 Excluded Shares                      any Senior Shares which are:

                                     (a)      Existing Tinicum Shares;

                                     (b)      held by Senior in treasury within the meaning of the Companies
                                     Act; or

                                     (c)      registered in the name of, or beneficially owned by, BidCo
 Existing Tinicum Shares             any Senior Shares held by affiliates of Tinicum from time to time, being
                                     9,917,706 Senior Shares as at 2 April 2026 (being the latest practicable date
                                     prior to the date of this announcement)
 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
 Forms of Proxy                      the forms of proxy in connection with each of the Court Meeting and the
                                     General Meeting, which shall accompany the Scheme Document
 FSMA                                the Financial Services and Markets Act 2000, as amended from time to time
 FY25 Final Dividend                 a dividend of 2.15 pence per Senior Share in respect of the six-month period
                                     ended on 31 December 2025
 General Meeting                     the general meeting of Senior (including any adjournment or postponement
                                     thereof) to be convened in connection with the Scheme, notice of which is to
                                     be contained in the Scheme Document
 Jefferies                           Jefferies International Limited
 Joint Acquisition                   Tinicum and Blackstone's acquisition of joint control in a combined entity
                                     constituting both AeroFlow Technologies and Senior
 Joint Acquisition Completion        completion of the AeroFlow Technologies Investment and the Acquisition
                                     becoming Effective
 Lazard                              Lazard & Co., Limited
 Listing Rules                       the listing rules made by the FCA under FSMA and contained in the publication
                                     of the same name, as amended from time to time
 London Stock Exchange               London Stock Exchange plc
 Long-stop Date                      15 months from the date of this announcement, or such later date as: (i) may
                                     be agreed between BidCo and Senior, or, in a competitive situation, as BidCo
                                     may specify with the Panel's consent; or (ii) the Panel may direct under the
                                     Note on Section 3 of Appendix 7 to the Code, and in each case as the Court may
                                     approve (if such approval is required)
 Main Market                         the main market of the London Stock Exchange
 Offer Period                        the offer period (as defined by the Code) relating to Senior, which commenced
                                     on 27 February 2026
 Official List                       the Official List of the London Stock Exchange maintained pursuant to Part 6
                                     of FSMA
 Opening Position Disclosure         has the same meaning as in Rule 8 of the Code
 Overseas Shareholders               Senior Shareholders (or nominees of, or custodians or trustees for Senior
                                     Shareholders) not resident in, or nationals or citizens of the United Kingdom
 Panel                               the Panel on Takeovers and Mergers
 Registrar of Companies              the Registrar of Companies in England and Wales
 Regulatory Clearances               the ACCC Condition, the Canadian Competition Condition, the EUMR Condition,
                                     the Moroccan Condition, the Saudi Arabia Condition, the South Africa
                                     Condition, the UK CMA Condition, the US HSR Condition, the Golden Power
                                     Clearance, the UK National Security and Investment Condition, the French
                                     Foreign Investment Condition, the German Foreign Investment Condition and the
                                     Canadian Foreign Investment Condition in each case as defined in paragraph 3
                                     of Part A of Appendix I to this announcement
 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 information concerning the
                                     Acquisition is sent or made available to Senior Shareholders in that
                                     jurisdiction
 Scheme                              the proposed scheme of arrangement under Part 26 of the Companies Act between
                                     Senior and Scheme Shareholders in connection with the Acquisition, with or
                                     subject to any modification, addition or condition approved or imposed by the
                                     Court and agreed by Senior and BidCo
 Scheme Document                     the document to be sent to Senior Shareholders containing, amongst other
                                     things, the Scheme and the notices convening the Court Meeting and the General
                                     Meeting
 Scheme Record Time                  the time and date to be specified in the Scheme Document, by reference to
                                     which entitlement to vote on the Scheme will be determined, expected to be
                                     6.00 p.m. on the Business Day immediately prior to the Effective Date (or such
                                     other date as BidCo and Senior may agree)
 Scheme Shareholders                 the holders of Scheme Shares
 Scheme Shares                       all Senior Shares:

                                     (a)      in issue as at the date of the Scheme Document;

                                     (b)    (if any) issued after the date of the Scheme Document but prior to
                                     the Scheme Voting Record Time; and / or

                                     (c)      (if any) issued on or after the Scheme Voting Record Time and
                                     before the Scheme Record Time, either on terms that the original or any
                                     subsequent holders thereof shall be bound by the Scheme or in respect of which
                                     the holders thereof shall have agreed in writing to be bound by the Scheme,

                                     in each case, which remain in issue at the Scheme Record Time but excluding
                                     any Excluded Shares
 Scheme Voting Record Time           the time and date to be specified in the Scheme Document by reference to which
                                     entitlement to vote on the Scheme will be determined
 Senior                              Senior plc, a company incorporated in England and Wales with registered number
                                     00282772
 Senior Board                        the board of directors of Senior at the time of this announcement or, where
                                     the context so requires, the directors of Senior from time to time
 Senior Directors                    the directors of Senior at the time of this announcement or, where the context
                                     so requires, the directors of Senior from time to time
 Senior Group                        Senior and its subsidiary undertakings and, where the context permits, each of
                                     them
 Senior Shareholders                 the holders of Senior Shares
 Senior Shares                       the existing unconditionally allotted or issued and fully paid ordinary shares
                                     of 10 pence each in the capital of Senior and any further such ordinary shares
                                     which are unconditionally allotted or issued before the Scheme becomes
                                     effective
 Senior Share Plans                  the Senior 2014 Long-Term Incentive Plan; the Senior 2024 Long-Term Incentive
                                     Plan; the Senior Enhanced SMIS Deferred Share Award; the Senior Restricted
                                     Share Awards; and the Senior Savings-Related Share Option Plan
 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
 Takeover Offer                      if (subject to the consent of the Panel and subject to and in accordance with
                                     the terms of the Co-operation Agreement), BidCo elects to effect the
                                     Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 29 of
                                     the Companies Act), the offer to be made by or on behalf of BidCo to acquire
                                     the entire issued and to be issued ordinary share capital of Senior (excluding
                                     the Existing Tinicum Shares which are not Scheme Shares) on the terms and
                                     subject to the conditions to be set out in the related offer document (and,
                                     where the context admits, any subsequent revision, variation, extension or
                                     renewal of such offer)
 Tinicum                             Tinicum Incorporated
 Tinicum Lantern                     Tinicum Lantern III L.L.C.
 UK or United Kingdom                the United Kingdom of Great Britain and Northern Ireland
 US or United States                 the United States of America, its territories and possessions, any state of
                                     the United States and the District of Columbia
 US Exchange Act                     the United States Securities Exchange Act 1934, as amended
 Wider BidCo Group                   BidCo and associated undertakings and any other body corporate, partnership,
                                     joint venture or person in which BidCo and all such undertakings (aggregating
                                     their interests) have a Significant Interest
 Wider Senior Group                  Senior and associated undertakings and any other body corporate, partnership,
                                     joint venture or person in which Senior 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 "£" and "pence" are to the lawful currency of the United
Kingdom.

All references to "$" are to the lawful currency of the United States.

All the times referred to in this announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

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