REG - Senior PLC - Announcement Regarding Media Speculation

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RNS Number : 1190V  Senior PLC  03 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY,  IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE NOR AS TO THE TERMS OF ANY OFFER.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

3 March 2026

 

Announcement Regarding Media Speculation

 

Further to its announcement on 27 February 2026 regarding the receipt of
all-cash proposals for its entire issued and to be issued share capital,
Senior plc ("Senior" or the "Company") notes the recent media speculation.
Senior confirms that, on 20 February 2026, it received a preliminary,
non-binding all-cash offer from a consortium comprising of Tinicum
Incorporated and funds and vehicles managed by Blackstone (the "Consortium")
to acquire the entire issued and to be issued share capital of the Company
 (the "Proposal").

 

Discussions with the Consortium and other potential offerors remain ongoing.
There can be no certainty that an offer will be made, nor as to the terms of
any offer.

 

A further announcement will be made as and when appropriate.

 

As previously announced on 27 February 2026, the Panel Executive has granted a
dispensation from the requirements of Rules 2.4(a) and 2.4(b) of the Code such
that the Company is not required to identify in any announcement any potential
offeror with which the Company is in talks, or from which an approach has been
received, unless that potential offeror has been specifically identified in
any rumour or speculation (as is the case in respect of the Consortium in this
announcement).

 

In accordance with Rule 2.6(a) of the Code the Consortium is required, by no
later than 5.00 p.m. (London time) on 31 March 2026, being 28 days following
the date of this announcement, either to announce a firm intention to make an
offer for Senior in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer for Senior, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code applies. This
deadline can only be extended with the consent of the Panel on Takeovers and
Mergers in accordance with Rule 2.6(c) of the Code.

 

This announcement is being made by Senior without the consent of the
Consortium.

 

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

Enquiries:

 Senior plc                                                               Tel: +44 (0)1923 714 745
 David Squires, Group Chief Executive Officer
 Alpna Amar, Group Chief Financial Officer
 Lazard - Lead Financial Adviser to Senior                                Tel: +44 (0)20 7187 2000
 Richard Shaw
 Louise Campbell
 James Cliffe
 Jefferies - Financial Adviser and Joint Corporate Broker to Senior       Tel: +44 (0)20 7029 8000
 Chris Squire
 Sam Barnett
 Deutsche Numis - Financial Adviser and Joint Corporate Broker to Senior  Tel: +44 (0)20 7260 1397
 Jonathan Wilcox
 Will Wickham
 FGS Global - PR Adviser to Senior                                        Tel: +44 (0)20 7251 3801
 James Murgatroyd
 Richard Webster-Smith

 

Important notice

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. The information
disclosed in this announcement may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws and regulations of any jurisdiction outside of the United Kingdom. This
announcement is not intended to, and does not, constitute or form an offer or
an invitation to purchase or subscribe for any securities or a solicitation of
an offer to buy any securities pursuant to this announcement or otherwise in
any jurisdiction in which such offer or solicitation is unlawful.

 

Inside information

 

The information contained within this announcement is deemed by Senior to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014 (as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this announcement
via a Regulatory Information Service, such information is now considered to be
in the public domain.

 

Notices related to the financial advisers

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA"), is acting
exclusively as financial adviser to Senior and no one else in connection with
any possible offer 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 any possible offer 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 any possible offer, 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 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.

 

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 United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority 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 Bank") is acting exclusively for Senior and no one else in
connection with any possible offer 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 any possible offer or any other
matters referred to in this announcement. Neither Deutsche Bank 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 Bank in connection
with any possible offer, this announcement, any statement contained herein or
otherwise.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested (directly or
indirectly) in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
(directly or indirectly) in 1% or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following the date of
the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
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. If you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on
+44 (0) 20 7638 0129.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, Senior plc confirms that, as at close
of business on 02 March 2026 it had 419,418,082 ordinary shares of 10 pence
each in issue. The ISIN reference for these securities is GB0007958233 and the
Company's LEI number is 5493002HQHWN5JQHKQ51.

 

Rule 26.1 information

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) on Senior's website
(https://www.Seniorplc.com/investors) 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 the website referred to in this
announcement are not incorporated into, and do not form part of, this
announcement.

 

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