REG - Senior PLC - Discussions with Potential Offerors;Buyback update

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RNS Number : 6192U  Senior PLC  27 February 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 ON WHICH ANY FIRM OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 February 2026

Discussions with Potential Offerors and Update Regarding Buyback Programme

On 14 January 2026, Senior plc (the "Company" or "Senior") received a
preliminary, non-binding all-cash proposal from a potential offeror, which was
unanimously rejected by the Board on the basis that it fundamentally
undervalued Senior and its future prospects.  Two subsequent, higher
proposals were received from the same party in February 2026, the second of
which was unequivocally rejected by the Board.

Following the approaches described above, the Board appointed Lazard and
Jefferies to initiate discussions with a limited number of 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 Company
confirms it has received two further, superior all-cash proposals from other
potential offerors.  Discussions with potential offerors remain ongoing.

In view of the Company's ongoing discussions with the potential offerors, and
mindful of the Company's regulatory obligations, the Board has postponed the
start of the £40m buyback programme which had been due to commence following
publication of the full year results.  The Board will keep this under review
and make a further announcement as necessary.

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.

Senior is now in an "offer period" as defined in the Code and the attention of
Senior shareholders is drawn to the dealing disclosure requirements of Rule 8
of the Code, which are summarised below.

There can be no certainty that an offer will be made for the Company nor as to
the terms on which any offer might be made.

This announcement has been made without the consent of any of the potential
offerors.

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 and Dealing Disclosures must also be made by any
persons acting in concert with the offeree company (see Rules 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 26 February 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 (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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