REG - Tinicum Incorporated Blackstone Priv Inv Senior PLC - Statement regarding possible offer for Senior plc

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RNS Number : 1981V  Tinicum Incorporated  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 OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO
THE TERMS OF ANY OFFER.

 

FOR IMMEDIATE RELEASE.

 

03 March 2026

 

Tinicum Incorporated ("Tinicum") and Blackstone Private Investments Advisors
L.L.C. ("Blackstone")

 

Statement regarding possible offer for Senior plc ("Senior")

 

 

Tinicum and Blackstone, on behalf of certain of their respective affiliated
investment funds or vehicles (together the "Consortium") note the announcement
released today by Senior in relation to the recent media speculation.

 

The Consortium confirms that it made a preliminary, non-binding all cash
proposal to the Board of Senior for the entire issued and to be issued share
capital of Senior (the "Proposal").

 

The Consortium is currently considering its position. There can be no
certainty that an offer will be made nor as to the terms of any offer.

 

In accordance with Rule 2.6(a) of the Code, the Consortium is required, by no
later than 5.00 p.m. 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 to announce that it does not
intend to make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may be extended
with the consent of the Panel on Takeovers and Mergers (the "Panel") in
accordance with Rule 2.6(c) of the Code.

 

A further announcement will be made when appropriate.

 

Enquiries

 

 Tinicum Incorporated                                                         +1 212 446 9306

 Matthew Lombardi

 Blackstone Private Investments Advisors L.L.C.                               +44 20 7451 4000

 Dafina Grapci-Penney

 Matthew Thomas

 Barclays Bank PLC, acting through its Investment Bank (Financial Adviser to    +44 20 7623 2323
 the Consortium)

 Davide Sala

 Adrian Beidas

 Guy Bomford

 Akshay Majithia

 

Important information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

 

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

 

Financial Adviser

 

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

 

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the 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. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) of the Code applies must be made by no later than
3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code 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 of the Code.

 

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 of the Code).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified.

 

You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129 if you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.

 

Under Rules 2.4(c)(iii) and 6.1 of the Code, if the Consortium were to make an
offer, it would be required to offer a price of not less than 189.86 pence per
share, being the highest price paid by Tinicum for Senior shares in the
three-month period prior to the date of this announcement. However, it has not
been practicable for the Consortium to make enquiries of all persons acting in
concert with it prior to the date of this announcement in order to confirm
whether any dealings in Senior's shares by such persons give rise to any other
requirement under Rule 6 or Rule 11 of the Code for the Consortium, if they
were to make an offer, to offer any minimum level, or particular form, of
consideration. To the extent that any such details are identified following
such enquiries, the Consortium will make an announcement disclosing such
details as soon as practicable, and in any event by no later than the time it
is required to make its Opening Position Disclosure under Rule 8.1 of the
Code.

 

In accordance with Rule 2.5 of the Code, the Consortium reserves the right to
vary the form and/or mix of the consideration described in this announcement.

 

Publication on a website

 

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) at www.tinicum.com and
https://publishdocuments.co.uk/ by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of those
websites is not incorporated into, and does not form part of, this
announcement.

 

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