REG - Senior PLC - Senior plc - Publication of Scheme Document

SeniorAnnouncement

30/04/2026 07:02

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RNS Number : 4919C  Senior PLC  30 April 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

FOR IMMEDIATE RELEASE

30 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"))

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 7 April 2026, the boards of directors of Senior and BidCo announced that
they had 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"). It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document (as defined below).
All references to times in this announcement are to London (United Kingdom)
times unless stated otherwise.

Publication and posting of the Scheme Document

Senior is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document") has been published today containing, among other things, a
letter from the Chair of Senior, an explanatory statement pursuant to section
897 of the Companies Act, the full terms and conditions of the Scheme, an
expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the actions to be taken by Senior Shareholders.

Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document and related documentation will be made
available on Senior's website at https://www.seniorplc.com/
(https://www.seniorplc.com/) and on BidCo's websites at
https://www.tinicum.com/ (https://www.tinicum.com/) and
https://publishdocuments.co.uk/ (https://publishdocuments.co.uk/) .
(https://publishdocuments.co.uk/)

Hard copies of the Scheme Document (or, depending on Senior Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed), together with the Forms of Proxy
for the Court Meeting and the General Meeting, are being sent to Senior
Shareholders. For information only, the Scheme Document will also be sent, or
made available, to holders of options or awards under the Senior Share Plans
and persons with information rights.

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majorities of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) Senior Shareholders vote in favour of the Resolution to be proposed at
the General Meeting. The Scheme is also subject to the satisfaction or, where
applicable, waiver of the Conditions and further terms that are set out in the
Scheme Document.

Notices convening the Court Meeting and the General Meeting, both of which
will be held at 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on 26
May 2026, are set out in the Scheme Document. The Court Meeting will start at
10:00 a.m. and the General Meeting at 10:15 a.m. (or as soon thereafter as the
Court Meeting concludes or is adjourned).

Any changes to the arrangements for the Court Meeting and/or the General
Meeting will be communicated to Scheme Shareholders and Senior Shareholders
before the relevant Meeting, including through Senior's website
(https://www.seniorplc.com (https://www.seniorplc.com/) )
(https://www.seniorplc.com/) and by announcement through a Regulatory
Information Service.

It is important that for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Scheme Shareholder opinion. Therefore, whether or not you
intend to attend the Court Meeting and/or the General Meeting, you are
strongly encouraged to: (i) sign and return your Forms of Proxy by post; (ii)
appoint a proxy electronically through Shareview or Proxymity (for
institutional investors only); or (iii) transmit a proxy appointment and
voting instruction online through the CREST electronic proxy appointment
service, as soon as possible and, in any event, by no later than 10:00 a.m. on
21 May 2026 in respect of the Court Meeting and 10:15 a.m. on 21 May 2026 in
respect of the General Meeting in accordance with the instructions set out in
the Scheme Document and Forms of Proxy. Doing so will not prevent you from
attending, speaking and voting in person at either Meeting, or any adjournment
or postponement thereof, if you wish and are entitled to do so.

Scheme Shareholders and Senior Shareholders are also strongly encouraged to
appoint the "Chair of the Meeting" as their proxy for each Meeting. This will
ensure that your vote will be counted if you (or any other proxy you might
otherwise appoint) are not able to attend the Meetings.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majorities of Scheme Shareholders at the Court Meeting, the requisite
majorities of Senior Shareholders at the General Meeting and the satisfaction
or, where applicable, waiver of the other Conditions set out in the Scheme
Document (including the sanction of the Court).

It is expected that the Scheme will become Effective by the end of Q1 2027.
Senior will make further announcements through a Regulatory Information
Service, with such announcements also being made available on Senior's website
at https://www.seniorplc.com (https://www.seniorplc.com/) .
(https://www.seniorplc.com/) An update to the expected timetable is expected
to be announced following receipt of the relevant regulatory approvals upon
which the Acquisition is conditional.

If the Scheme is sanctioned as outlined above, the last day of dealings in,
and registration of transfers of, Senior Shares on the Main Market of the
London Stock Exchange 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. It is intended that, subject 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.

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 Takeover Code.

The Senior Directors consider that the terms of the Acquisition are in the
best interests of Senior Shareholders as a whole. Accordingly, the Senior
Directors recommend unanimously that Senior Shareholders vote in favour of the
Scheme at the Court Meeting and the Resolution 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 the
Latest Practicable Date.

Senior Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Senior Share Plans

Joint letters from Senior and BidCo are being sent today to participants in
the Senior Share Plans regarding the effect of the Acquisition on their rights
under the Senior Share Plans and the arrangements applicable to them and,
where required, setting out an appropriate proposal pursuant to Rule 15 of the
Takeover Code (the "Share Plan Notices"). The Share Plan Notices will be made
available on Senior's website at https://www.seniorplc.com/
(https://www.seniorplc.com/) and on BidCo's websites at
https://www.tinicum.com/ (https://www.tinicum.com/) and
https://publishdocuments.co.uk/ (https://publishdocuments.co.uk/) .
(https://publishdocuments.co.uk/)

Additional information for Senior Shareholders

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting or are in any doubt as to how to complete
the Form(s) of Proxy or to submit your proxies electronically through
Shareview or Proxymity (for institutional investors only) or through CREST,
please contact Equiniti by calling the shareholder helpline on +44 (0)371 384
2136. The shareholder helpline will be available from 8:30 a.m. to 5:30 p.m.
Monday to Friday (except public holidays in England and Wales). Calls to the
shareholder helpline from outside of the UK will be charged at applicable
international rates. Different charges may apply to calls made from mobile
telephones, and calls may be recorded and monitored for security and training
purposes. Please note that Equiniti cannot provide advice on the merits of the
Scheme, nor give financial, tax, investment or legal advice.

A copy of the Scheme Document and the Forms of Proxy will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/%23/nsm/nationalstoragemechanism) .
(https://data.fca.org.uk/%23/nsm/nationalstoragemechanism)

 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
 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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Senior's and BidCo's current
expected dates for the implementation of the Scheme and is subject to change
(including as a result of changes to the regulatory timetable). If any of the
dates and/or times in this expected timetable change, the revised dates and/or
times will be notified to Senior Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange, with such
announcement being made available on Senior's website at
https://www.seniorplc.com/ (https://www.seniorplc.com/) .
(https://www.seniorplc.com/) All times shown are London, United Kingdom times.

 Event                                            Time and/or date⁽¹⁾
 Publication of the Scheme Document               30 April 2026
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE Form of Proxy)               10:00 a.m. on 21 May 2026⁽²⁾
 General Meeting (YELLOW Form of Proxy)           10:15 a.m. on 21 May 2026⁽³⁾
 Voting Record Time                               6:30 p.m. on 21 May 2026((4))
 Court Meeting                                    10:00 a.m. on 26 May 2026
 General Meeting                                  10:15 a.m. on 26 May 2026((5))

The following dates and times associated with the Scheme are indicative only
and subject to change((1)).

 Sanction Hearing (to sanction the Scheme)                                       a date expected to be in Q1 2027, subject to the satisfaction (or, if
                                                                                 applicable, waiver) of the relevant Conditions and, in any event, prior to the
                                                                                 Long Stop Date ("D")
 Last day for dealings in, and for the registration of transfer of, and          D+1*
 disablement in CREST of, Senior Shares
 Scheme Record Time                                                              6:00 p.m. on D+1*((6))
 Suspension of dealings in Senior Shares                                         by 7:30 a.m. on D+2*
 Effective Date of the Scheme                                                    D+2*((7))
 Cancellation of listing of Senior Shares                                        by 8:00 a.m. on D+3*
 Latest date for despatch of cheques, electronic payments and crediting of       within 14 days after the Effective Date - 7 July 2027(8)
 CREST accounts in respect of the Cash Consideration due under the Scheme Long
 Stop Date

(1)        The dates and times shown are indicative only and are based
on current expectations and may be subject to change and will depend on, among
other things, the date on which the Conditions to the Scheme are satisfied or,
if capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom times. If any of the
dates and/or times change, the revised dates and/or times will be notified to
Senior Shareholders by announcement through the Regulatory Information Service
on the London Stock Exchange, with such announcement being made available on
Senior's website at https://www.seniorplc.com/ (https://www.seniorplc.com/) .
(https://www.seniorplc.com/) Participants in the Senior Share Plans will be
contacted separately regarding the effect of the Scheme on their rights under
the Senior Share Plans and with the details of the arrangements applicable to
them.

(2)      It is requested that the BLUE Form of Proxy for the Court
Meeting be received no later than 10:00 a.m. on 21 May 2026 or, if the Court
Meeting is adjourned or postponed, not later than 48 hours before the time
fixed for the holding of the adjourned or postponed Court Meeting (excluding
any such 48 hour period falling on a non-Business Day). If the BLUE Form of
Proxy is not returned by the specified time, it may be: (i) scanned and
emailed to Equiniti at the following email address: proxyvotes@equiniti.com;
(mailto:proxyvotes@equiniti.com) or (ii) presented in person to the Chair of
the Court Meeting or to the Equiniti representative who will be present at the
Court Meeting, any time prior to the commencement of the Court Meeting (or any
adjournment or postponement thereof).

(3)      In order to be valid, the YELLOW Form of Proxy for the General
Meeting must be received no later than 10:15 a.m. on 21 May 2026 or, if the
General Meeting is adjourned or postponed, not later than 48 hours before the
time fixed for the holding of the adjourned or postponed General Meeting
(excluding any such 48 hour period falling on a non-Business Day).

(4)      If either the Court Meeting or the General Meeting is adjourned
or postponed, the Voting Record Time for the relevant adjourned or postponed
Meeting will be 6:30 p.m. on the day which is two days (excluding non-Business
Days) before the date set for such adjourned or postponed Meeting.

(5)      To commence at the time fixed or, if later, immediately after
the conclusion or adjournment of the Court Meeting.

(6)      Scheme Shareholders who are on the Register at this time are
entitled to receive Cash Consideration under the Scheme.

(7)      The Scheme shall become Effective as soon as a copy of the Court
Order has been delivered to the Registrar of Companies. This is expected to
occur following the Scheme Record Time and prior to the cancellation of
trading in Senior Shares. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate by
reference to that date.

(8)      This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date (i)
as may be agreed by BidCo and Senior or, in a competitive situation, as BidCo
may specify with the Panel's consent; or (ii) as the Panel may direct under
the Note on Section 3 of Appendix 7 of the Takeover Code, and in each case as
the Court may approve (if such approval is required).

*        All dates by reference to "D+1", "D+2" and "D+3" will be to
the date falling the number of indicated Business Days immediately after the
actual date, which is "D", as indicated above.

IMPORTANT NOTICES

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 subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the 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 vote in respect of the Scheme or any
decision in respect of, or other response 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 offer document).

This announcement does not constitute a prospectus or prospectus-equivalent
document or a prospectus exempted document.

Disclaimers

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.

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 Prudential Regulation Authority (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
Numis 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.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by 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.

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.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Senior, the Senior Directors, BidCo, the BidCo Directors or
by Barclays, Lazard, Jefferies, BMO, Deutsche Numis or any other person
involved in the Acquisition. Neither the publication of this announcement nor
holding the Meetings or the Sanction Hearing, or filing the Court Order shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Wider Senior Group or the Wider BidCo Group since the
date of this announcement or that the information in, or incorporated into,
this announcement is correct as at any time subsequent to its date.

In accordance with the Takeover 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
Takeover Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) . (http://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.

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 Takeover 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
or regulatory requirements. In particular, the ability of persons who are not
resident in the United Kingdom 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
Takeover Code, the Panel, the London Stock Exchange and the FCA.

Further details in relation to the Overseas Senior Shareholders in overseas
jurisdictions are 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 and in accordance with the Takeover
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.londonstockexchange.com/) . (http://www.londonstockexchange.com/)

The receipt of Cash 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 Senior 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 Senior's 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.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved, disproved or passed judgment
upon the fairness or the merits of the Acquisition or determined if this
announcement or any other documentation relating to the Acquisition is
adequate, accurate or complete. Any representation to the contrary is a
criminal offence in the United States.

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 or Wider Senior 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 or incorporated by reference 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 Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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/) ,
(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 to
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code shall be made available on BidCo's
and Senior's websites at https://www.tinicum.com/ (https://www.tinicum.com/) ,
(https://www.tinicum.com/) and https://publishdocuments.co.uk/
(https://publishdocuments.co.uk/) and https://www.seniorplc.com/
(https://www.seniorplc.com/) , (https://www.seniorplc.com/) respectively, by
no later than 12 noon (London time) on the first Business Day following the
date of this announcement. For the avoidance of doubt, save as expressly
referred to in this announcement, the contents of these websites are not
incorporated into and do not form part of this announcement. For the avoidance
of doubt, neither the contents of Senior's website and BidCo's websites nor
any website accessible from hyperlinks is incorporated into, or forms part of,
this announcement.

Senior Shareholders may request a hard copy of this announcement by writing to
Senior's registrars, Equiniti Limited, at Highdown House, Yeoman Way,
Worthing, West Sussex, BN99 6DA, with an address to which the hard copy may be
sent, or by calling +44 (0) 371 384 2136 if calling from the UK. Lines are
open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding public holidays
in England and Wales), and calls are charged at the standard geographic rate
and will vary by provider. Senior Shareholders may, subject to applicable
securities laws, 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

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 75 per cent. of Senior Shares or such
lesser percentage (being more than 50 per cent.) of Senior Shares as BidCo may
decide (subject to the consent of the Panel to the extent necessary).

Investors should be aware that BidCo may purchase Senior Shares otherwise than
under any Takeover 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.

This announcement has been prepared for the purpose of complying with English
law and the Takeover 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 of England and Wales.

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