Discussions with Potential Offerors;Buyback update

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: [phone]
David Squires, Group Chief Executive Officer
Alpna Amar, Group Chief Financial Officer
Lazard - Lead Financial Adviser to Senior	Tel: [phone]
Richard Shaw
Louise Campbell
James Cliffe
Jefferies - Financial Adviser and Joint Corporate Broker to Senior	Tel: [phone]
Chris Squire
Sam Barnett
Deutsche Numis - Financial Adviser and Joint Corporate Broker to Senior	Tel: [phone]
Jonathan Wilcox
Will Wickham
FGS Global - PR Adviser to Senior	Tel: [phone]
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, 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 [phone].

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) 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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