Statement regarding possible offer for Senior plc

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 Matthew Lombardi	[phone]
Blackstone Private Investments Advisors L.L.C. Dafina Grapci-Penney Matthew Thomas	[phone]
Barclays Bank PLC, acting through its Investment Bank (Financial Adviser to the Consortium) Davide Sala Adrian Beidas Guy Bomford Akshay Majithia	[phone]

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 [phone] 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.

 

END