Statement regarding possible offer for Senior plc
Advent International confirms considering possible offer at 270p per share in cash plus retention of FY25 final dividend.
- Possible Offer Price 270 pence per share
- Total value with permitted dividend up to 272 pence per share
- FY25 final dividend assumed up to 2 pence per share
- Proposed FY25 final dividend announced 2 Feb 2026 2.15 pence per share
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On 27 February 2026, Advent International Limited, in its capacity as adviser to Advent International, L.P., the manager of and / or adviser to certain private equity funds ("Advent") announced that it was considering a possible offer for Senior.
In its announcement of 27 February 2026, Senior referred to proposals made in February by Advent that it had unequivocally rejected. Advent confirms that its last proposal was at a total value of up to 272 pence per Senior share (the "Proposal") comprised of an offer price of 270 pence in cash (the "Possible Offer Price"), and the right to retain any FY25 final dividend of up to 2 pence per share (which was based on analyst consensus estimates) (the "Permitted Dividend").
The Proposal also provided Senior shareholders with the opportunity to elect to receive an unlisted share alternative.
Advent is considering its position and there can be no certainty any offer will be made. A further announcement will be made in due course when appropriate.
Pursuant to Rule 2.5 of the Code, Advent reserves the right to:
- vary the form and/or mix of the offer consideration;
- reduce the Possible Offer Price by the amount of any dividend or other distribution to Senior shareholders which is paid or becomes payable by Senior after the date of this announcement other than the Permitted Dividend (or to the extent that the FY25 final dividend exceeds 2 pence per share, the Possible Offer Price will be incrementally reduced (and so if the proposed FY25 final dividend of 2.15 pence per share announced by Senior on 2 February 2026 is paid to Senior shareholders, the Possible Offer Price would be correspondingly reduced by 0.15 pence per share if this reservation is exercised));
- make an offer at any time for less than the Possible Offer Price (and/or not offer an unlisted share alternative):
o with the agreement of the Senior Board;
o if a third party announces a possible or firm intention to make an offer for Senior on less favourable terms than the Possible Offer Price; or
o following the announcement by Senior of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).
Rule 2.4(c)(iii) Disclosure
Advent confirms that it is not aware of any dealings in Senior shares that would require it to offer a minimum level, or particular form, of consideration under Rule 6 or Rule 11 of the Code. However, prior to this announcement it has not been practicable for Advent to make enquiries of all persons acting in concert with it to determine whether any dealings in Senior shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for Advent, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for Advent's Opening Position Disclosure.
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