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Satisfaction of Regulatory Conditions; Next Steps

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All regulatory conditions satisfied for Zeus acquisition of Senior; Sanction Hearing scheduled for 6 October 2026.

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SATISFACTION OF REGULATORY CONDITIONS AND EXPECTED SCHEME TIMETABLE

On 7 April 2026, the boards 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"). The Acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the circular in relation to the Scheme sent to Senior Shareholders dated 30 April 2026 (the "Scheme Document").

On 26 May 2026, Senior announced that at a Court Meeting and General Meeting held on that date, all shareholder resolutions relating to the Acquisition were approved by the requisite majorities.

Satisfaction of official authorisations and regulatory clearances

Senior and BidCo are pleased to announce that all regulatory Conditions as set out in paragraphs 3(A) to 3(M) of Part A of Part III (Conditions to and Further Terms of the Acquisition and the Scheme) of the Scheme Document have now been satisfied.

The Scheme remains subject to certain other Conditions set out in Part III (Conditions to and Further Terms of the Acquisition and the Scheme) of the Scheme Document including, among other things, sanction by the Court at the Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

Next steps and timetable

An updated expected timetable of principal events for the implementation of the Scheme is set out below. In particular, Senior confirms that the Sanction Hearing has been scheduled to be held on 6 October 2026. Details of the Sanction Hearing will be available on the Court service website on the date before the Sanction Hearing. A further announcement will be made following the Sanction Hearing.

Subject to satisfaction of the remaining Conditions, the Scheme is expected to become Effective on 8 October 2026.

The last day for dealings in, and for the registration of transfers of, Senior Shares on the London Stock Exchange's main market for listed securities (the "Main Market") is, therefore, expected to be 7 October 2026, with all dealings in Senior Shares being suspended from 7:30 a.m. on 8 October 2026. It is also expected that the admission to trading of Senior Shares on the Main Market will be cancelled with effect from 8:00 a.m. on 9 October 2026.

These dates and times are indicative only and subject to change. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified to Senior Shareholders by announcement through a Regulatory Information Service and by making such announcement available on Senior's website at https://www.seniorplc.com/.

EventTime and/or date (1)
Sanction Hearing (to sanction the Scheme)6 October 2026
Last day for dealings in, and for the registration of transfer of, and disablement in CREST of, Senior Shares7 October 2026
Scheme Record Time6.00 p.m. on 7 October 2026 (2)
Suspension of dealings in Senior Sharesby 7.30 a.m. on 8 October 2026
Effective Date of the Scheme8 October 2026 (3)
Cancellation of listing of Senior Sharesby 8:00 a.m. on 9 October 2026
Latest date for despatch of cheques, electronic payments and crediting of CREST accounts in respect of the Cash Consideration due under the Schemewithin 14 days after the Effective Date

Notes: (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 time. 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/ . (2) Scheme Shareholders who are on the Register at this time are entitled to receive Cash Consideration under the Scheme. (3) 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 and is expected to be on 8 October 2026. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

Disclaimers

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 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.

General

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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