Scheme of Arrangement becomes Effective
Scheme of Arrangement becomes effective; Senior acquired by Zeus UK Bidco at 297.85p per share in cash.
- Acquisition consideration per share 297.85 pence
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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 6 October 2026, Senior and BidCo announced that the Court had sanctioned the Scheme at the Sanction Hearing held on 6 October 2026.
Senior and BidCo are pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of Senior is now owned by BidCo (other than the Existing Tinicum Shares).
Consideration and settlement
Under the terms of the Scheme, a Scheme Shareholder on the register of members of Senior at the Scheme Record Time, being 6.00 p.m. on 7 October 2026, will be entitled to receive 297.85 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as set out in the Scheme Document.
Suspension and cancellation of trading
As previously announced, applications were made for the suspension, and subsequent cancellation, of the listing of Senior Shares on the Official List of the Financial Conduct Authority and the admission of Senior Shares to trading on the London Stock Exchange's Main Market.
The admission to trading of Senior Shares on the London Stock Exchange's Main Market will be suspended with effect from 7:30 a.m. today. As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlements to Scheme Shares in uncertificated form in CREST are being cancelled.
It is expected that the de-listing of Senior Shares from the Official List of the Financial Conduct Authority and the cancellation of trading of Senior Shares on the London Stock Exchange's Main Market for listed securities will take effect by 8.00 a.m. on 9 October 2026.
Board changes
As the Scheme has now become Effective, Senior duly announces that, as of today's date, Ian King, Zoe Clements, Barbara Jeremiah, Graham Oldroyd, Rajiv Sharma, Joe Vorih and Mary Waldner have tendered their resignations as non-executive directors of Senior and have stepped down from the Senior Board.
In addition, Gabriel Yuen and Karl Eber will be appointed as directors of the Senior Board, in each case with immediate effect.
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.