Senior Regulatory News (SNR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT 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 EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 June 2021

Possible Offer for Senior Plc ("Senior")

LSF XI Investments, LLC, a company advised by Lone Star Global Acquisitions, Ltd ("Lone Star") announces that it has made a fifth and final proposal to Senior regarding a possible cash offer for Senior at 200 pence (the "Fifth Proposal"). The Fifth Proposal is subject to a number of customary pre-conditions, including the satisfactory completion of due diligence.

The Fifth Proposal represents a premium of approximately:

· 69 per cent. to Senior's closing price of 118.3 pence per share on 27 May 2021 (being the last closing price prior to the commencement of the offer period on 28 May 2021);

· 78 per cent. to Senior's three-month volume weighted average price of 112.2 pence per share as at 27 May 2021; and

· 100 per cent. to Senior's six-month volume weighted average price of 100.0 pence per share as at 27 May2021.

The Fifth Proposal follows a further proposal regarding a possible cash offer at 185 pence that was made to the Board of Senior on 14 June 2021 and rejected by the Board of Senior on 15 June 2021.

As required by Rule 2.6(a) of the Code, Lone Star must, by not later than 5.00 p.m. on 25 June 2021, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or 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 in accordance with Rule 2.6(c) of the Code.

The financial terms of the Fifth Proposal are final and will not be increased, except that Lone Star reserves the right to increase the amount of the offer price if there is an announcement on or after the date of this announcement of an offer or a possible offer for Senior by a third party offeror or potential offeror.

Furthermore, pursuant to Rule 2.5 of the Code, Lone Star reserves the right to vary the form and / or mix of the offer consideration and vary the transaction structure. Lone Star also reserves the right to lower the terms of any offer:

a) with the recommendation or consent of the Senior Board;

b) if Senior announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case Lone Star reserves the right to make an equivalent reduction to its Fifth Proposal;

c) following the announcement by Senior of a whitewash transaction pursuant to the Code; or

d) if a third party announces a firm intention to make an offer for Senior on less favourable terms.

There can be no certainty any offer will be made even if the pre-conditions referred to above are satisfied or waived. Lone Star has reserved its right to waive, in whole or in part, any pre-condition at any time and at its sole discretion.

A further announcement will be made when appropriate.

Enquiries

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Lone Star and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Lone Star for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

Goldman Sachs International will continue to act as an exempt principal trader in Senior shares on the London Stock Exchange.

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) 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, 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 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).

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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Notice to US Senior shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Lone Star or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Senior shares outside the United States, other than pursuant to an offer, before or during the period in which such offer, if made, remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.lonestarfunds.com/senior, by no later than 12 noon (London time) on 22 June 2021. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an 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, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Senior who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Senior who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.