TIDMSNR
RNS Number : 5289C
LSF XI Investments LLC
21 June 2021
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
Lone Star
Christina Pretto Tel: +1 212 849 9662
Goldman Sachs International Tel: +44 20 7774 1000
Chris Emmerson
Bertie Whitehead
Headland
Rosh Field +44 7515 187 426
Jack Gault +44 7717 708 859
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.
This information is provided by RNS, the news service of the
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END
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