Tender Offer and Notice of General Meeting
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT (TOGETHER THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, SINGAPORE OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION ("RESTRICTED JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 March 2026
HARGREAVES SERVICES PLC
("Hargreaves" or the "Company")
Proposed return of capital of up to £20 million by way of Tender Offer
at 850 pence per Ordinary Share
and
Notice of General Meeting
----------------------------------------------------------------------------------
Tender Offer
On 28 January 2026, Hargreaves, a diversified group delivering services to the environmental, infrastructure and property sectors, announced in its interim results statement for the six months ended 30 November 2025, that it intended to return up to £15 million of capital to Shareholders by way of a tender offer. The Company is announcing today that it is proceeding with the Tender Offer at an increased level of £20 million pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares (with an Individual Basic Entitlement to tender approximately 7.12 per cent. of the Ordinary Shares held by them at the Tender Offer Record Time, rounded down to the nearest whole number) at a price of 850 pence per Ordinary Share.
The Tender Price represents a premium of approximately 16.4 per cent. to the closing price of 730 pence per Ordinary Share on the Latest Practicable Date and a premium of approximately 26.9 per cent. to the closing price of 670 pence per Ordinary Share on 27 January 2026 (being the last business day before the date the intention to launch the Tender Offer was announced).
Qualifying Shareholders are not required to tender any of their Ordinary Shares if they do not wish to do so. Qualifying Shareholders who participate in the Tender Offer have an Individual Basic Entitlement to tender approximately 7.12 per cent. of the Ordinary Shares held by them at the Tender Offer Record Time, rounded down to the nearest whole number, at a price of 850 pence per Ordinary Share. The Tender Offer is for a maximum of 2,352,941 Ordinary Shares. If the maximum number of Ordinary Shares under the Tender Offer are tendered, this would result in the purchase of approximately 7.12 per cent. of the Company's expected Issued Ordinary Share Capital as at the Tender Offer Record Time.
Qualifying Shareholders will also have the opportunity to offer for purchase Ordinary Shares in excess of their Individual Basic Entitlements and such tenders will be accepted to the extent other Qualifying Shareholders tender less than their Individual Basic Entitlements or do not tender any Ordinary Shares. Qualifying Shareholders are eligible to participate in the Tender Offer with respect to Ordinary Shares registered in their names on the Register at the Tender Offer Record Time.
The Tender Offer is not being made to Shareholders who are located or resident in the United States or any other Restricted Jurisdiction or, directly or indirectly, utilising the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States or any other Restricted Jurisdiction. Shareholders located or resident in other jurisdictions outside the UK, or who are nationals or citizens of other jurisdictions (except the UK), should read the additional information set out in paragraph 11 (Overseas Shareholders) of Part IV (Terms and Conditions of the Tender Offer) of the circular to be posted to Shareholders in respect of the Tender Offer (the "Circular").
The Tender Offer is being effected by Singer Capital Markets Securities Limited ("Singer Capital Markets"), the Company's corporate broker, as principal on the basis that all Ordinary Shares that Singer Capital Markets buys under the Tender Offer will be subsequently repurchased from Singer Capital Markets by the Company pursuant to the terms of a Repurchase Agreement. Any Ordinary Shares acquired by Singer Capital Markets pursuant to the Tender Offer and subsequently purchased by the Company from Singer Capital Markets pursuant to the Repurchase Agreement will, as soon as reasonably practicable, be cancelled (save for 750,000 Ordinary Shares which the Company intends to retain in treasury in order to satisfy awards made in the future under the Share Schemes).
None of the Company, its Directors, officers, employees or advisers or their respective affiliates makes any recommendation to any Qualifying Shareholder whether to tender or refrain from tendering any or all Ordinary Shares in the Tender Offer and none of them has authorised any person to make any such recommendation. However, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 3,364,923 Ordinary Shares, representing approximately 10.18 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date.
As at the Latest Practicable Date, the Directors and their connected persons were interested, in aggregate, in 3,364,923 Ordinary Shares, representing approximately 10.18 per cent. of the current Issued Ordinary Share Capital of the Company. Each of the following Directors (together the "Participating Directors") has irrevocably undertaken to tender such number of Ordinary Shares as is equal to their individual Basic Entitlement, and therefore there is no expectation that their respective percentage holdings will change materially following the Tender Offer. Each of the Participating Directors has further irrevocably undertaken not to submit any applications under the Tender Offer in excess of their Basic Entitlement:
|
Name |
|
Position |
|
Roger McDowell |
|
(Non-Executive Chair) |
|
Gordon Banham |
|
(Group Chief Executive) |
|
Stephen Craigen |
|
(Chief Financial Officer) |
|
Nigel Halkes |
|
(Non-Executive Director) |
|
Nicholas Mills |
|
(Non-Executive Director) |
Each of the following Directors has confirmed that they will not be tendering any of their Ordinary Shares and therefore their respective percentage holdings will increase following the Tender Offer:
|
Name |
|
Position |
|
Simon Hicks |
|
(Chief Operating Officer) |
|
Christopher Jones |
|
(Non-Executive Director) |
As at the Latest Practicable Date, Harwood Capital, the Company's largest Shareholder, was interested, in aggregate, in 9,205,000 Ordinary Shares, representing approximately 27.85 per cent. of the current Issued Ordinary Share Capital of the Company. Harwood Capital has irrevocably undertaken to tender such number of Ordinary Shares as is equal to its Individual Basic Entitlement and has reserved its right to tender any Ordinary Shares in excess of its Individual Basic Entitlement. Harwood Capital is a substantial shareholder in the Company and as such, its intended participation in the Tender Offer will constitute a related party transaction under AIM Rule 13.
Posting of Circular and Notice of General Meeting
A general meeting of the Company will be held at Singer Capital Markets, One Bartholomew Lane, London, EC2N 2AX on 29 April 2026 at 9.00 a.m. (the "General Meeting").
The Company expects to post a Circular to Shareholders later today and a copy of the Circular will be published on the Company's website at https://www.hsgplc.co.uk/investors/.
The Circular will set out the full details of the Tender Offer, including the background to, and reasons for, the Tender Offer and why the Directors believe the Tender Offer to be in the best interests of the Company and its Shareholders as a whole. The Circular will also contain details on the procedure that should be followed by those Qualifying Shareholders who wish to participate in the Tender Offer. A personalised Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the Tender Offer will be despatched with the Circular. A Form of Proxy for use by Shareholders who hold their Ordinary Shares in certificated form will also be despatched with the Circular.
Implementation of the Tender Offer requires the approval of the Resolution by Shareholders at a general meeting of the Company. The Resolution will be proposed at the General Meeting as a special resolution. If the Resolution is not passed, the Company will not be able to proceed with the Tender Offer.
This summary should be read in conjunction with the full text of this announcement and the Circular.
Unless otherwise defined in this announcement, capitalised terms used in this announcement will have the same meaning given to them in the Circular.
The person responsible for arranging the release of this announcement on behalf of the Company is David Hankin, Company Secretary of Hargreaves.
Enquiries:
|
Hargreaves Services Gordon Banham, Chief Executive Officer Stephen Craigen, Chief Financial Officer Simon Hicks, Chief Operating Officer
|
Tel: 0191 373 4485 |
||
|
Walbrook PR (Financial PR & IR) Paul McManus, Lianne Applegarth, Anna Dunphy
|
Tel: 020 7933 8780 or hargreavesservices@walbrookpr.com Mob: 07980 541 893 / 07584 391 303 07876 741 001 |
||
|
Singer Capital Markets (Nomad and Joint Corporate Broker) Phil Davies, Sara Hale, Dan Ingram
|
Tel: 020 7496 3000 |
||
|
Cavendish Capital Markets Ltd (Joint Corporate Broker) Adrian Hadden, Jasper Berry, Sunila de Silva |
Tel: 020 7220 0500 |
||
About Hargreaves
Hargreaves Services plc is a diversified group delivering services to the environmental, infrastructure and property sectors, supporting key industries within the UK and South East Asia. The Company's three business segments are Services, Hargreaves Land and an investment in a German joint venture, Hargreaves Raw Materials Services GmbH ("HRMS"). Services provides critical support to many core industries including Connectivity, Clean Energy and Environmental infrastructure through the provision of materials handling, mechanical and electrical contracting services, logistics and major earthworks. Hargreaves Land is focused on the sustainable development of brownfield sites for both residential and commercial purposes. HRMS trades in specialist commodity markets and owns DK Recycling und Roheisen GmbH ("DK"), a specialist recycler of steel waste material. Hargreaves is headquartered in County Durham and has operational centres across the UK, as well as in Hong Kong, South Africa and a joint venture in Duisburg, Germany.
For further information, please visit www.hsgplc.co.uk.
Forward Looking Statements
This announcement contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on the Group's current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, such statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Hargreaves' control. The Group's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
General
Singer Capital Markets, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA), is acting exclusively for the Company as financial adviser and for no one else in connection the Tender Offer and will not regard any other person as its client in relation to the Tender Offer and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice in connection with the Tender Offer, the contents of this announcement or the Circular or any other transaction, arrangement or other matter referred to in this announcement or the Circular as relevant.
Apart from the responsibilities and liabilities, if any, which may be imposed on Singer Capital Markets under FSMA or the regulatory regime established under FSMA: (i) neither Singer Capital Markets nor any persons associated or affiliated with Singer Capital Markets nor any of Singer Capital Markets' branches or subsidiaries accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement and/or the Circular, including their accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the Directors, in connection with the Company and/or the Tender Offer; and (ii) Singer Capital Markets accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this announcement and/or Circular or any such statement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Event |
Time and date (2026) |
|
Announcement of the Tender Offer and publication of the Circular and the Notice of General Meeting |
27 March |
|
Tender Offer opens |
30 March |
|
Latest time and date for receipt of Forms of Proxy and CREST proxy appointments for the General Meeting |
9.00 a.m. on 27 April |
|
Voting Record Time |
6.00 p.m. on 27 April |
|
Latest time and date for receipt of Tender Forms and share certificates for tendered certificated Ordinary Shares in relation to the Tender Offer (i.e. close of the Tender Offer) |
1.00 p.m. on 28 April |
|
Latest time and date for receipt of TTE Instructions for tendered uncertificated Ordinary Shares in relation to the Tender Offer (i.e. close of the Tender Offer) |
1.00 p.m. on 28 April |
|
Tender Offer Record Time |
6.00 p.m. on 28 April |
|
General Meeting |
9.00 a.m. on 29 April |
|
Announcement of results of the General Meeting |
29 April |
|
Announcement of results of the Tender Offer |
30 April |
|
Purchase of Ordinary Shares under the Tender Offer |
5 May |
|
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares
|
no later than 22 May |
|
CREST accounts credited for revised uncertificated holdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) |
no later than 22 May |
|
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares |
no later than 22 May |
|
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares |
no later than 22 May |
|
Despatch of balancing share certificates in respect of unsold certificated Ordinary Shares |
no later than 22 May |
All times are references to London (UK) times and are indicative only and may change. Each of the above times and dates is based on the Company's expectations as at the date of this Announcement. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service and will be available on the Company's website https://www.hsgplc.co.uk/.
ADDITIONAL INFORMATION
1. TENDER OFFER
1.1 Background to and reasons for the Tender Offer
On 28 January 2026, in its interim results announcement for the six months ended 30 November 2025, the Company announced that it intended to return up to £15 million of capital to Shareholders by way of a tender offer.
The Company is announcing today that it is proceeding with the Tender Offer at an increased level of £20 million pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares (with an Individual Basic Entitlement to tender approximately 7.12 per cent. of the Ordinary Shares held by them at the Tender Offer Record Time, rounded down to the nearest whole number) at a price of 850 pence per Ordinary Share.
The Group has set out previously a clear strategy for the creation, delivery and realisation of value for Shareholders. This strategy varies across the three business units:
• Services - Focused on delivering value through sustainable growth in high-quality, robust contracts in areas of core competence within the environmental and infrastructure sector;
• Hargreaves Land - Medium-term plan to deliver value through the realisation of capital employed within the Blindwells development and the renewable energy asset portfolio; and
• Hargreaves Raw Material Services GmbH (HRMS) - Focus on cash realisation through an annual return of cash to the Group whilst the Company considers the longer-term realisation potential.
The Group has previously stated its intention to return cash to Shareholders following the disposal of assets, particularly relating to the sale of the renewable energy land portfolio.
The Group announced the sale of the first tranche of the renewable energy land asset on 20 October 2025 for initial cash consideration of £8.8 million, with potential additional top up consideration of up to £5 million payable before 30 September 2029.
Furthermore, the Group announced the exchange of contracts for the unconditional sale of the second tranche of renewable energy land assets on 6 March 2026 for gross consideration of £6.8 million payable on 30 April 2026.
These two transactions represent the beginning of a number of material realisations out of the Group's renewable energy portfolio and in line with the aforementioned plan, the Board is now announcing that this surplus cash will be returned to Shareholders.
The Board has concluded that a return of value by way of tender offer would be the most suitable way of returning capital to Shareholders quickly and efficiently, taking into account the costs, complexity and timeframes of other methods, as well as the possible tax treatment and equality of treatment of Shareholders.
The implementation of the Tender Offer requires shareholder approval of the Resolution under the Companies Act 2006. The Resolution will be proposed at the General Meeting of the Company to be held at Singer Capital Markets, One Bartholomew Lane, London, EC2N 2AX on 29 April 2026 at 9.00 a.m.
The Resolution, if approved, will grant the Directors the authority to return up to £20 million to Shareholders through the Tender Offer at the Tender Price.
1.2 Benefits of the Tender Offer to Shareholders
The Board considers the Tender Offer to be beneficial to the Company and its Shareholders as whole because:
(a) Qualifying Shareholders have a choice as to whether they participate in the Tender Offer or not, such that:
(i) the Tender Offer provides the opportunity for Qualifying Shareholders who wish to reduce their holdings of Ordinary Shares to do so; and
(ii) the Tender Offer allows Qualifying Shareholders who do not wish to receive capital at this time to maintain their full investment in the Company;
(b) the Tender Offer is available to all Qualifying Shareholders regardless of the size of their shareholdings;
(c) the Tender Price represents a premium of:
(i) approximately 5.5 per cent. to the 12-month high closing price of 806 pence per Ordinary Share on 9 February 2026;
(ii) approximately 16.4 per cent. to the closing price of 730 pence per Ordinary Share on 25 March 2026 (being the Latest Practicable Date);
(iii) approximately 26.9 per cent. to the closing price of 670 pence per Ordinary Share on 27 January 2026 (being the last business day before the date the intention to launch the Tender Offer was announced); and
(iv) a premium of approximately 12.7 per cent. to the volume weighted average price per Ordinary Share over the one month to the Latest Practicable Date; and
(d) the Tender Offer enables Ordinary Shares to be sold free of commissions or charges that would otherwise be payable if Qualifying Shareholders were to sell their Ordinary Shares through their broker; and
(e) the Tender Offer will reduce the number of Ordinary Shares in issue and, assuming earnings stay the same, should have a positive impact on the Company's earnings per share as the Company intends to cancel all Ordinary Shares acquired in connection with the Tender Offer, save for 750,000 Ordinary Shares which the Company intends to retain in treasury in order to satisfy awards made in the future under the Share Schemes.
1.3 Details of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares. Tenders will only be accepted at the Tender Price.
The Tender Offer is conditional on, among other things:
(a) the passing of the Resolution set out in the Notice of General Meeting; and
(b) the Tender Offer not having been terminated in the circumstances described in paragraph 10 (Right to terminate the Tender Offer) of Part IV (Terms and Conditions of the Tender Offer) of the Circular.
The Tender Offer is also conditional on the other matters specified in paragraph 2 of Part IV (Terms and Conditions of the Tender Offer) of the Circular.
Ordinary Shares tendered by Qualifying Shareholders will only be accepted in respect of Ordinary Shares registered in their names on the Register at the Tender Offer Record Time.
Under the Tender Offer:
(a) and subject to, amongst others, the passing of the Resolution, Singer Capital Markets will acquire (acting as principal and not as agent, nominee, or trustee) up to 2,352,941 Ordinary Shares free of commission and dealing charges, representing up to approximately 7.12 per cent. of Hargreaves' Issued Ordinary Share Capital at the Latest Practicable Date from successful Qualifying Shareholders at the Tender Price (with such acquisitions being market purchases in accordance with the provisions of the Companies Act 2006, the rules of the London Stock Exchange and the AIM Rules).
Conditional upon the Tender Offer becoming unconditional and subject to the terms thereof, Singer Capital Markets has the right to require Hargreaves to acquire from it, and Hargreaves has the right to require Singer Capital Markets to sell to it, such Ordinary Shares purchased by Singer Capital Markets under the Tender Offer, at the Tender Price, pursuant to the Repurchase Agreement, details of which are set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular. These acquisitions by the Company will also be market purchases in accordance with the provisions of the Companies Act 2006 and the rules of the London Stock Exchange and the AIM Rules.
All Ordinary Shares acquired by Hargreaves from Singer Capital Markets under the Tender Offer will be automatically cancelled by the Company, save for 750,000 Ordinary Shares which the Company intends to retain in treasury in order to satisfy awards made in the future under the Share Schemes; those Ordinary Shares which are retained in treasury will not rank for future dividends while they are held in treasury and no voting rights will be exercised in respect of such Ordinary Shares;
(b) there is no obligation on Shareholders to participate in the Tender Offer;
(c) Qualifying Shareholders will be entitled to offer for purchase up to their Individual Basic Entitlement, which will be approximately 7.12 per cent. of the Ordinary Shares registered in their names at the Tender Offer Record Time, rounded down to the nearest whole number and subject to no outstanding options to subscribe for Ordinary Shares being exercised by anyone after the date of the Circular and before the Tender Offer Record Time. In addition, Qualifying Shareholders may tender for purchase Ordinary Shares in excess of their Individual Basic Entitlements and such tenders will be accepted to the extent other Qualifying Shareholders tender less than their Individual Basic Entitlements or do not tender any Ordinary Shares;
(d) the maximum number of Ordinary Shares that may be purchased under the Tender Offer is 2,352,941 Ordinary Shares for a maximum aggregate consideration of up to £20 million;
(e) if the aggregate purchase price (calculated at the Tender Price) of all validly tendered Ordinary Shares exceeds £20 million, not all the Ordinary Shares validly tendered will be accepted and purchased. In these circumstances, the number of Ordinary Shares which will be accepted and purchased will be calculated in accordance with the terms and conditions of the Tender Offer (as set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular), which are as follows:
(i) all Ordinary Shares validly tendered by Qualifying Shareholders up to their respective Individual Basic Entitlement will be accepted and purchased in full and will not be scaled down;
(ii) all Ordinary Shares validly tendered by Qualifying Shareholders in excess of their Individual Basic Entitlement, will be scaled down pro rata to the total number of such Ordinary Shares tendered in excess of the aggregate Individual Basic Entitlement if and to the extent necessary, such that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 2,352,941 and the maximum total cost of the Ordinary Shares purchased pursuant to the Tender Offer does not exceed £20 million. Please refer to question 7 (Will all of the Ordinary Shares I tender be purchased?) of Part II (Questions and Answers in relation to the Tender Offer) of the Circular for additional information including worked examples of calculations of the Individual Basic Entitlement and treatment of excess entitlements; and
(iii) Ordinary Shares not validly tendered will not be purchased.
The Issued Ordinary Share Capital of Hargreaves on the Latest Practicable Date was 33,057,452. If the Tender Offer is implemented in full, this will result in the purchase of 2,352,941 Ordinary Shares (representing approximately 7.12 per cent. of the Issued Ordinary Share Capital of Hargreaves as at the Latest Practicable Date). The Issued Ordinary Share Capital of Hargreaves after Hargreaves has acquired all validly tendered and purchased Ordinary Shares from Singer Capital Markets will be 30,704,511, assuming the Tender Offer is implemented in full, no further options are exercised for newly issued shares in the interim (pursuant to the ongoing operation of the Share Schemes, which are described in paragraph 2.10 (Share Schemes) of Part I (Letter from the Chair) of the Circular) and 750,000 Ordinary Shares purchased will be retained in treasury in order to satisfy awards made in the future under the Share Schemes. Those Ordinary Shares which are cancelled will not rank for any future dividends and Ordinary Shares which are retained in treasury will not rank for future dividends while they are held in treasury and no voting rights will be exercised in respect of such Ordinary Shares.
The percentage represented by the Individual Basic Entitlement has been calculated by reference to the maximum number of Ordinary Shares that may be acquired under the Tender Offer, divided by the fully diluted Issued Ordinary Share Capital as at the Tender Offer Record Time (i.e. assuming all options capable of exercise on or before the Tender Offer Record Time have been exercised and form part of the Issued Ordinary Share Capital). Note also that the Ordinary Shares currently held by the Company in treasury do not form part of the Company's Issued Ordinary Share Capital for this purpose.
Qualifying Shareholders should consider carefully all of the information contained in the Circular as well as their personal circumstances when deciding whether to participate in the Tender Offer.
1.4 How to Participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a percentage of that Qualifying Shareholder's record date holding equal to (or less than, if they so choose) the Individual Basic Entitlement. Qualifying Shareholders will also be entitled to apply to tender Ordinary Shares in excess of their Individual Basic Entitlement ("Excess Tenders"). Excess Tenders will be accepted to the extent other Qualifying Shareholders tender less than their Individual Basic Entitlements or do not tender any Ordinary Shares. To the extent that other Qualifying Shareholders have not taken up their Individual Basic Entitlement (thereby creating "Excess Capacity"), Qualifying Shareholders will have their Excess Tenders satisfied in full to the extent that the Excess Capacity equals or exceeds the aggregate Excess Tenders. To the extent that the aggregate Excess Tenders exceeds Excess Capacity, Excess Tenders shall be scaled down pro rata, or at Singer Capital Market's discretion (in consultation with the Company), to the total number of such Ordinary Shares tendered in excess of the aggregate Individual Basic Entitlement, such that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 2,352,941 and the maximum total cost of the Ordinary Shares purchased pursuant to the Tender Offer does not exceed £20 million, in accordance with the terms and conditions of the Tender Offer set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular.
(a) Ordinary Shares held in certificated form
All Qualifying Shareholders who hold Ordinary Shares in certificated form are being sent a personalised Tender Form for the Tender Offer. The procedure for tendering Ordinary Shares under the Tender Offer is set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular and on the Tender Form. Qualifying Shareholders who hold their shares in certificated form wishing to participate in the Tender Offer should follow the instructions in Part IV (Terms and Conditions of the Tender Offer) of the Circular and in the Tender Form and return it, together with the relevant share certificates and/or other document(s) of title or a satisfactory indemnity in lieu of them to Neville Registrars at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom B62 8HD. Completed Tender Forms must be received by Neville Registrars by no later than 1.00 p.m. on 28 April 2026 for them to be valid under the Tender Offer. A Tender Form, once received by the Receiving Agent, will be irrevocable.
Any envelope containing a Tender Form post-marked from, bearing a return address in, or otherwise appearing to have been dispatched from the United States or any other Restricted Jurisdiction will be rejected as an invalid tender.
(b) Ordinary Shares held in uncertificated form
Details of the procedures for tendering, and settlement in relation to, Ordinary Shares held in uncertificated form are set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular. Qualifying Shareholders who hold their Ordinary Shares in uncertificated form and who wish to tender all or any of their existing holding of Ordinary Shares under the Tender Offer should tender electronically through CREST so that the TTE Instruction settles by no later than 1.00 p.m. on 28 April 2026. A TTE Instruction, once received by the Receiving Agent, will be irrevocable. The CREST Manual may also assist Qualifying Shareholders who hold their Ordinary Shares in uncertificated form in making a TTE Instruction.
Further details of the procedure for tendering and settlement are set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular and, in the case of certificated holders, in the Tender Form.
Shareholders who do not wish to sell any Ordinary Shares under the Tender Offer should take no action in relation to the Tender Form and should not make any TTE Instruction.
If you are in doubt about completion of the Tender Form or sending a TTE Instruction, please contact Neville Registrars on +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Shareholder Helpline is open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Calls regarding the completion of the Tender Form or sending a TTE Instruction originating from the United States or any other Restricted Jurisdiction will not be accepted.
1.5 Circumstances in which the Tender Offer may not proceed
There is no guarantee that the Tender Offer will take place.
The Tender Offer is conditional on, amongst other things, the passing of the Resolution, as set out in the Notice of General Meeting and on satisfaction of the other Tender Conditions specified in paragraph 2 of Part IV (Terms and Conditions of the Tender Offer) of the Circular.
Singer Capital Markets has reserved the right at any time prior to the announcement of the results of the Tender Offer, in consultation with the Company, to extend the period during which the Tender Offer is open and/or vary the aggregate value of the Tender Offer, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. Hargreaves has also reserved the right, in certain circumstances, to compel Singer Capital Markets to terminate the Tender Offer if, inter alia, the Board concludes that the implementation of the Tender Offer is no longer in the best interests of the Company and/or Shareholders as a whole. Any such decision will be announced by Hargreaves through a Regulatory Information Service and published on the Company's website.
The Tender Offer is also conditional on there not arising any material adverse change or certain other force majeure events prior to the closing of the Tender Offer. Further details of these conditions are set out in paragraph 2 of Part IV (Terms and Conditions of the Tender Offer) of the Circular.
1.6 Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular. Some questions and answers related to the Tender Offer are set out in Part II (Questions and Answers relating to the Tender Offer) of the Circular.
1.7 Tax
Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Tender Offer. Summary details of certain UK taxation considerations are set out in Part V (UK Tax Aspects of the Tender Offer) of the Circular.
Shareholders are strongly advised to obtain independent tax advice regarding their own tax position.
1.8 Overseas Shareholders
The Tender Offer is not being made to Shareholders who are located or resident in the United States or any other Restricted Jurisdiction or, directly or indirectly, utilising the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States or any other Restricted Jurisdiction.
The attention of Shareholders located or resident in other jurisdictions outside the United Kingdom is drawn to paragraph 11 (Overseas Shareholders) of Part IV (Terms and Conditions of the Tender Offer) of the Circular. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction.
1.9 Share Schemes
The Group operates various LTIP schemes for the Directors and other senior employees based on performance criteria. Awards are subject to performance conditions which are generally measured over three years. Awards over 535,017 Ordinary Shares remain outstanding.
The proportion of Issued Ordinary Share Capital that all awards or options represent as at the Latest Practicable Date is approximately 1.62 per cent. The proportion of Issued Ordinary Share Capital that all awards or options would represent if the maximum number of Ordinary Shares that may be purchased under the Tender Offer is approximately 1.74 per cent. This is on the basis that, of the Ordinary Shares purchased by the Company pursuant to the Tender Offer (assuming the maximum number of Ordinary Shares are acquired by Singer Capital Markets under the Tender Offer and subsequently purchased by the Company), 1,602,941 Ordinary Shares will be cancelled and 750,000 Ordinary Shares will be retained in treasury in order to satisfy awards made in the future under the Share Schemes.
2. GENERAL MEETING
Implementation of the Tender Offer requires the approval of the Resolution by Shareholders at a general meeting of the Company. Ordinary Shares will not be purchased pursuant to the Tender Offer unless the Resolution is duly passed.
Accordingly, a Notice of General Meeting is set out at the end of the Circular convening the General Meeting to be held at 1 Bartholomew Lane, London EC2N 2AX on 29 April 2026 at 9.00 a.m.
The Resolution will be proposed at the General Meeting as a special resolution, the passing of which requires at least 75 per cent. of the votes cast (whether in person or by proxy) to be in favour.
The Resolution seeks authority to make market purchases of Ordinary Shares in connection with the Tender Offer. The Resolution specifies the maximum number of Ordinary Shares which may be acquired, and the fixed price at which Ordinary Shares may be acquired, pursuant to this authority. The authority sought is in addition to the authority approved at the Company's annual general meeting on 29 October 2025 and will expire at the conclusion of the Company's annual general meeting in 2026.
3. ACTION TO BE TAKEN
3.1 Action to be taken in relation to the General Meeting
A Form of Proxy for use in relation to the General Meeting which covers the Resolution accompanies the Circular. Whether or not you intend to attend the General Meeting, you are urged to complete, sign and return the Form of Proxy in accordance with the instructions printed on it and the notes to the Notice of General Meeting.
If you hold Ordinary Shares in CREST, as an alternative to completing and returning the accompanying Form of Proxy, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Company's Registrar, Neville Registrars, (under CREST Participant ID 7RA11) by no later than 9.00 a.m. on 27 April 2026 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day which is non-working)).
Guidance notes to assist you to complete the Form of Proxy or to complete and transmit a CREST Proxy Instruction are set out in the Notice of General Meeting at the end of the Circular.
If you have any questions relating to this document and/or the completion and return of the Form of Proxy, please contact Neville Registrars on +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Shareholder Helpline is open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Calls regarding this document and/or the completion and return of the Form of Proxy originating from the United States or any other Restricted Jurisdiction will not be accepted.
Alternatively, you can email Neville Registrars at info@nevilleregistrars.co.uk. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Emails regarding this document and/or the completion and return of the Form of Proxy may not be sent from the United States or any other Restricted Jurisdiction will not be responded to.
3.2 Action to be taken in relation to the Tender Offer
If you are a Qualifying Shareholder and hold your Ordinary Shares in certificated form and you wish to tender all or any of your Ordinary Shares, you should complete the Tender Form in accordance with the instructions printed on it and in Part IV (Terms and Conditions of the Tender Offer) of the Circular and return it by post or by hand (during normal business hours only) to Neville Registrars, at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom B62 8HD, together with your share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu of them in respect of the Ordinary Shares tendered. Completed Tender Forms must be received by no later than 1.00 p.m. on 28 April 2026.
If you are a Qualifying Shareholder and hold your Ordinary Shares in uncertificated form and you wish to tender all or any of your Ordinary Shares, you should send a TTE Instruction and follow the procedures set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular in respect of tendering uncertificated Ordinary Shares so that the TTE Instruction settles by no later than 1.00 p.m. on 28 April 2026.
If you have any questions about the procedure for tendering Ordinary Shares or making a TTE Instruction, you require extra copies of the Circular or the Tender Form or you want help filling in the Tender Form, please telephone the Shareholder Helpline operated by Neville Registrars on +44 (0) 121 585 1131. Lines are open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Please note that calls to these numbers may be monitored or recorded for security and training purposes. Calls to the Shareholder Helpline are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Calls regarding the procedure for tendering Ordinary Shares or making a TTE Instruction, or requesting extra copies of the Circular or the Tender Form or seeking help filling in the Tender Form originating from the United States or any other Restricted Jurisdiction will not be accepted. Please note that for legal reasons the Shareholder Helpline will only be able to provide information contained in the Circular and the Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice.
Further details of the procedure for tendering and settlement are set out in Part IV (Terms and Conditions of the Tender Offer) of the Circular and, in the case of holders of Ordinary Shares in certificated form, in the Tender Form.
Shareholders who do not wish to sell any Ordinary Shares under the Tender Offer should take no action in relation to the Tender Form and should not make any TTE Instruction. Please see question 11 (Do I have to tender my Ordinary Shares?) in Part II (Questions and Answers relating to the Tender Offer) of the Circular for further information.
3.3 Notification of interests
Under the articles of association of the Company and applicable law, Shareholders are required to notify the Company of their interests in Ordinary Shares. Following the Company's purchase of Ordinary Shares from Singer Capital Markets pursuant to the terms of the Repurchase Agreement, and regardless of whether a Shareholder tenders any or all of their Ordinary Shares pursuant to the terms of the Tender Offer, the number of Ordinary Shares in which a Shareholder is interested when taken as a percentage of the Company's Issued Ordinary Share Capital as a whole may change, which may give rise to an obligation under the Disclosure Guidance and Transparency Rules on the part of such Shareholder to notify the Company of their interest in Ordinary Shares as soon as possible and in any case within two trading days of becoming aware or being deemed to have become aware of such change.
If you are in doubt as to whether you should notify the Company, or as to the form of that notification, please consult your professional adviser.
4. BOARD INTENTIONS TO TENDER ORDINARY SHARES AND VOTE IN FAVOUR OF THE RESOLUTION
As at the Latest Practicable Date, the Directors and their connected persons were interested, in aggregate, in 3,364,923 Ordinary Shares, representing approximately 10.18 per cent. of the current Issued Share Capital of the Company. Each of the Participating Directors has irrevocably undertaken to tender such number of Ordinary Shares as is equal to his Individual Basic Entitlement, and therefore there is no expectation that their respective percentage holdings will change materially following the Tender Offer. Each of the Participating Directors has further irrevocably undertaken not to submit any applications under the Tender Offer in excess of their Individual Basic Entitlement. Each of the following Directors has confirmed that they will not be tendering any of their Ordinary Shares and therefore their respective percentage holdings will increase following the Tender Offer:
Name Position
Simon Hicks (Chief Operating Officer)
Christopher Jones (Non-Executive Director)
Each of the Directors has irrevocably undertaken to exercise all voting rights attaching to the Ordinary Shares in which they are interested to vote in favour of the Resolution.
5. INTENTION OF HARWOOD CAPITAL TO TENDER ORDINARY SHARES AND VOTE IN FAVOUR OF THE RESOLUTION
As at the Latest Practicable Date, Harwood Capital, the Company's largest Shareholder, was interested, in aggregate, in 9,205,000 Ordinary Shares, representing approximately 27.85 per cent. of the current Issued Ordinary Share Capital of the Company.
Harwood Capital has irrevocably undertaken to tender such number of Ordinary Shares as is equal to its Individual Basic Entitlement and has reserved its right to tender any Ordinary Shares in excess of its Individual Basic Entitlement.
Harwood Capital has irrevocably undertaken to exercise all voting rights attaching to the Ordinary Shares in which it is interested to vote in favour of the Resolution.
6. ISSUED ORDINARY SHARES FOLLOWING THE TENDER OFFER
Assuming that the maximum number of Ordinary Shares under the Tender Offer are acquired by Singer Capital Markets and subsequently bought back by the Company and cancelled, the Company's Issued Ordinary Share Capital will be 30,704,511 Ordinary Shares. This is on the basis that, of the Ordinary Shares purchased by the Company pursuant to the Tender Offer (assuming the maximum number of Ordinary Shares are acquired by Singer Capital Markets under the Tender Offer and subsequently purchased by the Company), 1,602,941 Ordinary Shares will be cancelled and 750,000 Ordinary Shares will be retained in treasury in order to satisfy awards made in the future under the Share Schemes. An announcement setting out the Company's new Issued Ordinary Share Capital will be made following completion of the Tender Offer.
7. RELATED PARTY
The participation in the Tender Offer by Harwood Capital constitutes a related party transaction under AIM Rule 13. Harwood Capital is a substantial shareholder of the Company as defined in the AIM Rules for Companies. The Directors (other than Nicholas Mills) consider that, having consulted with the Company's nominated adviser, Singer Capital Markets, the terms of the participation of Harwood Capital in the Tender Offer are fair and reasonable insofar as Shareholders are concerned.
The participation in the Tender Offer by the Participating Directors constitutes a related party transaction under AIM Rule 13. The Directors (other than the Participating Directors) consider that, having consulted with the Company's nominated adviser, Singer Capital Markets, the terms of the participation of the Participating Directors in the Tender Offer are fair and reasonable insofar as Shareholders are concerned.
8. CURRENT TRADING
The Group continues to trade in line with market expectations. A recent announcement on 5 March 2026 of contract wins at Lower Thames Crossing and for Power Minerals at Drax have led to profit upgrades in market expectations within the Services business unit.
Hargreaves Land has seen success in the financial year resulting from the first two disposals of the renewable energy land assets, whilst progress on realising value out of Blindwells has continued with the sale of a 16-acre plot completion in the first half of the financial year.
HRMS is trading in line with expectations despite continued economic headwinds in the German economy.
The Board expects to deliver profit for the year ending 31 May 2026 in line with market expectations.
9. RECOMMENDATION
The Directors consider that the making of the Tender Offer and the passing of the Resolution are in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of each of the Resolution, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 3,364,923 Ordinary Shares, representing approximately 10.18 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all, or any, of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their own financial and tax position. Shareholders are required to take their own decision and are recommended to consult with their duly authorised independent financial or professional adviser.
Should the Resolution not be approved by the requisite majority of Shareholders at the General Meeting, the Tender Offer will not occur. Should the Tender Offer not occur, the Company would consider all options available in relation to the return of the £20 million excess capital to Shareholders and, following such consideration, may present alternative proposals to Shareholders.
If you are in any doubt as to the action you should take, including whether or not to participate in the Tender Offer, you are recommended to seek your own independent advice. You are advised to read all of the information contained in the Circular before deciding on the course of action you will take in respect of the General Meeting and the Tender Offer.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 1 hour ago Galliford Try
- 1 hour ago Galliford Try
- 1 hour ago Centrica
- 1 hour ago Smith & Nephew
- 2 hours ago Greencoat UK Wind