Acceptance Level Update
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
28 September 2026
RECOMMENDED INCREASED BEST AND FINAL* CASH OFFER
for
HARWORTH GROUP PLC
by
PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
Update on Acceptance Levels
Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to do so as soon as possible and in any event, no later than 1.00 p.m. (London time) on 25 October 2026.
Introduction
On 6 August 2026, Peel Pepper (UK) Limited ("BidCo"), a company indirectly wholly-owned by Peel Holdings Group Limited ("Peel Holdings"), and which is part of the wider Peel Group, announced a cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth Group plc ("Harworth") not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 172.5 pence per Harworth Share (the "Offer").
On 26 August 2026, BidCo published an offer document (the "Offer Document") setting out the full terms and conditions of the Offer. Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document. A copy of the Offer Document is available on BidCo's website at www.peel.co.uk/investor-notice/details.
On 16 September 2026, BidCo announced the terms of an increased cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 177.5 pence per Harworth Share (the "Revised Offer").
On 17 September 2026, BidCo announced that BidCo and persons with whom it is acting in concert had acquired Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth and that, accordingly, the Revised Offer became a mandatory offer pursuant to Rule 9.1(a) of the Takeover Code.
On 25 September 2026, BidCo announced the terms of an increased best and final cash offer for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 187 pence per Harworth Share (the "Best and Final Offer"). BidCo also announced that the Harworth Board considered the terms of the Best and Final Offer to be fair and reasonable, and unanimously recommended that Harworth Shareholders accept the Best and Final Offer.
Update on Acceptance Levels
BidCo and other persons acting in concert with BidCo currently hold 200,709,637 Harworth Shares representing approximately 61.38 per cent. of Harworth's entire issued share capital.
In accordance with Rule 17 of the Takeover Code, BidCo announces that, as at 3.00 p.m. (London time) on 25 September 2026, BidCo had received valid acceptances of the Offer in respect of a total of 2,214,795 Harworth Shares, representing approximately 0.68 per cent. of Harworth's existing issued share capital.
So far as BidCo is aware, BidCo had received, or is deemed to have received, valid acceptances in respect of 97,888,439 Harworth Shares from persons acting in concert with BidCo, representing approximately 29.94 per cent. of Harworth's issued share capital.
BidCo therefore owns or has received, or is deemed to have received, valid acceptances in respect of a total of 200,856,373 Harworth Shares, representing approximately 61.43 per cent. of Harworth's issued share capital, which may count towards satisfaction of the Acceptance Condition.
As at 3.00 p.m. (London time) on 25 September 2026, BidCo had received valid acceptances from approximately 1,236 individual Harworth Shareholders.
Share Purchases by BidCo
Rothschild & Co Global Markets Solutions Limited ("Rothschild & Co GMS"), acting on behalf of BidCo, is seeking to purchase shares on its behalf at or below the Best and Final Offer price of 187 pence per Harworth Share.
Harworth Shareholders who are interested in selling their shares to BidCo should contact the Rothschild & Co GMS team by telephone on +44 (0) 207 000 2000 or by email at gms_execution_sales_traders@rothschildandco.com.
Retail investors should contact their brokers, who will be able to trade with Rothschild & Co GMS directly on their behalf.
Action to be taken by Harworth Shareholders
Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to do so as soon as possible and in any event, no later than 1.00 p.m. (London time) on 25 October 2026.
Acceptances of the Offer shall be deemed to be acceptances of the Best and Final Offer in accordance with Parts IV and V of Appendix 1 to the Offer Document. Therefore, Harworth Shareholders who have already validly accepted (and not validly withdrawn) the Offer are not required to take any further action in respect of the Best and Final Offer.
- If you hold your Harworth Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Harworth Shares you should complete, sign and return the Form of Acceptance as soon as possible and, in any event, so as to be received by post or (during normal business hours only) by hand at MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom no later than 1.00 p.m. (London time) on 25 October 2026. Further details on the procedures for acceptance of the Offer if you hold any of your Harworth Shares in certificated form are set out in paragraph 12(a) of Part I and in Part IV of Appendix 1 of the Offer Document and in the accompanying Form of Acceptance.
- If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Harworth Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 25 October 2026. Further details on the procedures for acceptance if you hold any of your Harworth Shares in uncertificated form are set out in paragraph 12(b) of Part I and in Part V of Appendix 1 of the Offer Document.
If you have any questions relating to acceptances of the Best and Final Offer, please contact the Receiving Agent, MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, or by telephone on 0371 664 0321. 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 helpline is open between 9.00 a.m. until 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
Harworth Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document (and as will be set out in the Best and Final Offer Document), the Acceptance Condition shall be satisfied if valid acceptances of the Best and Final Offer have been received (and not validly withdrawn) by no later than 1.00 p.m. (London time) on 25 October 2026 (or such later time(s) and/or date(s) as BidCo may, with the consent of the Panel where required, decide) in respect of such number of Harworth Shares as shall, when aggregated with any Harworth Shares acquired or unconditionally agreed to be acquired (whether pursuant to the Best and Final Offer or otherwise) represent Harworth Shares carrying more than 50 per cent. (50%) of the voting rights then normally exercisable at a general meeting of Harworth Shareholders. Accordingly, the Acceptance Condition has not yet been satisfied.
Interests in Harworth Shares
As at close of business on 25 September 2026, the interests of BidCo, the BidCo Directors and their respective immediate families, related trusts (all of which are beneficial unless otherwise stated) and any person acting in concert with BidCo in relevant securities of Harworth were as follows:
BidCo Directors, immediate families, related trusts and connected persons
Name |
Number of Harworth Shares |
John Whittaker and close relatives |
220,350 |
Steven Underwood |
38,385 |
Robert Hough |
50,000 |
Stephen Wild |
3,554 |
Further Interests of BidCo and persons acting in concert with BidCo
Name |
Number of Harworth Shares | |
BidCo |
102,760,228 | |
Goodweather |
95,881,350 | |
The Trustees of The Tokenhouse Pension Scheme(1) |
509,000 | |
Cheeseden Investments Limited(2) |
703,000 | |
Bexton Croft 1 Limited(2) |
82,000 | |
Carr Laund 2 Limited(2) |
65,350 | |
Castlewood Holdings 1 Limited(2) |
44,700 | |
DPP Limited(2) |
285,000 | |
Mug Shot 1 Limited(2) |
5,750 | |
(1) Acting in concert with BidCo on the basis that it holds interests for the benefit of the Tokenhouse Pension Scheme which is a small self-administered scheme in which members of the Peel Group are participating employers.
(2) Acting in concert with BidCo on the basis that both it and BidCo are indirectly controlled by the Billown 1997 Settlement, a discretionary trust in respect of which: (i) John Haworth Whittaker (deceased, father of John Whittaker, the current President of the Peel Group) is the settlor, (ii) John Whittaker (the current President of the Peel Group) is the protector, (iii) Christopher Eves and Sheila Greenwood are the trustees, and (iv) certain members of the Whittaker family are potential beneficiaries.
Save as set out in this announcement, as at close of business on 25 September 2026 neither BidCo, the BidCo Directors nor their respective immediate families, related trusts and connected persons nor any person acting in concert with BidCo had:
- an interest in, or right to subscribe for, any Harworth Shares;
- any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Harworth Shares;
- procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of Harworth Shares nor has any outstanding irrevocable commitment or letter of intent with respect to Harworth Shares;
- borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any Harworth Shares; or
- entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
Enquiries:
Rothschild & Co (Sole Financial Adviser to BidCo) Alex Midgen Sam Green Arsalan Karamat |
+44 (0) 207 280 5000 |
Shareholder Trading Enquiries (Rothschild & Co) Alice Squires Andrew Quick Ahmed Jibril |
+44 (0) 207 000 2000
gms_execution_sales_traders @rothschildandco.com |
Sodali & Co (Communications Adviser to BidCo) Rory Godson Justin Griffiths Ben Foster |
+44 (0) 207 250 1446 |
Travers Smith LLP are acting as legal adviser to BidCo
General
N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting exclusively as financial adviser to BidCo and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than BidCo for providing the protections afforded to its clients nor for providing advice in relation to this announcement. Neither Rothschild & Co nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement or any matter referred to herein.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Best and Final Offer or otherwise. The Best and Final Offer will be made solely by the Best and Final Offer Document (together with, in the case of Harworth Shares in certificated form, the Form of Acceptance which will accompany the Best and Final Offer Document to be posted in due course), which will contain the full terms and conditions of the Best and Final Offer, including details of how the Best and Final Offer may be accepted. Harworth Shareholders should carefully read the Best and Final Offer Document (and, if they hold their Harworth Shares in certificated form, the accompanying Form of Acceptance) in its entirety before making a decision with respect to the Best and Final Offer.
This announcement has been prepared for the purpose of complying with the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves of, and observe, such restrictions. Further details in relation to overseas Harworth Shareholders will be contained in the Best and Final Offer Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Best and Final Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in, and the availability of the Best and Final Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal documentation relating to the Best and Final Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Best and Final Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Best and Final Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
This announcement is not an offer of securities for sale in any Restricted Jurisdiction or in any other jurisdiction in which such an offer is unlawful.
The person responsible for arranging the release of this announcement on behalf of BidCo is Christopher Eves, director of BidCo.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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) Harworth 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Harworth 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Harworth or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Harworth 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) Harworth 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 p.m. (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 of the Takeover Code.
Opening Position Disclosures must also be made by Harworth and by any offeror and Dealing Disclosures must also be made by Harworth, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
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 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the website of BidCo at www.peel.co.uk/investor-notice/details promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement in hard copy form by contacting the Company Secretarial Department on companysecretarial@peel.co.uk. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Best and Final Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.
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