Best and Final Offer Document

Goodweather Holdings Limited

02 October 2026

 

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

2 October 2026

RECOMMENDED UNCONDITIONAL BEST AND FINAL cash offer
for
HARWORTH GROUP PLC ("Harworth")
by
PEEL PEPPER (UK) Limited ("BidCo"), A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED

PUBLICATION OF BEST AND FINAL OFFER DOCUMENT

THE PEEL GROUP NOW OWNS, HAS AGREED TO ACQUIRE OR HAS RECEIVED ACCEPTANCES IN RESPECT OF 69.72 PER CENT. OF HARWORTH'S ISSUED SHARE CAPITAL

Introduction

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.

On 29 September 2026, BidCo announced that the Acceptance Condition had been satisfied, and that the Best and Final Offer had become and was declared unconditional (the "Offer Unconditional Announcement").

Publication of the Best and Final Offer Document

BidCo is pleased to announce today the publication of a Best and Final Offer Document in relation to the Best and Final Offer (the "Best and Final Offer Document").

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Best and Final Offer Document. A copy of the Best and Final Offer Document is available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BidCo's website at www.peel.co.uk/investor-notice/details and on Harworth’s website at https://harworthgroup.com/recommended-offer-from-peel/. The contents of BidCo's and Harworth's websites are not incorporated into, and do not form part of, this announcement.

Terms of the Best and Final Offer

Under the terms of the Best and Final Offer, which are subject to the further terms and conditions which are set out in further detail in the Best and Final Offer Document and, in respect of Harworth Shares held in certificated form, the second form of acceptance which will accompany the Best and Final Offer Document (the "Second Form of Acceptance"), BidCo is offering to acquire the Harworth Shares from Harworth Shareholders at a price of:

187 pence in cash for each Harworth Share

The Best and Final Offer values the entire issued and to be issued ordinary share capital of Harworth at approximately £631.7 million and represents a premium of approximately:

●	30.2 per cent. to the Closing Price of 143.6 pence per Harworth Share on 5 August 2026 (being the last Business Day before the date of the commencement of the Offer Period);
●	48.4 per cent. to the volume-weighted average price of 126.0 pence per Harworth Share for the one-month period ended 5 August 2026 (being the last Business Day before the date of the commencement of the Offer Period); and
●	47.4 per cent. to the volume-weighted average price of 126.8 pence per Harworth Share for the three-month period ended 5 August 2026 (being the last Business Day before the date of the commencement of the Offer Period).

The Best and Final Offer represents an 8.4 per cent. increase on the Original Offer announced on 6 August 2026. BidCo has also confirmed it will make no adjustment to its Best and Final Offer for the interim dividend of 0.592 pence per Harworth Share announced by Harworth on 9 September 2026.

As detailed in the Offer Unconditional Announcement, the Acceptance Condition to the Best and Final Offer was satisfied on 29 September 2026. The Best and Final Offer is therefore unconditional and an accepting Harworth Shareholder cannot subsequently withdraw their acceptance of the Best and Final Offer.

BidCo as controlling shareholder

Given the Best and Final Offer has now been declared unconditional by BidCo, BidCo (together with its concert parties) now has significant control over Harworth and is in a position to ensure the approval, or rejection, of ordinary resolutions of Harworth and determine the overall strategy of Harworth.

Further, BidCo and Harworth have agreed and anticipate that, as soon as practicable, on the request of BidCo, the Harworth Directors will resign their directorships and new directors nominated by BidCo will be appointed to the Harworth Board.

Levels of Acceptances

In accordance with Rule 17 of the Takeover Code, as at 1.00 p.m. on 1 October 2026, BidCo had received valid acceptances of the Best and Final Offer in respect of a total of 2,988,029 Harworth Shares, representing approximately 0.91 per cent. of the issued share capital of Harworth. 

So far as BidCo is aware, BidCo has received valid acceptances in respect of Harworth Shares in respect of 2,007,089 Harworth Shares from persons acting in concert with BidCo, representing approximately 0.61 per cent. of Harworth's issued share capital.

As at 1.00 p.m. on 1 October 2026, BidCo and persons acting in concert with it held, in aggregate, 217,384,792 Harworth Shares, representing approximately 66.47% per cent. of Harworth's issued share capital.

BidCo and persons acting in concert with it therefore own, or BidCo has received valid acceptances in respect of, a total of 220,372,821 Harworth Shares, representing approximately 67.39 per cent. of Harworth's issued share capital.

BidCo has also agreed to purchase 7,605,951 Harworth Shares, the purchase of which has not yet settled and which are not included in the total above. Upon settlement of these purchases, BidCo and persons acting in concert with it will own, or BidCo will have received valid acceptances in respect of, a total of 227,978,772 Harworth Shares, representing approximately 69.72 per cent. of Harworth's issued share capital.

Best and Final Offer remains open for acceptance

Harworth Shareholders who have not yet accepted the Best and Final Offer should note that the Best and Final Offer will remain open for acceptance until further notice. BidCo and Harworth will notify Harworth Shareholders of the Final Acceptance Date by giving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after posting of this document) via an announcement.

Action to be taken by Harworth Shareholders to accept the Best and Final Offer

Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to accept as soon as possible.

If you hold your Harworth Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should complete, sign and return (i) the first form of acceptance accompanying the Original Offer Document dated 26 August 2026, or (ii) the Second Form of Acceptance accompanying the Best and Final Offer Document. 

If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Best and Final 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. 

Harworth Shareholders who have already validly accepted the Original Offer will automatically be deemed to have accepted the terms of the Best and Final Offer by virtue of their prior acceptance.

Settlement

Settlement of the consideration to which any Harworth Shareholder is entitled under the Best and Final Offer will be effected: (i) in the case of acceptances received, complete in all respects, by 1:00 p.m. on 29 September 2026, by no later than 13 October 2026 (being the date that is 14 days after the date that the Best and Final Offer was declared unconditional); or (ii) in the case of acceptances of the Best and Final Offer received, complete in all respects, after 1:00 p.m. on 29 September 2026 but no later than 1:00 p.m. on the Final Acceptance Date, within 14 days of such receipt.

Delisting, Cancellation and Compulsory Acquisition

As the Best and Final Offer has become unconditional, BidCo may, subject to applicable law or regulation, seek to amend the governance structure of Harworth to be more like a private company. As a consequence, BidCo may elect not to appoint any independent directors to the Harworth Board, and may not conduct earnings calls, provide any public disclosures or comply with any voluntary regimes, in each case other than as required under applicable law (including the Listing Rules of the FCA, for so long as Harworth remains a listed company) or regulation. BidCo will also now be in a position to determine the overall strategy for Harworth and the declaration or cessation of any dividends.

If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires or agrees to acquire, Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth, BidCo intends to apply to the FCA for the cancellation of the listing of Harworth Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Harworth Shares on the Main Market. Following the delisting and cancellation, it is intended that Harworth will be re-registered as a private limited company as soon as practicable. Any such re-registration of Harworth as a private limited company and the cancellation of the listing of the Harworth Shares would significantly reduce the liquidity and marketability of any Harworth Shares not assented to the Best and Final Offer. It is anticipated that any cancellation would take effect no earlier than 20 Business Days after BidCo has acquired or agreed to acquire Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth.

If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Harworth Shares to which the Best and Final Offer relates and assuming the other requirements of sections 974 to 991 of the Act are met, BidCo intends to exercise its rights to acquire compulsorily the remaining Harworth Shares.

Remaining Harworth Shareholders (unless their Harworth Shares are acquired by BidCo pursuant to the provisions of Chapter 3 of Part 28 of the Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Harworth Shares. There can be no certainty that Harworth would pay any further dividends, or other distributions, or that such minority Harworth Shareholders would again be offered an opportunity to sell their Harworth Shares on terms which are equivalent to or no less advantageous than those under the Best and Final Offer.

Interests in Harworth Shares

As at close of business on 1 October 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	281,320
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	129,109,393
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 1 October 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:

1.                  an interest in, or right to subscribe for, any Harworth Shares;
2.                  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;
3.                  procured an irrevocable commitment or letter of intent to accept the terms of the Best and Final Offer in respect of Harworth Shares nor has any outstanding irrevocable commitment or letter of intent with respect to Harworth Shares;
4.                  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
5.                  entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

General

This announcement should be read in conjunction with the full text of BidCo's firm offer announcement published on 6 August 2026, the Original Offer Document, the Increased Offer Announcement, the Mandatory Offer Announcement, the Best and Final Offer Announcement, the Offer Unconditional Announcement and the Best and Final Offer Document, copies of which are (or will be) available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BidCo's website at www.peel.co.uk/investor-notice/details, and on Harworth’s website at https://harworthgroup.com/recommended-offer-from-peel/.The contents of BidCo's and Harworth's websites are not incorporated into, and do not form part of, this announcement.

Enquiries:

Rothschild & Co (Sole Financial Adviser to BidCo) Alex Midgen Sam Green Arsalan Karamat	[phone]
Shareholder Trading Enquiries (Rothschild & Co) Alice Squires  Andrew Quick Ahmed Jibril	[phone] gms_execution_sales_traders @rothschildandco.com
Sodali & Co (Communications Adviser to BidCo) Rory Godson Justin Griffiths Ben Foster	[phone]
Harworth Group plc Lynda Shillaw (Chief Executive) Kitty Patmore (Chief Financial Officer) Tom Loughran (Head of Investor Relations & Communications)	[phone] [e-mail]
Barclays (Joint Financial Adviser and Corporate Broker to Harworth) Bronson Albery Callum West Nicola Tennent Mark Gunalan	[phone]
Peel Hunt (Joint Financial Adviser and Corporate Broker to Harworth) Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls	[phone]
FTI Consulting Dido Laurimore Ed Knight Richard Gotla	[phone] [e-mail]

Travers Smith LLP is acting as legal adviser to BidCo.

Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.

Further information:

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.

Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Harworth and no one else in connection with the Best and Final Offer and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Best and Final Offer or any other matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Harworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches 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 Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

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 Second Form of Acceptance), 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 Second 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.

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 and on Harworth’s website at https://harworthgroup.com/recommended-offer-from-peel/ promptly and by no later than 12 noon (London time) on the business day following this announcement. The contents of the websites 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 [e-mail]. 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.

Inspection

A copy of the Best and Final Offer Document will be submitted to the National Storage Mechanism and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

END