Cash Offer for Harworth Group plc
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
This announcement contains inside information
FOR IMMEDIATE RELEASE
6 August 2026
CASH OFFER
FOR
HARWORTH GROUP PLC
BY
PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
Cash Offer by Peel Pepper (UK) Limited of 172.5 pence for Harworth Group plc at 36.0 per cent. premium to the three month volume-weighted average share price
1. Introduction
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, is today announcing 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 (the "Offer").
Goodweather Holdings Limited ("Goodweather"), which is also a wholly-owned subsidiary of Peel Holdings, and persons acting in concert with it hold 97,949,409 Harworth Shares (representing approximately 29.96 per cent. of the existing issued share capital of Harworth).
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and the further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Harworth Shares held in certificated form, Harworth Shareholders who validly complete and return the Form of Acceptance shall be entitled to receive:
172.5 pence in cash for each Harworth Share
The Offer values the entire issued and to be issued share capital of Harworth at approximately £582.88 million, and represents a premium of approximately:
· 20.1 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);
· 36.9 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
· 36.0 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 Offer will extend to all issued Harworth Shares not otherwise held by BidCo or other wholly-owned subsidiaries of Peel Holdings and to any further Harworth Shares which are unconditionally allotted or issued and fully paid before the Offer closes.
The Offer is subject to valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as BidCo may, in accordance with the Takeover Code or with the consent of the Panel, decide) in respect of such number of Harworth Shares which, when aggregated with the Harworth Shares acquired or agreed to be acquired by BidCo before such time, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Harworth.
The Harworth Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.
If, on or after the date of this announcement and before the Offer becomes or is declared unconditional, any dividend, distribution or return of capital is announced, declared, made, paid or becomes payable by Harworth in respect of the Harworth Shares, BidCo reserves the right to reduce the Offer Price by the amount of all or part of any such dividend, distribution or return of capital. If BidCo exercises this right, Harworth Shareholders will be entitled to receive and retain that dividend, distribution or return of capital.
The Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Harworth Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement. BidCo may seek the consent of the directors of Harworth to despatch the Offer Document and Form of Acceptance to Harworth Shareholders within 14 days of this announcement.
3. Background to and reasons for the Offer
Harworth owns and manages a portfolio of assets predominantly comprising modern industrial and logistics investment properties and strategic land holdings, located principally in the North of England and the Midlands.
The Peel Group is a long-term investor in Harworth, having held various ownership interests in Harworth over a number of years. Having regard to the Peel Group's existing platform and capabilities, the Peel Holdings Directors believe that Harworth's assets would be best owned, managed and developed under the full control of Peel Holdings.
BidCo believes that the Offer represents a compelling opportunity for Harworth's Shareholders to realise full liquidity for their shareholding at fair value. BidCo further believes that Harworth Shareholders should have regard to the below factors when assessing the Offer:
Financial performance and strategy
· BidCo believes Harworth's cash flow profile is increasingly becoming less sustainable driven partly by Harworth's increasing administrative cost base and increasing net interest expense, which are significantly higher than its recurring rental income. For the financial year ended 31 December 2025, Harworth's administrative expenses and net interest expenses were £36.34 million and £10.6 million respectively, an increase of 9.5 per cent. and 58.2 per cent. respectively on the prior financial year, whilst the investment portfolio's passing rental income was £14.70 million, a decrease of 7.0 per cent. on the prior financial year;
· Harworth has delivered annualised total accounting returns of just 4.2 per cent. per annum over the last four accounting years, comprising dividends of 0.8 per cent. per annum and growth in EPRA NDV per share of 3.4 per cent. per annum;
· Harworth's EPRA NDV for 1H 2026 is expected to be below 31 December 2025 levels, meaning Harworth's annualised cumulative total accounting returns since 31 December 2021 were below 4 per cent. per annum;
· Harworth's NDV target growth rate is, in BidCo's view, highly unlikely to be achieved, as it would require NDV growth of approximately 8 per cent. per annum, which is significantly higher than Harworth's historic returns over the last four years and Harworth's annual overhead cost and interest expense will continue to materially impact its NDV returns going forward; and
· BidCo considers Harworth's direct development and hold strategy to be capital-intensive, slow to deliver value and increasingly unable to generate appropriate risk-adjusted returns. As a result, BidCo believes the business should pivot toward strategic land activities and selective development, a model that has a lower cost base and is more effectively executed within a private-company structure.
Benefits of BidCo's Offer and of private company structure
· BidCo's Offer provides Harworth Shareholders with certainty of value in cash at a significant premium of 36.9 per cent. to the volume-weighted average price over the last one-month period and 36.0 per cent. to the volume-weighted average price over the last three-month period;
· the Offer addresses the structural valuation discount that BidCo believes Harworth has faced for many years;
· Harworth has a highly concentrated shareholder register which BidCo believes impacts its share liquidity and limits growth. The largest three shareholders own approximately 75.7 per cent. of Harworth's share capital; and
· BidCo believes Harworth's stock market listing provides limited benefit to the company. Harworth has not raised new equity in the last nine years, and BidCo believes Harworth would not be able to raise new equity accretively today given its consistent discount.
4. Information about BidCo
The Peel Group has over 50 years' experience investing in, and managing, land and property regeneration schemes across the UK and holds significant existing strategic land interests, together with a diversified platform spanning real estate and infrastructure.
BidCo is a private limited company incorporated in England and Wales with company number 17297059. BidCo is indirectly wholly-owned by Peel Holdings and forms part of the wider Peel Group.
BidCo has been established as an acquisition vehicle in connection with the Offer. Since incorporation, BidCo has not carried on any business other than activities in connection with its incorporation and the preparation of the Offer.
Further details in relation to BidCo will be contained in the Offer Document.
5. Information about Peel Holdings
Peel Holdings is a private limited company incorporated in The Isle of Man and is the indirect parent of BidCo. Peel Holdings is the parent company of the wider Peel Group.
The Peel Group is one of the UK's leading investors across real estate and infrastructure related sectors with an ethos of recycling capital into long term sustainable investments. The Peel Group was established over 50 years ago and has a strong track record of delivering large scale regeneration projects including MediaCity and TraffordCity.
The Peel Group's principal activities include investment in, ownership, development and management of real estate, including urban regeneration, housebuilding, strategic land, retail and logistics, together with critical infrastructure businesses and investments including ports, energy and utilities.
Accordingly, through its indirect parent, Peel Holdings, BidCo forms part of a wider group with substantial experience in land and property investment, development, regeneration and asset management in the UK.
Further details in relation to Peel Holdings will be contained in the Offer Document.
6. Information about Harworth
Harworth is a public limited company incorporated in England and Wales and listed on the London Stock Exchange.
Harworth is a regeneration, strategic land and development business focused on the Industrial and Logistics and Residential sectors. Its portfolio is strategically located across Yorkshire, the Midlands and the North West.
As at 31 December 2025, Harworth's land and property portfolio was weighted 70 per cent. to Industrial & Logistics, 27 per cent. to Residential and 3 per cent. to Natural Resources and other. Harworth owns over 15,000 acres of land with the potential to develop over 35 million sq ft of employment space and enable over 29,000 homes across the North of England and the Midlands. For the year ended 31 December 2025, Harworth reported revenue of £129.7 million, and profit after tax of £9.5 million.
Further information relating to Harworth will be set out in the Offer Document.
7. Intentions of BidCo with regard to Harworth's business, management, employees, pensions, fixed assets, headquarters and locations
Lack of access to undertake detailed planning
While the Peel Group has developed familiarity with Harworth's business, assets and operations through a long-standing ownership interest in Harworth, BidCo has not been able to undertake a detailed site-level assessment or detailed due diligence on Harworth's operations, employees, pensions, contractual arrangements or fixed places of business. BidCo's intentions set out in this paragraph 7 are therefore based on publicly available information and the Peel Group's existing knowledge of Harworth. Following the Offer becoming or being declared unconditional, BidCo intends to carry out a more detailed review of the Harworth Group's business, operations, assets, employees, pensions, management, headquarters and fixed places of business in order to finalise its strategic plans. That review is expected to include the following matters:
· any restructuring of Harworth's head office and headquarters functions, and the consequent simplification of the management and governance structure and potential cost savings, in the event of a delisting of Harworth Shares;
· the composition, timing and implementation of an asset disposal strategy arising from a strategic shift to strategic land activities over investment property development and ownership;
· a reduction in overlapping or duplicative roles across the Harworth Group, which will be influenced in part by the extent and timing of any integration with the Peel Group's existing platforms.
BidCo expects to complete the initial phase of this review within approximately 6 months following the Offer becoming or being declared unconditional, although the implementation of any proposals arising from the review may take longer. Save as otherwise stated in this paragraph 7 and paragraph 11 of this announcement, BidCo has not yet determined the precise scope, timing or implementation of any changes to the Harworth Group.
Employees, management and head office
BidCo attaches great importance to the skills, knowledge and expertise of Harworth's existing management and employees.
Following the Offer becoming or being declared unconditional, BidCo expects to review overlapping functions across the Harworth Group, including senior management, corporate, operational, finance, human resources, compliance and other support functions. Based on BidCo's preliminary assessment, the Offer is expected to result in a significant headcount reduction and synergies from overlapping functions and the elimination of costs associated with Harworth's status as a listed company. BidCo has not yet determined the number of roles likely to be affected, the timing of any reductions or the specific functions or locations in which any reductions may occur and will provide further information to affected employees in accordance with applicable legal and regulatory requirements.
It is also anticipated that, following any cancellation of the listing of Harworth Shares on the Official List and of admission to trading of Harworth Shares on the Main Market (as described in paragraph 11 of this announcement), certain functions related to Harworth's status as a listed company (including investor relations and public reporting functions) will no longer be required.
It is intended that, following the Offer becoming or being declared unconditional, BidCo will make such changes to the composition of the Harworth Board as it considers appropriate. This is expected to include the resignation of each of the current directors of Harworth from the Harworth Board.
BidCo does not currently intend to make any material change to the conditions of employment of Harworth's employees, other than as may arise in connection with the review of overlapping functions, any delisting, integration or asset disposal strategy described in this paragraph 7 and subject to applicable law and consultation requirements.
BidCo has not yet determined whether there will be any material change in the balance of skills and functions of the employees and management of the Harworth Group, other than as may result from the overlapping functions, any delisting, integration or asset disposal strategy described in this paragraph 7.
Fixed assets
BidCo intends to evaluate Harworth's portfolio, its growth trajectory, development plans and ongoing disposal strategy. After carrying out a review of Harworth's fixed asset base, including its strategic land bank and investment portfolio, BidCo intends to accelerate the disposal of selected assets, the composition of which will be determined as part of BidCo's evaluation of the Harworth Group and a strategic redirection of capital towards strategic land activities over capital intensive direct development and investment property exposure.
Potential integration with the Peel Group's existing platform
BidCo will also assess the benefits and considerations of integrating the Harworth Group with Peel's real estate platforms. BidCo has not yet determined whether any such integration will be pursued, the form any such integration would take, or the effect it would have on Harworth's employees, management, headquarters or fixed places of business.
Headquarters and fixed places of business
BidCo has not yet determined whether any changes will be made to the location of Harworth's headquarters or headquarters functions, or to the locations of Harworth's other fixed places of business. Any such changes will be considered as part of the review described above, including in connection with any delisting, head office restructuring, integration with Peel Land or asset disposal strategy. BidCo does not currently intend to make any material change to the locations of Harworth's operational assets or development sites, other than in connection with any disposals described in this paragraph 7.
Existing employment rights and pensions
The existing contractual and statutory employment rights of Harworth's management and employees, including accrued pension rights, will be fully safeguarded in accordance with applicable law.
Based on publicly available information, Harworth makes defined contribution payments to pension insurance plans for its current employees and, as at 31 December 2025, had no further payment obligations once such contributions had been paid.
Based on publicly available information, Harworth has obligations in respect of accrued benefits for existing members of Harworth's defined benefit pension arrangements relating to the Blenkinsopp Section of the Industry-Wide Mineworkers' Pension Scheme. BidCo intends that Harworth's obligations in respect of those defined benefit pension arrangements will continue to be complied with in accordance with applicable law. BidCo does not intend to re-open Harworth's UK defined benefit pension arrangements to the admission of new members or to future accrual.
Management incentive arrangements
Following the Offer becoming or being declared unconditional, BidCo intends to review the management, governance and incentive structure of Harworth. BidCo has not entered into, and has not had discussions on the terms of, any form of incentivisation arrangement with members of Harworth's management. Following the Offer becoming or being declared unconditional, BidCo may enter into discussions with, and put in place appropriate incentivisation arrangements for, certain members of the Harworth management team.
Trading Facilities
Harworth Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange's Main Market. As set out in paragraph 11 of this announcement, if BidCo receives acceptances under the 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 procure that Harworth applies 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.
Research and development
Based on publicly available information, Harworth does not have a material research and development function. BidCo therefore does not intend to make any changes to any research and development functions of the Harworth Group.
No statement in this paragraph 7 constitutes a "post-offer undertaking" for the purposes of Rule 19.5 of the Takeover Code. The statements of intention in this paragraph 7 are statements of current intention only and accordingly may be subject to change.
8. Financing of the Offer
It is estimated that full acceptance of the Offer would require the payment by BidCo of a maximum amount of approximately £417.5 million which will be funded from BidCo's own cash resources. In accordance with Rule 2.7(d) of the Takeover Code, Rothschild & Co, as financial adviser to BidCo, confirms that it is satisfied that sufficient cash resources are available to BidCo to satisfy in full the cash consideration payable to Harworth Shareholders in the event of full acceptance of the Offer.
9. Offer-related arrangements
As at the close of business on 5 August 2026, there are no offer-related arrangements in place.
10. Disclosure of Interests in Harworth Shares
As at the close of business on 5 August 2026 (being the last Business Day prior to the publication of this announcement), the interests of BidCo, its directors, and any persons acting in concert with it (within the meaning of the Takeover Code) are as follows:
Holdings in Harworth Shares
|
Name |
Number of Harworth Shares |
Percentage of Harworth's issued share capital |
|
Goodweather |
95,881,350 |
29.326 |
|
The Trustees of The Tokenhouse Pension Scheme |
509,000 |
0.156 |
|
Cheeseden Investments Limited |
703,000 |
0.215 |
|
Bexton Croft 1 Limited |
82,000 |
0.025 |
|
Carr Laund 2 Limited |
65,350 |
0.020 |
|
Castlewood Holdings 1 Limited |
44,700 |
0.014 |
|
DPP Limited |
285,000 |
0.087 |
|
Mug Shot 1 Limited |
5,750 |
0.002 |
|
Whittaker Family Interests |
281,320 |
0.086 |
|
Steven Underwood |
38,385 |
0.012 |
|
Robert Hough |
50,000 |
0.015 |
|
Stephen Wild |
3,554 |
0.001 |
|
Total |
97,949,409 |
29.959 |
As at the close of business on 5 August 2026 (being the last Business Day prior to the publication of this announcement) and other than as set out in this announcement, neither BidCo, its directors nor, so far as BidCo is aware, any persons acting in concert with it (within the meaning of the Takeover Code) has:
(a) an interest in, or right to subscribe for, any Harworth Shares;
(b) 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;
(c) 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;
(d) 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
(e) entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
Furthermore, no arrangement exists with BidCo in relation to Harworth Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Harworth Shares which may be an inducement to deal or refrain from dealing in such securities.
11. Delisting, Cancellation and Compulsory Acquisition
If BidCo receives acceptances under the 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 procure that Harworth applies 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. Any such cancellation would significantly reduce the liquidity and marketability of any Harworth Shares not assented to the 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 Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Harworth Shares to which the Offer relates and assuming the other requirements of sections 974 to 991 of the 2006 Act are met, BidCo intends to exercise its rights to acquire compulsorily the remaining Harworth Shares.
12. Overseas Harworth Shareholders
The availability of the Offer to Harworth Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas Harworth Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
13. Documents on display
Copies of this announcement will be published on the Peel Group's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.peel.co.uk and in any event by no later than 12 noon on the Business Day following the date of this announcement.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
14. General
Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement.
The Offer will be on the terms and subject to the Conditions set out herein and in Appendix 1, and to be set out in the Offer Document.
The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act.
The Offer and acceptances thereof will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable rules of the Takeover Code, the Listing Rules and the London Stock Exchange.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and, in respect of certificated Harworth Shares, the Form of Acceptance.
Please be aware that addresses, electronic addresses and certain other information provided by Harworth Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Harworth may be provided to BidCo during the course of the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Enquiries:
Rothschild & Co (Sole Financial Adviser to BidCo) +44 (0) 207 280 5000
Alex Midgen
Sam Green
Arsalan Karamat
Sodali & Co (Communications Adviser to BidCo) +44 (0) 207 250 1466
Rory Godson
Justin Griffiths
Ben Foster
Inside Information
This announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No. 596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
The person responsible for arranging the release of this announcement on behalf of BidCo is Christopher Eves, director of BidCo.
Disclaimers
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.
Further information
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 Offer or otherwise. The Offer will be made solely by the Offer Document (together with, in the case of Harworth Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Harworth Shareholders should carefully read the Offer Document (and, if they hold their Harworth Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.
The Offer will be subject to the Conditions and to the terms set out in this announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of Harworth Shares held in certificated form, the Form of Acceptance.
The Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Harworth Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement. BidCo may seek the consent of the directors of Harworth to despatch the Offer Document and Form of Acceptance to Harworth Shareholders within 14 days of this announcement.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas jurisdictions
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 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 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 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 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 it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the 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 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.
Additional information for US holders of Harworth Shares
The Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to the applicable US tender offer rules and securities laws, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Securities and Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is being made in the United States by BidCo and no one else.
The receipt of cash by a US holder as consideration for the transfer of its Harworth Shares pursuant to the Offer will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Harworth Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since BidCo and Harworth are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, BidCo, its affiliates, their advisers, and the nominees or brokers (acting as agents) may purchase shares in Harworth (outside of the United States) otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Takeover Code and the rules of the London Stock Exchange.
The financial statements, and all financial information included in this announcement or that may be included in the Offer Document, have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial statements and information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer or passed any opinion upon the accuracy, adequacy or completeness of this announcement (nor will it do so in respect of the Offer Document). Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement, including the information included in this announcement, contains certain forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on BidCo and the Harworth Group, strategic options, the expected timing and scope of the Offer, and all other statements in this announcement other than historical facts. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, BidCo cannot give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. BidCo assumes no obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.
No profit forecasts
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Peel Holdings and/or Harworth for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Peel Holdings and/or Harworth.
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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.
Purchases outside the Offer
BidCo or its nominees or brokers (acting as agents) may purchase Harworth Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Takeover Code and the rules of the London Stock Exchange.
Publication on website
A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on the Peel Group's website at www.peel.co.uk no later than 12 noon (London time) on the Business Day following the date of the relevant announcement or document, pursuant to Rule 26.1 of the Takeover Code. The contents of the website referred to in this announcement are not incorporated into, and do 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 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.
Information relating to Harworth Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Harworth Shareholders, persons with information rights and other relevant persons for the receipt of communications from Harworth may be provided to BidCo during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Appendix 1
THE CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer is subject to the following Conditions:
Part A Acceptance Condition
1. The Offer is subject to valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as BidCo may, in accordance with the Takeover Code or with the consent of the Panel, decide) in respect of such number of Harworth Shares which, when aggregated with the Harworth Shares acquired or unconditionally agreed to be acquired (whether by BidCo or any of the other wholly owned subsidiaries of Peel Holdings, and whether pursuant to the Offer or otherwise) before such time, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Harworth including for this purpose any such voting rights attaching to Harworth Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
For the purposes of this Condition:
(a) all percentages of voting rights, share capital and relevant securities are to be calculated by reference to the percentage held and in issue outside treasury;
(b) any Harworth Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights that they will carry upon issue; and
(c) valid acceptances shall be treated as having been received:
(i) in respect of all Harworth Shares already held by Bidco or any other wholly-owned subsidiaries of Peel Holdings as at the date of the Offer (if any);
(ii) in respect of all Harworth Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco by virtue of acceptances of the Offer or otherwise; and
(iii) in accordance with the Takeover Code (including but not limited to Rule 10, the notes to Rule 10 and Appendix 4).
Part B Other Conditions
Subject to the provisions of Part C of this Appendix 1 and the requirements of the Panel in accordance with the Takeover Code, the Offer is also conditional upon the satisfaction or, where relevant, waiver of the following conditions, and, accordingly, the Offer will not become or be declared unconditional unless the following Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:
Notifications, waiting periods and Authorisations
2. all notifications, filings or applications which are necessary or reasonably considered appropriate or desirable by BidCo having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and its implementation and all Authorisations reasonably necessary or appropriate for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the Offer of any shares or other securities in, or control or management of, Harworth or any other member of the Harworth Group by any member of the Peel Group having been obtained in terms and in a form reasonably satisfactory to BidCo from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Harworth Group or the Peel Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Harworth Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect and filings necessary for such purpose have been made and at the time at which the Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
3. no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice or having taken any other steps (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might:
(a) require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Peel Group or by any member of the Harworth Group of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);
(b) require any member of the Peel Group or the Harworth Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Harworth Group or any asset owned by any Third Party (other than in the implementation of the Offer);
(c) impose any limitation on, or result in a delay in, the ability of any member of the Peel Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares, loans or securities convertible into shares or any other securities in any member of the Harworth Group or on the ability of any member of the Harworth Group or any member of the Peel Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares, loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Harworth Group;
(d) otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Harworth Group or any member of the Peel Group;
(e) result in any member of the Harworth Group or any member of the Peel Group ceasing to be able to carry on business under any name under which it presently carries on business;
(f) make the Offer, its implementation or the acquisition of any shares or other securities in, or control or management of, Harworth or any member of the Harworth Group by any member of the Peel Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment of the Offer or the acquisition of any shares or other securities in, or control or management of, Harworth or any member of the Harworth Group by any member of the Peel Group;
(g) require, prevent or delay a divestiture by any member of the Peel Group of any shares or other securities (or the equivalent) in any member of the Harworth Group or any member of the Peel Group; or
(h) impose any limitation on the ability of any member of the Peel Group or any member of the Harworth Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Peel Group and/or the Harworth Group,
and all applicable waiting and other time periods (including any extensions of them) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition of any Harworth Shares or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
4. except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Harworth Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject to or any event or circumstance which, as a consequence of the Offer or the acquisition by any member of the Peel Group of any shares or other securities (or the equivalent) in Harworth or because of a change in the control or management of any member of the Harworth Group or otherwise, would or might result in:
(a) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any member of the Harworth Group being or becoming repayable, or capable of being declared repayable, immediately or before its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(b) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Harworth Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) being enforced or becoming enforceable;
(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or becoming capable of being terminated or modified or the rights, liabilities, obligations or interests of any member of the Harworth Group being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(d) any liability of any member of the Harworth Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;
(e) the rights, liabilities, obligations, interests or business of any member of the Harworth Group or any member of the Peel Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Harworth Group or any member of the Peel Group in or with any other person or body or firm or company (or any arrangement or agreement relating to any such interests or business) being or becoming capable of being terminated, or modified or affected or any onerous obligation or liability arising or any action being taken thereunder;
(f) any member of the Harworth Group ceasing to be able to carry on business under any name under which it presently carries on business;
(g) the business, assets, profits, value of, or the financial or trading position or prospects of, any member of the Harworth Group being prejudiced or adversely affected; or
(h) the creation or acceleration of any liability (actual or contingent) by any member of the Harworth Group,
and, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Harworth Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 4(a) to (h);
Certain events occurring since 31 December 2025
5. except as Disclosed, no member of the Harworth Group having since 31 December 2025:
(a) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Harworth Shares out of treasury (except, where relevant, as between Harworth and wholly-owned subsidiaries of Harworth or between the wholly-owned subsidiaries of Harworth and except for the issue or transfer out of treasury of Harworth Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Harworth Share Plans);
(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Harworth to Harworth or any of its wholly-owned subsidiaries;
(c) other than pursuant to the Offer (and except for transactions between Harworth and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Harworth) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or offer or disposal of assets or shares or loan capital (or the equivalent thereof);
(d) (except for transactions between Harworth and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Harworth), disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;
(e) (except for transactions between Harworth and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Harworth), issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness;
(f) entered into any licence or other disposal of intellectual property rights of any member of the Harworth Group;
(g) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is or could be restrictive on the business of any member of the Harworth Group;
(h) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Harworth Group;
(i) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Harworth Group;
(j) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;
(k) (except for claims between Harworth and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Harworth), waived, compromised or settled any claim otherwise than of an immaterial amount in the ordinary course of business;
(l) terminated or varied the terms of any agreement or arrangement between any member of the Harworth Group and any other person;
(m) made any alteration to its articles of association or other constitutional documents;
(n) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to:
(i) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Harworth Group for its directors, employees or their dependants;
(ii) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;
(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;
(o) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(p) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(q) (except for transactions between Harworth and its wholly-owned subsidiaries or between the wholly-owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;
(r) entered into, implemented or authorised the entry into any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other similar transaction or arrangement;
(s) taken (or agreed or proposed to take) any action which requires or would require, the consent of the Panel or the approval of Harworth Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(t) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 5;
No adverse change, litigation, regulatory enquiry or similar
6. except as Disclosed, since 31 December 2025 there having been:
(a) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position or profits or prospects or operational performance of any member of the Harworth Group which is material in the context of the Harworth Group taken as a whole or is material in the context of the Offer;
(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Harworth Group or to which any member of the Harworth Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Harworth Group, in each case which is or might reasonably be expected to be material in the context of the Harworth Group taken as a whole or is material in the context of the Offer;
(c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Harworth Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Harworth Group, in each case which might reasonably be expected to have a material adverse effect on the Harworth Group taken as a whole or is material in the context of the Offer;
(d) no contingent or other liability having arisen or become apparent to BidCo or increased which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Harworth Group to an extent which is material in the context of the Harworth Group taken as a whole or is material in the context of the Offer;
(e) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Harworth Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Harworth Group taken as a whole or is material in the context of the Offer; and
(f) no member of the Harworth Group having conducted its business in breach of any applicable laws or regulations;
No discovery of certain matters regarding information, liabilities and environmental issues
7. except as Disclosed, BidCo not having discovered that:
(a) any financial, business or other information concerning the Harworth Group publicly announced before the date of this announcement or disclosed at any time to any member of the Peel Group by or on behalf of any member of the Harworth Group before the date of this announcement is misleading,contains a material misrepresentation of any fact,or omits to state a fact necessary to make that information not misleading;
(b) any member of the Harworth Group or any partnership,company or other entity in which any member of the Harworth Group has a significant economic interest and which is not a subsidiary undertaking of Harworth is subject to any liability,contingent or otherwise which is material in the context of the Harworth Group taken as a whole or material in the context of the Offer;
(c) any past or present member of the Harworth Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Harworth Group, in each case to an extent which is material in the context of the Harworth Group taken as a whole or material in the context of the Offer;
(d) there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Harworth Group, in each case to an extent which is material in the context of the Harworth Group taken as a whole or material in the context of the Offer;
(e) there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Harworth Group (or on its behalf), or in which any such member may have or may previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or
(f) circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Harworth Group would be likely to be required to institute), an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Harworth Group (or on its behalf) or by any person for which a member of the Harworth Group is or has been responsible, or in which any such member may have or may previously have had or be deemed to have had an interest, which is material in the context of the Harworth Group taken as a whole or material in the context of the Offer;
Intellectual property
8. no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Harworth Group, including:
(a) any member of the Harworth Group losing its title to any intellectual property used in its business, or any intellectual property owned by the Harworth Group being revoked, cancelled or declared invalid;
(b) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Harworth Group to, or the validity or effectiveness of, any of its intellectual property; or
(c) any agreement regarding the use of any intellectual property licensed to or by any member of the Harworth Group being terminated or varied; and
Anti-corruption, sanctions and criminal property
9. except as Disclosed, BidCo not having discovered:
(a) (i) any past or present member, director, officer or employee of the Harworth Group is or has at any time engaged in any activity, practice or conduct that would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption legislation applicable to the Harworth Group; or (ii) any person that performs or has performed services for or on behalf of the Harworth Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation;
(b) any asset of any member of the Harworth Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Harworth Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
(c) any past or present member, director, officer or employee of the Harworth Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states; or
(d) a member of the Harworth Group has engaged in any transaction or conduct which would cause any member of the Peel Group to be in breach of any applicable law or regulation upon its acquisition of Harworth, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states.
Part C Certain further terms of the Offer
1. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
2. Subject to the requirements of the Panel, BidCo reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part B of this Appendix 1.
3. The Offer shall lapse unless the Conditions have been fulfilled, or where permitted, waived, or where appropriate,determined by BidCo to be or remain satisfied by the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel). The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover Code. The Acceptance Condition cannot be waived.
4. BidCo shall be under no obligation to waive or treat as satisfied any of the Conditions that it is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke,by a date earlier than the latest date specified above for the fulfilment or waiver thereof,notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
5. If BidCo is required to make a mandatory offer for Harworth Shares under Rule 9 of the Takeover Code, BidCo may make such alterations to the conditions of the Offer as are necessary to comply with the Takeover Code.
6. Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long-Stop Date: (a) sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or (b) where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, one or more Conditions relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.
7. BidCo reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.
8. If the Offer lapses for any reason, the Offer will cease to be capable of further acceptances, and BidCo and accepting Harworth Shareholders will cease to be bound by acceptances of the Offer delivered on or before the time when the Offer lapses.
9. Under Rule 13.5(a) of the Takeover Code, BidCo may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to BidCo in the context of the Offer. BidCo may only invoke a Condition that is subject to Rule 13.5(a) with the consent of the Panel and any Condition that is subject to Rule 13.5(a) may be waived by BidCo. The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover Code.
10. The Offer will extend to all Harworth Shares unconditionally allotted and/or issued on the date on which the Offer is made, and any further Harworth Shares unconditionally allotted and/or issued, and any treasury shares unconditionally sold or transferred by Harworth, in each case, while the Offer remains open for acceptance (or such earlier date or dates as BidCo may decide).
11. Harworth Shares will be acquired by BidCo pursuant to the Offer fully paid with full title guarantee and free from all liens,charges,encumbrances,equitable interests,pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto,including the right to receive and retain in full all dividends and other distributions (if any) declared,paid or made after the date of this announcement.
12. BidCo reserves the right to reduce the Offer Price by the amount of any dividend (or other distribution) or any return of capital which is announced, declared, paid or becomes payable by Harworth to Harworth Shareholders following the date of this announcement and prior to the Unconditional Date.
13. The Offer will be made on the terms and will be subject to the further terms set out in full in the Offer Document and,in the case of certificated Harworth Shares,the Form of Acceptance and such further terms as may be required to comply with the Takeover Code and applicable law.
14. In deciding whether or not to accept the Offer in respect of their Harworth Shares, Harworth Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Harworth Shares in certificated form) the Form of Acceptance which will be posted to Harworth Shareholders (other than to any Harworth Shareholders with addresses in any Restricted Jurisdiction) as soon as reasonably practicable and in any event within 28 days of the date of this announcement. BidCo may seek the consent of the directors of Harworth to despatch the Offer Document and Form of Acceptance to Harworth Shareholders within 14 days of this announcement.
15. The Offer will comply with the applicable rules and regulations of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies. The Offer and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts.
16. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
17. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
Appendix 2
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context otherwise requires, bases for calculation and sources of information are used as described below:
1. As at 5 August 2026 (being the last Business Day prior to the publication of this announcement), there were 326,956,352 Harworth Shares in issue.
2. Any references to the existing issued share capital of Harworth are based on the 326,956,352 Harworth Shares in issue referred to in paragraph 1 above.
3. The value of the Offer, of £582.88 million (rounded to two decimal places) is calculated on the basis of the issued and to be issued share capital of Harworth of 337,900,485.
4. Unless otherwise stated, the Closing Prices have been derived from the London Stock Exchange.
5. Unless otherwise stated, all volume weighted average prices have been derived from Bloomberg.
6. Unless otherwise stated, all financial information relating to Harworth is extracted from Harworth's audited financial statements for the 12 months ended 31 December 2025, and any other public notifications since 14 April 2026 made by Harworth.
7. The ownership of the largest three shareholders as at 5 August 2026 (being the last Business Day prior to the publication of this announcement) is based on Goodweather's shareholding, including its concert parties, The London & Amsterdam Trust Company Limited shareholding, based on its latest TR-1 disclosure dated 14 July 2026, and the Pension Protection Fund's shareholding, as reported in Harworth's audited financial statements for the 12 months ended 31 December 2025.
8. Harworth's annualised total accounting return (TAR) per annum over the last four years, calculated as the cumulative dividends per share for the FY22 to FY25 accounting years plus the change in EPRA NDV per share between FY21 and FY25, expressed as a percentage of FY21 NDV per share of 198 pence (annualised).
9. The statement that Harworth's EPRA NDV for the first half of 2026 is expected to be below 31 December 2025 levels is based on Harworth's half year trading update published on 5 August 2025, in which Harworth stated that "EPRA NDV as at 30 June 2026 expected to be modestly below 31 December 2025 levels".
10. The statement referring to the fact that Harworth's NDV target would require NDV growth of "approximately 8 per cent. per annum" refers to a growth rate calculated as the four-year compound annual growth rate of approximately 8.3 per cent. between Harworth's EPRA NDV of £727.32 million as at 31 December 2025 (as stated in Harworth's audited financial statements for the 12 months ended 31 December 2025*) and Harworth's stated target of achieving £1 billion EPRA NDV between the end of 2028 and 2029, assuming for these purposes that the target is achieved at year end 31 December 2029.
* EPRA NDV is not calculated from a valuation of Harworth's assets under Rule 29 of the Takeover Code. It is sourced from Harworth's audited financial statements for the 12 months ended 31 December 2025. At the relevant point, a valuation of Harworth's assets will be published by Harworth in accordance with Rule 29 of the Takeover Code.
Appendix 3
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
|
"2006 Act" |
the Companies Act 2006, as amended from time to time; |
|
"Acceleration Statement" |
a statement in which BidCo, in accordance with Rule 31.5 of the Takeover Code, brings forward the latest date by which the Acceptance Condition to the Offer must be satisfied; |
|
"Acceptance Condition" |
the Condition to the Offer as set out in Part A of Appendix 1 to this announcement; |
|
"Authorisations" |
authorisations, orders, determinations, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions, exemptions or approvals, in each case of a Third Party; |
|
"BidCo" |
Peel Pepper (UK) Limited, a company incorporated in England and Wales with company number 17297059; |
|
"Business Day" |
a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London; |
|
"Closing Price" |
the closing middle market price of a Harworth Share as derived from the London Stock Exchange; |
|
"Conditions" |
the conditions to the Offer set out in Appendix 1 of this announcement, and "Condition" means any one of them; |
|
"Day 60" |
the 60th calendar day following the publication of the Offer Document or such other date as may otherwise be set as being Day 60 of the timetable of the Offer in accordance with the Takeover Code; |
|
"Dealing Disclosure" |
has the meaning given to it in Rule 8 of the Takeover Code; |
|
"Disclosed" |
the information fairly disclosed by, or on behalf of Harworth: (i) in the annual report and audited accounts of the Harworth Group for the financial year ended 31 December 2025; (ii) in this announcement; or (iii) in any other announcement to a Regulatory Information Service by, or on behalf of the Harworth Group before the publication of this announcement; |
|
"FCA" |
the Financial Conduct Authority; |
|
"Form of Acceptance" |
the form of acceptance and authority relating to the Offer to be despatched to Harworth Shareholders with the Offer Document; |
|
"FSMA" |
the Financial Services and Markets Act 2000, as amended from time to time; |
|
"Goodweather" |
Goodweather Holdings Limited, a company incorporated in the Cayman Islands with company number MC190338; |
|
"Harworth" |
Harworth Group plc, a company incorporated in England and Wales with company number 02649340; |
|
"Harworth Board" |
the board of directors of Harworth; |
|
"Harworth Group" |
Harworth and its subsidiary undertakings; |
|
"Harworth Shares" |
the issued ordinary shares of 10 pence each in the capital of Harworth, and "Harworth Share" shall be construed accordingly; |
|
"Harworth Shareholders" |
the registered holders of Harworth Shares from time to time; |
|
"Listing Rules" |
the UK Listing Rules from time to time made by the FCA under Part VI of FSMA; |
|
"London Stock Exchange" |
London Stock Exchange Group PLC; |
|
"Long-Stop Date" |
Day 60 or such later date (if any) as BidCo may, with the consent of Harworth or with the consent of the Panel, specify; |
|
"Main Market" |
the main market for listed securities; |
|
"Offer" |
the offer to be made by BidCo to acquire the whole of the issued share capital of Harworth not otherwise held by BidCo or other wholly-owned subsidaries of Peel Holdings on the terms to be set out in the Offer Document and (in the case of Harworth Shares held in certificated form) Form of Acceptance, including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer; |
|
"Offer Document" |
the document to be despatched on behalf of BidCo containing the terms and conditions of the Offer and, where appropriate, any other document(s) containing terms and conditions of the Offer, constituting the full terms and conditions of the Offer; |
|
"Offer Period" |
the offer period (as defined in the Takeover Code) relating to Harworth that commenced on 6 August 2026 and ends on the earlier of the date on which the Offer becomes or is declared unconditional and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide); |
|
"Offer Price" |
172.5 pence per Harworth Share; |
|
"Official List" |
the official list maintained by the UK Listing Authority; |
|
"Opening Position Disclosure" |
an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position; |
|
"Panel" |
The Panel on Takeovers and Mergers; |
|
"Peel Group" |
collectively, Peel Holdings and its subsidiary undertakings from time to time, including BidCo and Goodweather; |
|
"Peel Holdings" |
Peel Holdings Group Limited, a company incorporated in The Isle of Man with company number 006198V; |
|
"Peel Holdings Directors" |
the board of directors of Peel Holdings; |
|
"Regulatory Information Service" |
any of the services authorised from time to time by the FCA for the purposes of disseminating regulatory announcements; |
|
"Restricted Jurisdiction" |
any jurisdiction where the extension of the Offer or the release, publication or distribution in whole or in part of this announcement or any document relating to the Offer would constitute a violation of the relevant laws or regulations of the jurisdiction or may result in significant risk of civil, regulatory or criminal exposure or other formality which BidCo regards as unduly onerous; |
|
"Rothschild & Co" |
N.M. Rothschild & Sons Limited; |
|
"Takeover Code" |
the City Code on Takeovers and Mergers; |
|
"Third Party" |
any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade, agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction; |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"Unconditional Date" |
Day 60 or such earlier date as BidCo may specify in any Acceleration Statement unless, where permitted, it has set aside that statement; |
|
"US" or "United States" |
the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; and |
|
"US Exchange Act" |
The United States Securities Exchange Act of 1934, as amended. |
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" and "equity share capital" have the meanings given by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
All references to statutory provisions or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
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