Mandatory 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
FOR IMMEDIATE RELEASE
17 September 2026
MANDATORY CASH OFFER
for
HARWORTH GROUP PLC
by
PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
- Introduction
On 6 August 2026, Peel Pepper (UK) Limited ("BidCo"), a company indirectly wholly-owned by Peel Holdings Group Limited ("Peel Holdings"), and which is part of the wider Peel Group, announced a cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth Group plc ("Harworth") not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 172.5 pence per Harworth Share (the "Offer").
On 26 August 2026, BidCo published an offer document (the "Offer Document") setting out the full terms and conditions of the Offer. Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.
On 9 September 2026, the Directors of Harworth published Harworth's response to the Offer along with Harworth's financial results for the six months ended 30 June 2026.
On 16 September 2026, BidCo announced the terms of an increased cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings (the "Revised Offer Announcement") at a price of 177.5 pence per Harworth Share (the "Revised Offer"). BidCo intends to publish a revised offer document setting out the full terms and conditions of the Revised Offer in due course (the "Revised Offer Document").
On 17 September 2026 BidCo acquired, through market purchases, interests in 137,669 Harworth Shares representing 0.04 per cent. of the voting share capital of Harworth. As a consequence of such purchases, BidCo and persons with whom it is acting in concert are interested in Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth and the Revised Offer is now required to be effected as a mandatory offer pursuant to Rule 9.1(a) of the Takeover Code.
BidCo believes that accepting the Revised Offer (or otherwise selling Harworth Shares to BidCo) will provide Harworth Shareholders with an attractive and fair valuation for each Harworth Share, in cash at completion, at a significant 40 per cent. premium to the 3-month volume-weighted average share price.
- Share Purchases by BidCo
Rothschild & Co Global Markets Solutions Limited ("Rothschild & Co GMS"), acting on behalf of BidCo, is seeking to purchase shares on its behalf at or below the Revised Offer price of 177.5 pence per Harworth Share.
Harworth Shareholders who are interested in selling their shares to BidCo should contact the Rothschild & Co GMS team by telephone on +44 (0) 207 000 2000 or by email at gms_execution_sales_traders@rothschildandco.com.
Retail investors should contact their brokers, who will be able to trade with Rothschild & Co GMS directly on their behalf.
- Mandatory Offer
Under Rule 9 of the Takeover Code, BidCo is now required to make a mandatory cash offer for the Harworth Shares not already held by BidCo (or any persons acting in concert with it), at a price of 177.5 pence per Harworth Share (such price being no less than the highest price paid by BidCo (or any person acting in concert with it) for any Harworth Share during the 12 months prior to the date of this announcement).
BidCo therefore announces that the Revised Offer is now a mandatory cash offer (the "Mandatory Offer" and, unless the context otherwise requires, all references to the Offer and/or the Revised Offer in this announcement shall be references to the Mandatory Offer) for the entire issued and to be issued share capital of Harworth, not already owned by BidCo (or any persons acting in concert with it), at a price of 177.5 pence per Harworth Share.
In accordance with Rule 9 of the Takeover Code, all of the conditions set out in Part I of Appendix 1 to the Offer Document other than the Acceptance Condition in paragraph 1 of Part I of Appendix 1 shall immediately cease to apply (as will be set out in detail in the Revised Offer Document).
Harworth Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document (as will be set out in the Revised Offer Document), the Acceptance Condition shall be satisfied if valid acceptances of the Mandatory Offer have been received (and not validly withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date in respect of such number of Harworth Shares which, when aggregated with the Harworth Shares held by BidCo and its concert parties at the date of the Offer and any Harworth Shares acquired or agreed to be acquired by BidCo and its concert parties on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Harworth.
- Acceptance Procedure
Acceptances of the Offer shall be deemed to be acceptances of the Mandatory Offer in accordance with Parts IV and V of Appendix 1 to the Offer Document. Therefore, Harworth Shareholders who have already validly accepted (and not validly withdrawn) the Offer are not required to take any further action in respect of the Mandatory Offer.
Harworth Shareholders who have not yet accepted the Mandatory Offer are urged to do so by signing and returning (i) the first form of acceptance accompanying the Offer Document dated 26 August 2026, or (ii) the second Form of Acceptance which will accompany the Revised Offer Document to be posted in due course (the "Second Form of Acceptance"), or by making an Electronic Acceptance, as soon as possible and, in any event, so as to be received or settled by no later than 1.00 p.m. (London time) on the Unconditional Date, which is 25 October 2026 or such earlier date as BidCo may specify in any Acceleration Statement unless, where permitted, it has withdrawn that statement.
Full details of how to accept the Mandatory Offer in respect of certificated and uncertificated Shares are set out in the Offer Document, which is available on BidCo's website at www.peel.co.uk/investor-notice/details (as will be set out in the Revised Offer Document, which will also be available on BidCo's website in due course) and, in the case of certificated Shares, the Second Form of Acceptance, which may be obtained from BidCo's receiving agents, MUFG Corporate Markets, by telephoning 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. until 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
- Delisting, Cancellation and Compulsory Acquisition
If BidCo receives acceptances under the Mandatory 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 Mandatory 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 Mandatory 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.
Copies of this announcement, the Offer Document, the Revised Offer Announcement and the Revised Offer Document are (or will be) available free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, for inspection on BidCo's website at www.peel.co.uk/investor-notice/details during the course of the Mandatory Offer.
Enquiries:
|
Rothschild & Co (Sole Financial Adviser to BidCo) Alex Midgen Sam Green Arsalan Karamat |
+44 (0) 207 280 5000 |
|
Shareholder Trading Enquiries (Rothschild & Co) Alice Squires Andrew Quick Ahmed Jibril |
+44 (0) 207 000 2000
gms_execution_sales_traders @rothschildandco.com |
|
Sodali & Co (Communications Adviser to BidCo) Rory Godson Justin Griffiths Ben Foster |
+44 (0) 207 250 1446 |
Travers Smith LLP are acting as legal advisers to BidCo
General
N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting exclusively as financial adviser to BidCo and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than BidCo for providing the protections afforded to its clients nor for providing advice in relation to this announcement. Neither Rothschild & Co nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement or any matter referred to herein.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Mandatory Offer or otherwise. The Mandatory Offer will be made solely by the Revised 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 Mandatory Offer, including details of how the Mandatory Offer may be accepted. Harworth Shareholders should carefully read the Revised 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 Mandatory 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 Revised 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
This announcement is not an offer of securities for sale in any Restricted Jurisdiction or in any other jurisdiction in which such an offer is unlawful.
The person responsible for arranging the release of this announcement on behalf of BidCo is Christopher Eves, director of BidCo.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Harworth and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Harworth or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Harworth or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Harworth or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Harworth and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by Harworth and by any offeror and Dealing Disclosures must also be made by Harworth, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the website of BidCo at peel.co.uk/investor-notice/details promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement in hard copy form by contacting the Company Secretarial Department on companysecretarial@peel.co.uk. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Mandatory Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.
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