Notice of Best and Final Offer closing
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
26 October 2026
RECOMMENDED UNCONDITIONAL BEST AND FINAL cash offer
for
HARWORTH GROUP PLC ("Harworth")
by
PEEL PEPPER (UK) Limited ("BidCo"), A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
CLOSE OF BEST AND FINAL OFFER AND COMPULSORY ACQUISITION OF HARWORTH SHARES
Notice of Best and Final Offer closing
BidCo announces that the Best and Final Offer will close for acceptances at 1:00 p.m. on 10 November 2026.
Harworth Shareholders who have not yet accepted the Best and Final Offer should note that the Best and Final Offer will only remain open for acceptances until 1:00 p.m. on 10 November 2026.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the offer document published by BidCo on 29 September 2026 (the "Best and Final Offer Document").
Compulsory acquisition
Now that BidCo has received acceptances under the Best and Final Offer in respect of not less than 90 per cent. (90%) of the Harworth Shares to which the Best and Final Offer relates, BidCo will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Harworth Shares in respect of which the Best and Final Offer has not been validly accepted as contemplated in the Best and Final Offer Document.
BidCo expects to shortly despatch formal compulsory acquisition notices under sections 979 and 980 of the Companies Act (the "Compulsory Acquisition Notices") to Harworth Shareholders who have not yet validly accepted the Best and Final Offer (the "Non-Assenting Shareholders"). These Compulsory Acquisition Notices will set out BidCo's intention to apply the provisions of section 979 of the Companies Act to acquire compulsorily any remaining Harworth Shares in respect of which the Best and Final Offer has not been accepted on the same terms as the Best and Final Offer. On the expiry of six weeks from the date of the Compulsory Acquisition Notices, unless a Non-Assenting Shareholder has applied to the Court and the Court orders otherwise, the Harworth Shares held by those Harworth Shareholders who have not validly accepted the Best and Final Offer by the deadline set out above will be acquired compulsorily by BidCo. The consideration to which those Harworth Shareholders will be entitled will be held by Harworth as trustee on behalf of those Harworth Shareholders who have not accepted the Best and Final Offer.
Action to be taken by Harworth Shareholders to accept the Best and Final Offer
Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to accept as soon as possible and, in any event, no later than 1:00 p.m. on 10 November 2026.
If you hold your Harworth Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should complete, sign and return (i) the first form of acceptance accompanying the Original Offer Document dated 26 August 2026, or (ii) the Second Form of Acceptance accompanying the Best and Final Offer Document.
If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible.
Harworth Shareholders who have already validly accepted the Original Offer will automatically be deemed to have accepted the terms of the Best and Final Offer by virtue of their prior acceptance.
Settlement
Settlement of the consideration to which any Harworth Shareholder is entitled under the Best and Final Offer will be effected in the case of further acceptances received, complete in all respects, while the Best and Final Offer remains open for acceptance, within 14 calendar days of such receipt.
Harworth Shareholders should note that if they accept the Best and Final Offer while the Best and Final Offer remains open, they will receive the consideration in respect of their Harworth Shares within 14 calendar days of receipt of such acceptance. However, for any Harworth Shares which BidCo compulsorily acquires, the Non-Assenting Shareholders will not receive their consideration until the completion of the compulsory acquisition procedure, which is expected to take a minimum of six weeks from the posting of the Compulsory Acquisition Notices.
Cancellation, delisting and re-registration
It is anticipated that, subject to any applicable requirements of the London Stock Exchange, cancellation of admission to trading of Harworth Shares on the Main Market of the London Stock Exchange shall take effect on 11 November 2026. No transfers will be registered after 6.00 p.m. (London time) on that date.
Following the delisting and cancellation, it is intended that Harworth will be re-registered as a private limited company as soon as practicable.
Remaining Harworth Shareholders (unless their Harworth Shares are acquired by BidCo pursuant to the provisions of Chapter 3 of Part 28 of the Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Harworth Shares. There can be no certainty that Harworth would pay any further dividends, or other distributions, or that such minority Harworth Shareholders would again be offered an opportunity to sell their Harworth Shares on terms which are equivalent to or no less advantageous than those under the Best and Final Offer.
Levels of Acceptance
As at 12.00 p.m. on 26 October 2026, BidCo had received valid acceptances of the Best and Final Offer in respect of a total of 30,534,222 Harworth Shares, representing approximately 9.08 per cent. of the issued share capital of Harworth.
So far as BidCo is aware, BidCo has received valid acceptances in respect of Harworth Shares in respect of 2,068,059 Harworth Shares from persons acting in concert with BidCo, representing approximately 0.62 per cent. of Harworth's issued share capital.
As at 12.00 p.m. on 26 October 2026, BidCo and persons acting in concert with it held, in aggregate, 294,893,395 Harworth Shares, representing approximately 87.75 per cent. of Harworth's issued share capital.
BidCo and persons acting in concert with it therefore own, or BidCo has received valid acceptances in respect of, a total of 325,427,617 Harworth Shares, representing approximately 96.84 per cent. of Harworth's issued share capital.
Interests in Harworth Shares
As at 12.00 p.m. on 26 October 2026, the interests of BidCo, the BidCo Directors and their respective immediate families, related trusts (all of which are beneficial unless otherwise stated) and any person acting in concert with BidCo in relevant securities of Harworth were as follows:
BidCo Directors, immediate families, related trusts and connected persons
|
Name |
Number of Harworth Shares |
|
John Whittaker and close relatives |
281,320 |
|
Steven Underwood |
38,385 |
|
Robert Hough |
50,000 |
|
Stephen Wild |
3,554 |
Further Interests of BidCo and persons acting in concert with BidCo
|
Name |
Number of Harworth Shares | |
|
BidCo |
199,012,045 | |
|
Goodweather |
95,881,350 | |
|
The Trustees of The Tokenhouse Pension Scheme(1) |
509,000 | |
|
Cheeseden Investments Limited(2) |
703,000 | |
|
Bexton Croft 1 Limited(2) |
82,000 | |
|
Carr Laund 2 Limited(2) |
65,350 | |
|
Castlewood Holdings 1 Limited(2) |
44,700 | |
|
DPP Limited(2) |
285,000 | |
|
Mug Shot 1 Limited(2) |
5,750 | |
(1) Acting in concert with BidCo on the basis that it holds interests for the benefit of the Tokenhouse Pension Scheme which is a small self-administered scheme in which members of the Peel Group are participating employers.
(2) Acting in concert with BidCo on the basis that both it and BidCo are indirectly controlled by the Billown 1997 Settlement, a discretionary trust in respect of which: (i) John Haworth Whittaker (deceased, father of John Whittaker, the current President of the Peel Group) is the settlor, (ii) John Whittaker (the current President of the Peel Group) is the protector, (iii) Christopher Eves and Sheila Greenwood are the trustees, and (iv) certain members of the Whittaker family are potential beneficiaries.
Save as set out in this announcement, as at at 12.00 p.m. on 26 October 2026 neither BidCo, the BidCo Directors nor their respective immediate families, related trusts and connected persons nor any person acting in concert with BidCo had:
- an interest in, or right to subscribe for, any Harworth Shares;
- any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Harworth Shares;
- procured an irrevocable commitment or letter of intent to accept the terms of the Best and Final Offer in respect of Harworth Shares nor has any outstanding irrevocable commitment or letter of intent with respect to Harworth Shares;
- borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any Harworth Shares; or
- entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
General
The calculations in this announcement are based upon the issued share capital of 336,045,315 Harworth Shares in issue at 12.00 p.m. (London time) on 26 October 2026.
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 is acting as legal adviser to BidCo.
Further information:
General
N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting exclusively as financial adviser to BidCo and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than BidCo for providing the protections afforded to its clients nor for providing advice in relation to this announcement. Neither Rothschild & Co nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement or any matter referred to herein.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Best and Final Offer or otherwise. The Best and Final Offer will be made solely by the Best and Final Offer Document (together with, in the case of Harworth Shares in certificated form, the Second Form of Acceptance), which will contain the full terms and conditions of the Best and Final Offer, including details of how the Best and Final Offer may be accepted. Harworth Shareholders should carefully read the Best and Final Offer Document (and, if they hold their Harworth Shares in certificated form, the Second Form of Acceptance) in its entirety before making a decision with respect to the Best and Final Offer.
This announcement has been prepared for the purpose of complying with the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves of, and observe, such restrictions. Further details in relation to overseas Harworth Shareholders will be contained in the Best and Final Offer Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Best and Final Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in, and the availability of the Best and Final Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal documentation relating to the Best and Final Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Best and Final Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Best and Final Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
This announcement is not an offer of securities for sale in any Restricted Jurisdiction or in any other jurisdiction in which such an offer is unlawful.
The person responsible for arranging the release of this announcement on behalf of BidCo is Christopher Eves, director of BidCo.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the website of BidCo at www.peel.co.uk/investor-notice/details promptly and by no later than 12 noon (London time) on the business day following this announcement. The contents of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement in hard copy form by contacting the Company Secretarial Department on companysecretarial@peel.co.uk. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Best and Final Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.
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