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
10 November 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
CLOSING OF BEST AND FINAL OFFER
Introduction
On 25 September 2026, BidCo and Harworth jointly announced the terms of an increased, recommended, best and final cash offer for Harworth at a price of 187 pence per Harworth Share (the "Best and Final Offer").
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the offer document setting out the full terms of the Best and Final Offer published on 2 October 2026.
Best and Final Offer closed
The Best and Final Offer closed for acceptances at 1.00 p.m. on 10 November 2026 and is no longer capable of being accepted.
Compulsory acquisition
As announced on 26 October 2026, BidCo has begun the implementation of the compulsory acquisition procedure to acquire the remaining ordinary shares to which the Best and Final Offer relates under Chapter 3 of Part 28 of the Companies Act.
On 26 October 2026, BidCo despatched formal compulsory acquisition notices under sections 979 and 980 of the Companies Act (the "Compulsory Acquisition Notices") to Harworth Shareholders who had not yet validly accepted the Best and Final Offer (the "Non-Assenting Shareholders"). The Compulsory Acquisition Notices stated that BidCo intends to compulsorily acquire the remaining Harworth Shares to which the Best and Final Offer relates.
As detailed in the Compulsory Acquisition Notices and subject to the provisions of the Companies Act, on the expiry of six weeks from the date of those notices the remaining Non-Assenting Shareholders will have their Harworth Shares registered in BidCo's name and the consideration payable to each such remaining shareholder will be held on trust by Harworth under section 981(9) of the Companies Act.
Cancellation and re-registration
As announced by Harworth on 14 October 2026, the cancellation of the listing of the Harworth Shares on the Official List and of their admission to trading on the Main Market of the London Stock Exchange is expected to take effect at 8.00 a.m. on 12 November 2026. Transfers of Harworth Shares will not be registered after 6.00 p.m. on 11 November 2026.
Following the cancellation of listing and admission to trading of the Harworth Shares and completion of the compulsory acquisition of the Harworth Shares held by the Non-Assenting Shareholders pursuant to the Compulsory Acquisition Notices, it is intended that Harworth will be re-registered as a private limited company.
Enquiries:
|
Rothschild & Co (Sole Financial Adviser to BidCo) Alex Midgen Sam Green Arsalan Karamat
|
+44 (0) 207 280 5000 |
|
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 was 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 contained the full terms and conditions of the Best and Final Offer, including details of how the Best and Final Offer was to be accepted.
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 are 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 was, and remains, subject to the 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 was not 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 was not 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 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 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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