Offer Declared Unconditional
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
29 September 2026
RECOMMENDED INCREASED 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
RECOMMENDED INCREASED BEST AND FINAL CASH OFFER BECOMES UNCONDITIONAL
Introduction
As at 1.00 p.m. (London time) on 29 September 2026, BidCo counted 170,247,183 Harworth Shares (representing approximately 52.06 per cent. of Harworth's existing issued ordinary share capital) towards satisfaction of the Acceptance Condition to its Best and Final Offer.
The Acceptance Condition as set out in Part I of Appendix 1 to the Original Offer Document, as amended by the Mandatory Offer Announcement, has been satisfied. Pursuant to Rule 9 of the Takeover Code, the only condition to the Best and Final Offer, following the Mandatory Offer Announcement, was the Acceptance Condition. BidCo is therefore pleased to announce that the Best and Final Offer is now unconditional. In accordance with the terms of the Best and Final Offer, withdrawal rights have now ceased to be exercisable.
BidCo is continuing to seek to purchase additional Harworth Shares by means of market or other purchases at or below the Best and Final Offer price of 187 pence per Harworth Share.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Original Offer Document.
Levels of Acceptances and Best and Final Offer declared unconditional
BidCo and other persons acting in concert with BidCo currently hold 168,167,940 Harworth Shares representing approximately 51.42 per cent. of Harworth's entire issued share capital.
In accordance with Rule 17 of the Takeover Code, BidCo announces that, as at 1.00 p.m. (London time) on 29 September 2026, BidCo had received valid acceptances of the Best and Final Offer in respect of a total of 2,079,243 Harworth Shares representing 0.63 per cent. of Harworth's existing issued share capital.
So far as BidCo is aware, BidCo has received valid acceptances in respect of Harworth Shares in respect of 2,007,089 Harworth Shares from persons acting in concert with BidCo, representing approximately 0.61 per cent. of Harworth's issued share capital.
BidCo therefore owns or has received valid acceptances in respect of a total of 170,247,183 Harworth Shares, representing approximately 52.06 per cent. of Harworth's issued share capital. Accordingly, the Acceptance Condition has been satisfied and the Best and Final Offer is now unconditional.
BidCo announces that it has agreed to purchase a further 49,216,852 Harworth Shares at a price at or below 187 pence per Harworth Share (the "Agreed Purchases"). Some of the Agreed Purchases have not yet settled, and it is anticipated that settlement in respect of all Agreed Purchases will have taken place by no later than 1 October 2026. Upon settlement of the Agreed Purchases, BidCo and its concert parties will own or have received valid acceptances in respect of a total of 219,452,851 Harworth Shares, representing approximately 67.11 per cent. of Harworth's issued share capital, which shall count toward satisfaction of the Acceptance Condition.
Given the Best and Final Offer has now been declared unconditional by BidCo, BidCo (together with its concert parties) now has significant control over Harworth and is in a position to ensure the approval, or rejection, of ordinary resolutions of Harworth and determine the overall strategy of Harworth.
Best and Final Offer remains open for acceptance
Harworth Shareholders who have not yet accepted the Best and Final Offer should note that the Best and Final Offer will remain open for acceptance until further notice. BidCo will give at least 14 calendar days' notice by an announcement before the Best and Final Offer is closed for acceptances.
Action to be taken by Harworth Shareholders to accept the Best and Final Offer
Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to accept as soon as possible.
If you hold your Harworth Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should complete, sign and return (i) the first form of acceptance accompanying the Original Offer Document dated 26 August 2026, or (ii) the Second Form of Acceptance which will accompany the Best and Final Offer Document to be posted in due course.
If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible.
Harworth Shareholders who have already validly accepted the Original Offer will automatically be deemed to have accepted the terms of the Best and Final Offer by virtue of their prior acceptance.
Settlement
Settlement of the consideration to which any Harworth Shareholder is entitled under the Best and Final Offer will be effected: (i) in the case of acceptances received, complete in all respects, by 1:00 p.m. (London time) on 29 September 2026, within 14 calendar days from 29 September 2026; and (ii) in the case of acceptances received, complete in all respects, after 1:00 p.m. (London time) on 29 September 2026 but while the Best and Final Offer remains open for acceptance, within 14 calendar days of such receipt.
Delisting, Cancellation and Compulsory Acquisition
If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires or agrees to acquire, Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth, BidCo intends to apply to the FCA for the cancellation of the listing of Harworth Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Harworth Shares on the Main Market. Following the delisting and cancellation, it is intended that Harworth will be re-registered as a private limited company as soon as practicable. Any such re-registration of Harworth as a private limited company and the cancellation of the listing of the Harworth Shares would significantly reduce the liquidity and marketability of any Harworth Shares not assented to the Best and Final Offer. It is anticipated that any cancellation would take effect no earlier than 20 Business Days after BidCo has acquired or agreed to acquire Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth.
If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Harworth Shares to which the Best and Final Offer relates and assuming the other requirements of sections 974 to 991 of the 2006 Act are met, BidCo intends to exercise its rights to acquire compulsorily the remaining Harworth Shares.
Remaining Harworth Shareholders (unless their Harworth Shares are acquired by BidCo pursuant to the provisions of Chapter 3 of Part 28 of the Companies 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.
Background to the Best and Final Offer
On 26 August 2026, BidCo published an offer document (the "Original Offer Document") for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings (the "Offer").
On 16 September 2026, BidCo announced the terms of an increased cash offer (the "Increased Offer Announcement") 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 at a price of 177.5 pence per Harworth Share (the "Increased Offer").
On 17 September 2026, BidCo announced that BidCo and persons with whom it is acting in concert had acquired, through market purchases, interests in 137,669 Harworth Shares and that, as a consequence of such purchases, BidCo and persons with whom it is acting in concert were interested in Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth and that, accordingly, the Increased Offer became a mandatory offer pursuant to Rule 9.1(a) of the Takeover Code (the "Mandatory Offer Announcement").
On 25 September 2026, BidCo announced the terms of an increased best and final cash offer for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 187 pence per Harworth Share (the "Best and Final Offer"). BidCo also announced that the Harworth Board considered the terms of the Best and Final Offer to be fair and reasonable and unanimously recommended that Harworth Shareholders accept the Best and Final Offer. The full terms and conditions of the Best and Final Offer will be set out in a revised offer document, which will be distributed to Harworth Shareholders as soon as reasonably practicable (the "Best and Final Offer Document").
Proposals to participants in the Harworth Share Plans
Alongside the publication of the Best and Final Offer Document, BidCo and Harworth will jointly write to participants in the Harworth Share Plans to make appropriate proposals to them in accordance with Rule 15 of the Takeover Code in respect of their rights under the Harworth Share Plans (the “Best and Final Rule 15 Proposals”). The Best and Final Rule 15 Proposals will remain open for acceptance for at least 21 days from the date on which they are sent to participants or, if later, for so long as the Best and Final Offer remains open for acceptance.
Interests in Harworth Shares
As at close of business on 28 September 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 |
105,753,442 | |
|
Goodweather |
95,881,350 | |
|
The Trustees of The Tokenhouse Pension Scheme(1) |
509,000 | |
|
Cheeseden Investments Limited(2) |
703,000 | |
|
Bexton Croft 1 Limited(2) |
82,000 | |
|
Carr Laund 2 Limited(2) |
65,350 | |
|
Castlewood Holdings 1 Limited(2) |
44,700 | |
|
DPP Limited(2) |
285,000 | |
|
Mug Shot 1 Limited(2) |
5,750 | |
(1) Acting in concert with BidCo on the basis that it holds interests for the benefit of the Tokenhouse Pension Scheme which is a small self-administered scheme in which members of the Peel Group are participating employers.
(2) Acting in concert with BidCo on the basis that both it and BidCo are indirectly controlled by the Billown 1997 Settlement, a discretionary trust in respect of which: (i) John Haworth Whittaker (deceased, father of John Whittaker, the current President of the Peel Group) is the settlor, (ii) John Whittaker (the current President of the Peel Group) is the protector, (iii) Christopher Eves and Sheila Greenwood are the trustees, and (iv) certain members of the Whittaker family are potential beneficiaries.
Save as set out in this announcement, as at close of business on 28 September 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
This announcement should be read in conjunction with the full text of BidCo's firm offer announcement published on 6 August 2026, the Original Offer Document, the Increased Offer Announcement, the Mandatory Offer Announcement, the Best and Final Offer, and the Best and Final Offer Document, copies of which are (or will be) available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BidCo's website at www.peel.co.uk/investor-notice/details. The contents of BidCo's website are not incorporated into, and do not form part of, this announcement.
Rothschild & Co, Barclays Bank PLC and Peel Hunt LLP have given and not withdrawn their written consent to the issue of this announcement with the inclusion of the references to their name in the form and context in which they appear.
The calculations in this announcement are based on 326,987,774 Harworth Shares in issue as at 1.00 pm (London time) on 29 September 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 |
|
Lynda Shillaw (Chief Executive) Kitty Patmore (Chief Financial Officer) Tom Loughran (Head of Investor Relations & Communications) |
+44 (0) 114 349 3131
investors@harworthgroup.com |
|
Barclays (Joint Financial Adviser and Corporate Broker to Harworth) Bronson Albery Callum West Nicola Tennent Mark Gunalan |
+44 (0) 20 7623 2323
|
|
Peel Hunt (Joint Financial Adviser and Corporate Broker to Harworth) Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
+44 (0) 20 7418 8900 |
|
FTI Consulting Dido Laurimore Ed Knight Richard Gotla |
+44 (0) 20 3727 1000
Harworth@fticonsulting.com |
Travers Smith LLP is acting as legal adviser to BidCo.
Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.
Further information:
General
N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting exclusively as financial adviser to BidCo and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than BidCo for providing the protections afforded to its clients nor for providing advice in relation to this announcement. Neither Rothschild & Co nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Harworth and no one else in connection with the Best and Final Offer and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Best and Final Offer or any other matter referred to in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Harworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Best and Final Offer or otherwise. The Best and Final Offer will be made solely by the Best and Final Offer Document (together with, in the case of Harworth Shares in certificated form, the Second Form of Acceptance), which will contain the full terms and conditions of the Best and Final Offer, including details of how the Best and Final Offer may be accepted. Harworth Shareholders should carefully read the Best and Final Offer Document (and, if they hold their Harworth Shares in certificated form, the Second Form of Acceptance) in its entirety before making a decision with respect to the Best and Final Offer.
This announcement has been prepared for the purpose of complying with the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves of, and observe, such restrictions. Further details in relation to overseas Harworth Shareholders will be contained in the Best and Final Offer Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Best and Final Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in, and the availability of the Best and Final Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal documentation relating to the Best and Final Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Best and Final Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Best and Final Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
This announcement is not an offer of securities for sale in any Restricted Jurisdiction or in any other jurisdiction in which such an offer is unlawful.
The person responsible for arranging the release of this announcement on behalf of BidCo is Christopher Eves, director of BidCo.
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 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 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 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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 9 hours ago Savannah Energy
- 10 hours ago Buccaneer Energy PLC
- 10 hours ago Savannah Energy
- 10 hours ago Carclo
- 11 hours ago Schroder Japan Growth Fund