Recommended Increased Best and Final Offer
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
25 September 2026
RECOMMENDED INCREASED BEST AND FINAL* CASH OFFER OF 187 PENCE PER HARWORTH SHARE
for
HARWORTH GROUP PLC ("Harworth")
by
PEEL PEPPER (UK) Limited ("Bidco"), A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
CHANGE OF RECOMMENDATION FROM THE HARWORTH BOARD
Best and Final* Offer
BidCo today is pleased to announce the terms of a recommended 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 announces that today it has agreed to purchase 72,080,449 Harworth Shares at a price of 187 pence per Harworth Share (the "Agreed Purchases"). The Agreed Purchases have not yet settled, and it is anticipated that settlement will take place on 29 September 2026. Upon settlement of the Agreed Purchases, BidCo will own or have received, or shall be deemed to have received, valid acceptances in respect of a total of 170,377,069 Harworth Shares, representing approximately 52.1 per cent. of Harworth's issued share capital, which shall count toward satisfaction of the Acceptance Condition. A further announcement will be made upon settlement of the Agreed Purchases and, following settlement, BidCo anticipates that the Best and Final Offer will become and be declared unconditional.
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.
*The financial terms of the Best and Final Offer are final and will not be increased, save that BidCo reserves the right to increase the financial terms of the Best and Final Offer where: (i) there is an announcement on or after the date of this announcement of an offer or possible offer, including a partial offer for 30 per cent. or more of Harworth's voting share capital, or a firm intention to make an offer for Harworth by any third-party offeror or potential offeror, including where any such announcement is made by Harworth; or (ii) the Panel otherwise provides its consent, which will only be provided in wholly exceptional circumstances.
Background to and Reasons for the Harworth Board Recommendation
While the Harworth Board has confidence in the Group’s standalone strategy and future potential, the recommendation follows careful consideration of the Best and Final Offer and engagement with Harworth Shareholders.
The Harworth Board believes that the Best and Final Offer is in the best interests of all Harworth Shareholders, as it accelerates shareholder returns that could be delivered from, and removes the execution risk associated with, the strategic plan that Harworth would pursue independently. In reaching its conclusion, the Harworth Board has carefully considered the following:
- The Best and Final Offer provides Harworth Shareholders with the opportunity to realise the entirety of their interests in cash against the current uncertainty presented by a weak macroeconomic backdrop and persistent illiquidity in the shares exacerbated by the concentrated profile of Harworth's share register;
- The risk-adjusted and time-weighted returns that may be generated by Harworth’s strategy as an independent entity, compared with the certainty of the Best and Final Offer;
- The Best and Final Offer at 187.0 pence per Harworth Share represents a discount of 10.4 per cent. to Harworth’s Diluted EPRA NDV per Harworth Share of 208.8 pence as at 30 June 2026. This compares to an average discount of 28.2 per cent. to Harworth’s Diluted EPRA NDV per share over the last 3 years; and
- Harworth’s share price has closed at or below 187.0 pence per share on 98.2% of the trading days over the last five years.
Taking all the above factors into consideration, the Harworth Directors, who have been so advised by Barclays and Peel Hunt as to the financial terms of the Best and Final Offer, consider the terms of the Best and Final Offer to be fair and reasonable. In providing their advice to the Harworth Directors, Barclays and Peel Hunt have taken into account the commercial assessments of the Harworth Directors. Barclays and Peel Hunt are providing independent financial advice to the Harworth Directors for the purposes of Rule 3 of the Takeover Code.
Therefore, the Harworth Directors unanimously recommend that Harworth Shareholders accept the Best and Final Offer.
Further details of the Best and Final Offer will be set out in a revised offer document (the "Best and Final Offer Document"), which will be prepared and is expected to be distributed to Harworth Shareholders as soon as reasonably practicable.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Original Offer Document.
Rationale for BidCo's Best and Final Offer
BidCo’s Best and Final Offer provides Harworth Shareholders with a highly attractive and certain cash solution at a full valuation, against the alternative of an investment in Harworth, which has an increasingly uncertain outlook, and an unsuitable public company structure from which to deliver the strategic change that BidCo believes is required.
In BidCo’s view, Harworth is facing significant operational challenges, including declining NAV, higher leverage, a capital constrained balance sheet, worsening cashflow and lower sales volumes.
Additionally, BidCo believes Harworth faces structural challenges that contribute to its significant discount and limit liquidity options for Harworth Shareholders, including its concentrated shareholder register, limited liquidity in Harworth Shares, and the free float being less than 25 per cent. of the Harworth Shares in issue.
BidCo’s Best and Final Offer provides Harworth Shareholders with full liquidity for their entire shareholding and certainty of value in cash at completion. The Best and Final Offer represents:
- A premium of 47.4% to the 3-month volume-weighted average share price, which is significantly ahead of the transaction precedents quoted by Harworth. The market has also declined by 9% since BidCo made its first Offer.
- A 10.4% discount to Harworth's published 30 June 2026 Diluted EPRA NDV per share, although in BidCo’s view the relevant discount is lower as Harworth's NDV is facing negative pressure.
BidCo notes the average discount of the share price to Harworth’s EPRA NDV over the three months prior to BidCo’s Offer was 43% and the average over the four years prior to BidCo’s Offer was 30%.
In this context, BidCo believes its Best and Final Offer represents full value for Harworth Shareholders. In BidCo's view, if the Best and Final Offer were to lapse, Harworth Shareholders may face a share price significantly below BidCo’s Best and Final Offer.
Terms of the Best and Final Offer
Under the terms of the Best and Final Offer, which are subject to the further terms and conditions which shall be set out in further detail in the Best and Final Offer Document and, in respect of Harworth Shares held in certificated form, the second form of acceptance which will accompany the Best and Final Offer Document (the "Second Form of Acceptance"), BidCo is offering to acquire the Harworth Shares from Harworth Shareholders at a price of:
187 pence in cash for each Harworth Share
The Best and Final Offer values the entire issued and to be issued ordinary share capital of Harworth at approximately £631.7 million and represents a premium of approximately:
|
● |
30.2 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); |
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● |
48.4 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 |
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● |
47.4 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 Best and Final Offer represents an 8.4 per cent. increase on the Offer announced on 6 August 2026.
BidCo also confirms that it will make no adjustment to its Best and Final Offer for the interim dividend of 0.592 pence per Harworth Share announced by Harworth on 9 September 2026.
Update on BidCo's Financing Arrangements
BidCo further announces entry into a commitment letter with HSBC UK Bank PLC and National Westminster Bank PLC (together, the "Lenders", each acting in its capacity as mandated lead arranger and lender respectively), pursuant to which the Lenders have agreed to arrange and/or underwrite debt financing for the Best and Final Offer to be made available to BidCo under an interim facilities agreement dated 25 September 2026 ("Interim Facilities Agreement"). The Best and Final Offer will therefore be funded both by BidCo's own cash resources and by way of the Interim Facilities Agreement.
Share Purchases by BidCo
Rothschild & Co Global Markets Solutions Limited ("Rothschild & Co GMS"), acting on behalf of BidCo, is seeking to purchase Harworth Shares on BidCo's behalf at or below the Best and Final Offer price of 187 pence per Harworth Share.
Harworth Shareholders who are interested in selling their Harworth 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.
Financing of the Best and Final Offer
BidCo's own cash resources and debt made available pursuant to the Interim Facilities Agreement will be used to fund the Best and Final Offer in full. Further details about the updated financing of the Best and Final Offer will be set out in the Best and Final Offer Document.
Copies of the Interim Facilities Agreement and documents relating to the debt financing of the Best and Final Offer 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.
Rothschild & Co is satisfied that the necessary financial resources are available to BidCo to enable it to satisfy, in full, the consideration payable by BidCo under the terms of 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") and an investor presentation setting out the strategic and financial rationale for the Offer (the "Investor Presentation").
On 9 September 2026, Harworth published a circular in response to the Original Offer Document (the "Defence Document").
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"), and the publication of a presentation setting out BidCo's observations on the Defence Document to assist Harworth Shareholders in assessing the Increased Offer (the "Response Presentation").
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").
Conditions to and further terms of the Best and Final Offer
Save as set out below, the Best and Final Offer is subject to the same terms and conditions as set out in Appendix 1 (Conditions and Further Terms of the Offer) of the Original Offer Document. The Best and Final Offer is a revision to the Offer and the Increased Offer, and should be construed accordingly.
Interim Dividend
If, on or after 6 August 2026 and before the Best and Final 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 Harworth Shares (other than the Interim Dividend of 0.592 pence per Harworth Share announced on 9 September 2026), BidCo shall reduce the consideration payable under the terms of the Best and Final Offer by an amount of such dividend, distribution or return of capital, in which case any reference in this announcement to the consideration payable under the Best and Final Offer will be deemed to be a reference to the consideration as so reduced. If the consideration payable under the terms of the Best and Final Offer is reduced in accordance with this paragraph, it shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Best and Final Offer.
Acceptance Condition
Following the Mandatory Offer Announcement, in accordance with Rule 9 of the Takeover Code, all of the Conditions set out in Part I of Appendix 1 to the Original Offer Document immediately ceased to apply and the Best and Final Offer became subject only to the following acceptance condition ("Acceptance Condition"):
The Best and Final Offer is subject to valid acceptances of the Best and Final 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 by BidCo or any person acting in concert with BidCo (whether pursuant to the Best and Final 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 Best and Final 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 Acceptance Condition:
- 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;
- 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
- valid acceptances shall be treated as having been received in accordance with the Takeover Code (including but not limited to Rule 10, the notes to Rule 10 and Appendix 4).
Intentions of BidCo and disclosures
BidCo confirms that the Best and Final Offer does not change its intentions as regards the business of Harworth, including as to its employees, management, pension schemes and locations, as detailed in paragraph 7 of Part I of the Original Offer Document (Intentions of BidCo with regard to Harworth's business, management, employees, pensions, fixed assets, headquarters and locations).
How to accept the Best and Final Offer
The Second Form of Acceptance will also be sent to Harworth Shareholders holding Harworth Shares in certificated form together with the Best and Final Offer Document. However, 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. Such Harworth Shareholders therefore will not need to take any further action, and do not need to complete or return the Second Form of Acceptance or submit a further Electronic Acceptance.
The Best and Final 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 Best and Final Offer closes.
Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to do so as soon as possible, and in any event, by no later than 1.00 p.m. (London time) on 25 October 2026 (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).
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.
Further copies of the Original Offer Document, the Best and Final Offer Document and the Second Form of Acceptance may be obtained from the Receiving Agent, MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, or by telephone on 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.
Best and Final Offer Document
The Original Offer Document contains the terms and conditions to the Original Offer. The Best and Final Offer Document containing updates to those terms and conditions to reflect the Best and Final Offer and any material updates since the publication of the Original Offer Document will be sent to Harworth Shareholders as soon as reasonably practicable.
A copy of this announcement and the Best and Final Offer Document will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on BidCo's website at www.peel.co.uk/investor-notice/details during the course of the Best and Final Offer.
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 50 per cent. or more of the voting rights of Harworth, BidCo will have significant control over Harworth. BidCo will be in a position to determine, for example, the composition of the Harworth Board and management team, the overall strategy of the Harworth Group, and the declaration or cessation of any dividends. In the meantime, Harworth Shares in respect of which the Best and Final Offer has not been accepted at that time are likely to be affected by reduced trading volume and reduced liquidity as a consequence.
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 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 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.
Interests in Harworth Shares
As at close of business on 24 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 |
206,141 | |
|
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 24 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 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 Investor Presentation, the Increased Offer Announcement, the Response Presentation, the Mandatory Offer Announcement 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 its name in the form and context in which they appear.
The sources of information and bases of calculation of certain information contained in this announcement are set out in the Appendix to this announcement.
Enquiries:
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Rothschild & Co (Sole Financial Adviser to BidCo) Alex Midgen Sam Green Arsalan Karamat |
+44 (0) 207 280 5000 |
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Shareholder Trading Enquiries (Rothschild & Co) Alice Squires Andrew Quick Ahmed Jibril |
+44 (0) 207 000 2000
gms_execution_sales_traders @rothschildandco.com |
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Sodali & Co (Communications Adviser to BidCo) Rory Godson Justin Griffiths Ben Foster
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+44 (0) 207 250 1446 |
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Lynda Shillaw (Chief Executive) Kitty Patmore (Chief Financial Officer) Tom Loughran (Head of Investor Relations & Communications) |
+44 (0) 114 349 3131
investors@harworthgroup.com |
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Barclays (Joint Financial Adviser and Corporate Broker to Harworth) Bronson Albery Callum West Nicola Tennent Mark Gunalan |
+44 (0) 20 7623 2323
|
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Peel Hunt (Joint Financial Adviser and Corporate Broker to Harworth) Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
+44 (0) 20 7418 8900 |
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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.
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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:
- Transaction precedents highlighted by Harworth include: (i) Blackstone Europe LLP's offer for St. Modwen Properties PLC; (ii) Blackstone Europe LLP's offer for Industrials REIT; (iii) Brookfield's offer for Tritax EuroBox; (iv) LondonMetric Property PLC's offer for Urban Logistics REIT; (v) Blackstone Europe LLP's offer for Warehouse REIT; and (vi) Prologis's offer for SEGRO. The statement that BidCo's best and final offer premium of 47.4% is significantly ahead of the transaction precedents quoted by Harworth, on a three-month volume-weighted average price ("VWAP") basis, is based on a 34% offer premium to the three-month VWAP for the highlighted precedents. This 34% premium represents the simple average of the disclosed and calculated premiums for the above precedents, including for Tritax EuroBox and Industrials REIT, for which three-month VWAP premiums were not disclosed and were therefore calculated by reference to the three-month VWAP to the undisturbed date, as sourced from FactSet
- The statement that "the market has declined by 9% since BidCo made the Offer" reflects the percentage decline in the FTSE EPRA Nareit UK Index (Ticker: 187604, as sourced from FactSet), reflecting the movement in the index from 6 August 2026 (the date of BidCo's firm Offer announcement) to 24 September 2026, with the index rebased to 100 as at 5 August 2026
- The value of the Best and Final Offer, of £631.66 million (rounded to two decimal places) is calculated on the basis of the issued and to be issued share capital of Harworth of 337,783,896 Harworth Shares (inclusive of shares held in the Harworth Employee Benefit Trust)
- Unless otherwise stated, all volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place
- Certain figures included in this announcement have been subject to rounding adjustments
- Save where otherwise stated, all information, statistics and statements referred to above are sourced from Harworth Group plc's own public disclosures, comprising: (i) Harworth Group plc's "Half Year Results" announcement for the six months ended 30 June 2026, released via RNS on 9 September 2026; (ii) Harworth Group plc's Response Document, published on 9 September 2026; (iii) Harworth Group plc's "Programme to achieve cost savings" announcement, released via RNS on 15 September 2026; and (iv) Harworth Group plc's prior periodic financial statements and results announcements, including its interim and full year results announcements and Annual Reports and Financial Statements for prior periods, in each case as released via RNS and published on Harworth's investor relations website
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