Response to increased cash offer by Peel Bidco
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 September 2026
Harworth Group plc
("Harworth")
RESPONSE TO INCREASED CASH OFFER BY PEEL BIDCO
On 16 September 2026, Peel Pepper (UK) Limited ("Peel Bidco") announced an increase to the cash consideration payable under the terms of its offer for Harworth from 172.5 pence per Harworth Share to 177.5 pence per Harworth Share (the "Revised Offer"). On 17 September 2026, Peel Bidco announced that it had acquired Harworth Shares which resulted in its and its concert parties’ aggregate holding of Harworth Shares increasing from 29.96% to 30.00% and that, as a consequence, it is required under the Code to convert its voluntary offer into a mandatory offer under Rule 9 of the Code.
The Board of Harworth (the "Harworth Board") has, together with its advisers, carefully considered the Revised Offer and remains unanimous and unequivocal in its rejection of the Revised Offer which, in its view, significantly undervalues Harworth and its near- and longer-term prospects.
THE HARWORTH BOARD RECOMMENDS UNANIMOUSLY THAT HARWORTH SHAREHOLDERS WHO HAVE NOT ACCEPTED THE REVISED OFFER DO NOT DO SO AND THAT HARWORTH SHAREHOLDERS WHO HAVE ALREADY ACCEPTED THE REVISED OFFER WITHDRAW THEIR ACCEPTANCES AS SOON AS POSSIBLE.
TO REJECT THE REVISED OFFER, HARWORTH SHAREHOLDERS WHO HAVE NOT ACCEPTED IT NEED TAKE NO ACTION - SIMPLY DO NOT RETURN THE FORM OF ACCEPTANCE OR SUBMIT AN ELECTRONIC ACCEPTANCE IN CREST.
HARWORTH SHAREHOLDERS ARE FURTHER ADVISED NOT TO SELL ANY HARWORTH SHARES TO PEEL BIDCO.
The Harworth Board believes that the Revised Offer:
- at a 17.4% discount to its EPRA NDV of 214.8 pence per Harworth Share as at 30 June 2026, significantly undervalues Harworth;
- fails to recognise the potential embedded value across Harworth’s portfolio not captured in the EPRA NDV, including its hyperscale data centre pipeline, industrial & logistics development opportunities and other identified sources of incremental value;
- does not take account of Harworth’s acceleration of key initiatives to create a simpler, lower-cost and higher-returning platform, including Harworth’s cost savings programme which is expected to deliver at least £7.4 million of annualised run-rate savings by the end of 2028, as detailed in Harworth’s announcement on 15 September 2026.
Harworth continues to demonstrate progress in delivering on its strategy, unlocking value across its portfolio:
- Harworth today announces it is targeting the exchange of a conditional contract for Site 2 (as referred to in the Response Document) during Q4 2026 and completion and receipt of cash proceeds by the end of December 2028, demonstrating tangible progress in unlocking its substantial hyperscale data centre pipeline;
- Harworth is also today announcing that it has completed the sale of a 40-acre strategic land site in St Helens, Merseyside, to Tritax Big Box Developments, in line with book value, a further demonstration of Harworth’s ability to realise value from its portfolio; and
- the cost savings programme approved by the Harworth Board in July is expected to achieve total annualised run rate cost savings of at least £7.4 million by the end of 2028, of which £1.3 million has already been realised through a headcount reduction programme initiated earlier this year and 94% is planned to be achieved by the end of 2027
As set out in the Response Document, the Harworth Board is accelerating key initiatives to create a simpler, lower-cost and higher-returning platform through:
- reallocating capital to become a pure play powered land and industrial & logistics specialist and exiting the residential sector;
- refocusing on strategic land, enabling works and selective development to maximise returns;
- sizing the Investment Portfolio to support funding, while recycling to optimise returns; and
- aligning Harworth's operating model and cost base with a pure play powered land and industrial & logistics approach.
As previously announced, the Harworth Board will consider returning some or all of the surplus capital from sales of material assets to Harworth Shareholders so that they benefit directly from the value creation initiatives as they are executed.
The Harworth Board continues to believe that the Revised Offer is timed to take advantage of the current material dislocation between Harworth's share price and the value of its underlying assets, driven by macroeconomic factors affecting the UK listed real estate sector as a whole. The Harworth Board believes that Peel Bidco seeks to extract for itself the value upside from future returns derived from the capital invested by Harworth in its data centre and industrial & logistics pipeline over the last few years and the accelerated key initiatives, all at the expense of other Harworth Shareholders. Furthermore, Peel Bidco also stands to benefit from expected savings on Stamp Duty Land Tax equivalent to approximately £30.7 million or 9.5 pence per Harworth Share, by acquiring Harworth by way of a takeover offer (as opposed to direct property transactions), and from significant cost savings announced by Harworth on 15 September.
The Harworth Directors, who have been so advised by Barclays and Peel Hunt as to the financial terms of the Revised Offer, do not consider the terms of the Revised Offer to be fair and reasonable. Accordingly, the Harworth Directors believe that the Revised Offer is not in the best interests of Harworth Shareholders as a whole. 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 Code.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Response Document.
Enquiries
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Harworth Group plc |
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T: +44 (0) 114 349 3131 |
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Lynda Shillaw (Chief Executive) |
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E: investors@harworthgroup.com |
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Kitty Patmore (Chief Financial Officer) |
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Tom Loughran (Head of Investor Relations & Communications) |
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Barclays (Joint Financial Adviser and Corporate Broker to Harworth) |
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T: +44 (0) 20 7623 2323 |
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Bronson Albery |
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Callum West |
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Nicola Tennent |
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Mark Gunalan |
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Peel Hunt (Joint Financial Adviser and Corporate Broker to Harworth) |
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T: +44 (0) 20 7418 8900 |
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Capel Irwin |
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Michael Nicholson |
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Chloe Ponsonby Henry Nicholls |
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FTI Consulting |
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T: +44 (0) 20 3727 1000 |
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Dido Laurimore |
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E: Harworth@fticonsulting.com |
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Ed Knight |
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Richard Gotla |
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Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.
Disclaimers
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 Revised 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 Revised 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.
Publication on a website
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers (the "Code"), a copy of this announcement will be available at www.harworthgroup.com/investors/unrecommended-offer-landing-page/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who at the relevant time is interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or any securities exchange offeror must make a public Opening Position Disclosure (i) after the commencement of an offer period; and (ii) if later, after the announcement that first identifies any securities exchange offeror. 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) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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 Code, any person who is (or as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or any securities exchange offeror must make a public Dealing Disclosure if the person deals in any relevant securities of the offeree company or any securities exchange offeror during an offer period. 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) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally be deemed to be a single person for the purpose of this Rule 8.3 of the Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 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 Takeover 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.
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