Response to Peel Bidco triggering mandatory 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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 September 2026
Harworth Group plc
("Harworth")
Response to Peel Bidco triggering
mandatory offer under Rule 9
The Harworth Board notes the announcement made by Peel Bidco today 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 for Harworth at a price of 177.5 pence per Harworth Share (the "Revised Offer") into a mandatory offer under Rule 9 of the Code. The financial terms of the Revised Offer have not changed.
There has been no engagement between Peel and Harworth over the course of the offer period.
The Harworth Board is evaluating the Revised Offer with its advisers and a further announcement will be made as appropriate.
In the meantime, Harworth shareholders are strongly advised to take no action in respect of the REvised Offer. In particular, shareholders are advised not to sign or return any form of acceptance, not to sell any HARWORTH shares to Peel BIDCO and not to submit any electronic acceptance in respect of their Harworth shares.
Capitalised terms used but not defined in this announcement have the meanings given to them in the response document relating to the unrecommended offer published by Harworth on 9 September.
Enquiries
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Harworth Group plc |
T: +44 (0) 114 349 3131 |
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Lynda Shillaw (Chief Executive) |
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) |
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) |
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 |
T: +44 (0) 20 3727 1000 |
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Dido Laurimore |
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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