Statement re Harworth’s response to Bidco's offer

Goodweather Holdings Limited

09 September 2026

 

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

09 September 2026

Statement by Peel Pepper (UK) Limited ("BidCo") in relation to Harworth Group plc's ("Harworth") Half Year Results and response to BidCo's all-cash offer

BidCo notes the publication by Harworth of its response to BidCo's all-cash offer for Harworth along with Harworth's financial results for the six months ended 30 June 2026.

BidCo will carefully review the response and issue its detailed views in due course.

In the meantime, set out below are BidCo's initial observations:

●	Net asset value is declining with EPRA NDV per share for H1 down 4.3% to 214.8 pence and statutory NAV per share down 4.2% to 206.5 pence;
●	Total accounting return ("TAR") for the last 18 months has been negative 1.4%, continuing the trend of low and declining returns highlighted by BidCo;
●	Harworth's new target of "low double-digit TAR in the longer-term" is unsubstantiated and unconvincing to BidCo. Additionally, Harworth has offered no support for the deliverability of its previous, already extended, EPRA NDV growth target of £1bn by 2028-29;
●	Harworth's cashflow profile is continuing to worsen: headline rental income is down 6.0%, administrative costs have increased +4.9% and net finance costs have increased +47.6% (H1 2026 vs H1 2025);
●	Announcing a complete exit from the residential sector into a challenging market, with a reported segment valuation of £234m, is in BidCo's view unlikely to optimise returns for Harworth's shareholders; and
●	No meaningful detail on the data centre strategy has been provided. Harworth's powered land portfolio does not yet have full planning consent and despite "Site 2" being under exclusivity for a potential conditional sale, any cash receipts may be as late as 2033.

BidCo's Offer of 172.5 pence per share in cash addresses the structural valuation discount that Harworth has faced for many years and provides Harworth Shareholders with full liquidity for their entire shareholding and certainty of value in cash.

Unless expressed otherwise, capitalised terms used but not defined in this announcement have the meaning given to them in the offer document published by BidCo on 26 August 2026 (the "Offer Document").

Terms of Offer:

As previously announced, under the terms of the Offer, which are subject to the further terms and conditions set out in the Offer Document and, in respect of Harworth Shares held in certificated form, the Form of Acceptance, BidCo is offering to acquire the Harworth Shares from Harworth Shareholders at a price of:

172.5 pence in cash for each Harworth Share

The Offer values the entire issued and to be issued ordinary share capital of Harworth at approximately £582.88 million and represents a premium of approximately:

●	20.1 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);
●	36.9 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
●	36.0 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 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 Offer closes.

The Offer will remain open for acceptance until 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 Offer in respect of those Harworth Shares you should complete, sign and return the Form of Acceptance as soon as possible and, in any event, so as to be received by post or (during normal business hours only) by hand at MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom no later than 1.00 p.m. (London time) on 25 October 2026. Further details on the procedures for acceptance of the Offer if you hold any of your Harworth Shares in certificated form are set out in paragraph 12(a) of Part I and in Part IV of Appendix 1 of the Offer Document and in the accompanying Form of Acceptance. 

If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the 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 and, in any event, no later than 1.00 p.m. (London time) on 25 October 2026. Further details on the procedures for acceptance if you hold any of your Harworth Shares in uncertificated form are set out in paragraph 12(b) of Part I and in Part V of Appendix 1 of the Offer Document. 

Further copies of the Offer Document and the 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.

A further announcement will be made in due course. 

Enquiries:

Rothschild & Co (Sole Financial Adviser to BidCo)                                            [phone]

Alex Midgen

Sam Green

Arsalan Karamat

Sodali & Co (Communications Adviser to BidCo)                                              [phone]

Rory Godson

Justin Griffiths

Ben Foster

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 Offer or otherwise. The Offer is being made solely by the Offer Document (together with, in the case of Harworth Shares in certificated form, the Form of Acceptance), which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Harworth Shareholders should carefully read the Offer Document (and, if they hold their Harworth Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the 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 are contained in the 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 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 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 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 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 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 [phone] 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 peel.co.uk/investor-notice/ 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.

Appendix 1 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:

1.        Annualised total accounting return of negative 1.4 per cent. per annum over the last 18 months is based on Harworth's disclosed total accounting return ("TAR") for each of the full year ended 31 December 2025 and half year ended 30 June 2026. The annualised figure is calculated as a compound annual growth rate ("CAGR").

2.              The residential segment last reported valuation of £234m is sourced from Harworth's Half Year 2026 results for the six months ended 30 June 2026, representing the valuations provided for "Residential Major Developments" of £171.9 million and "Residential Strategic Land" of £61.9 million.

3.         The statement referring to the Company's new "low double-digit TAR in the longer-term" target is based on Harworth's Half Year 2026 results for the six months ended 30 June 2026, which stated "Implementation of this platform is already underway: once implemented, targeting low double-digit Total Accounting Return in the longer-term".

 

END