Goodweather Holdings Limited
26 August 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
26 August 2026
CASH OFFER
for
HARWORTH GROUP PLC
by
PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
PUBLICATION OF OFFER DOCUMENT AND INVESTOR PRESENTATION
Peel Pepper (UK) Limited ("BidCo"), a company indirectly wholly-owned by Peel Holdings Group Limited ("Peel Holdings"), and which is part of the wider Peel Group, is pleased to announce that the Offer Document containing the full terms and conditions of its cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth Group plc ("Harworth") not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings (the "Offer") (the "Offer Document"), together with a Form of Acceptance, has today been published and made available to Harworth Shareholders and, for information only, to persons with information rights and participants in the Harworth Share Plans.
BidCo has also published an investor presentation setting out the strategic and financial rationale for the Offer (the "Investor Presentation") highlighting BidCo's belief that:
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Harworth's public listing and business strategy will not generate appropriate risk-adjusted returns for shareholders; |
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Harworth's strategy has delivered annualised Total Accounting Return of just 3.9% over the last four financial years; |
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Harworth's cash flow profile is becoming increasingly less sustainable with re-valuation gains increasingly offset by rising administrative expenses and net finance costs, which have increased by 103.2% over the last four financial years; |
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Harworth's EPRA NDV target is highly unlikely to be achieved, even having been delayed, and requires, in BidCo's view, an unrealistic level of gains from its land portfolio; |
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Harworth's public market listing provides limited benefit and the concentrated shareholder register and low liquidity limits exit options for shareholders; and |
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Harworth's data centre / powered land strategy is still early-stage, highly speculative and unlikely to convert to cash sales or deliver the contribution required to improve the overall returns of the business to an acceptable level within the short to medium term. |
In BidCo's view, the Offer addresses the structural valuation discount that Harworth has faced for many years and provides shareholders with full liquidity for their entire shareholding and certainty of value in cash.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document. Copies of the Offer Document and the Investor Presentation 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 until the end of the Offer Period. The contents of BidCo's website are not incorporated into, and do not form part of, this announcement.
Terms of Offer:
As previously announced, under the terms of the Offer, which will be 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 share capital of Harworth at approximately £582.88 million and represents a premium of approximately:
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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); |
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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 |
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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.
Enquiries:
Rothschild & Co (Sole Financial Adviser to BidCo) +44 (0) 207 280 5000
Alex Midgen
Sam Green
Arsalan Karamat
Sodali & Co (Communications Adviser to BidCo) +44 (0) 207 250 1446
Rory Godson
Justin Griffiths
Ben Foster
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 will be made solely by the Offer Document (together with, in the case of Harworth Shares in certificated form, the Form of Acceptance), which will contain 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 will be 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 +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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