CASH OFFER
FOR
HARWORTH GROUP PLC
BY
PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
Cash Offer by Peel Pepper (UK) Limited of 172.5 pence for Harworth Group plc at 36.0 per cent. premium to the three month volume-weighted average share price
1. Introduction
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 today announcing a 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“).
Goodweather Holdings Limited (“Goodweather“), which is also a wholly-owned subsidiary of Peel Holdings, and persons acting in concert with it hold 97,949,409 Harworth Shares (representing approximately 29.96 per cent. of the existing issued share capital of Harworth).
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and the further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Harworth Shares held in certificated form, Harworth Shareholders who validly complete and return the Form of Acceptance shall be entitled to receive:
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:
- 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 is subject to valid acceptances of the 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 agreed to be acquired by BidCo before such time, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Harworth.
The Harworth Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.
If, on or after the date of this announcement and before the 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 the Harworth Shares, BidCo reserves the right to reduce the Offer Price by the amount of all or part of any such dividend, distribution or return of capital. If BidCo exercises this right, Harworth Shareholders will be entitled to receive and retain that dividend, distribution or return of capital.
The Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Harworth Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement. BidCo may seek the consent of the directors of Harworth to despatch the Offer Document and Form of Acceptance to Harworth Shareholders within 14 days of this announcement.
3. Background to and reasons for the Offer
Harworth owns and manages a portfolio of assets predominantly comprising modern industrial and logistics investment properties and strategic land holdings, located principally in the North of England and the Midlands.
The Peel Group is a long-term investor in Harworth, having held various ownership interests in Harworth over a number of years. Having regard to the Peel Group’s existing platform and capabilities, the Peel Holdings Directors believe that Harworth’s assets would be best owned, managed and developed under the full control of Peel Holdings.
BidCo believes that the Offer represents a compelling opportunity for Harworth’s Shareholders to realise full liquidity for their shareholding at fair value. BidCo further believes that Harworth Shareholders should have regard to the below factors when assessing the Offer:
Financial performance and strategy
- BidCo’s Offer provides Harworth Shareholders with certainty of value in cash at a significant premium of 36.9 per cent. to the volume-weighted average price over the last one-month period and 36.0 per cent. to the volume-weighted average price over the last three-month period;
- the Offer addresses the structural valuation discount that BidCo believes Harworth has faced for many years;
- Harworth has a highly concentrated shareholder register which BidCo believes impacts its share liquidity and limits growth. The largest three shareholders own approximately 75.7 per cent. of Harworth’s share capital; and
- BidCo believes Harworth’s stock market listing provides limited benefit to the company. Harworth has not raised new equity in the last nine years, and BidCo believes Harworth would not be able to raise new equity accretively today given its consistent discount.
4. Information about BidCo
The Peel Group has over 50 years’ experience investing in, and managing, land and property regeneration schemes across the UK and holds significant existing strategic land interests, together with a diversified platform spanning real estate and infrastructure.
BidCo is a private limited company incorporated in England and Wales with company number 17297059. BidCo is indirectly wholly-owned by Peel Holdings and forms part of the wider Peel Group.
BidCo has been established as an acquisition vehicle in connection with the Offer. Since incorporation, BidCo has not carried on any business other than activities in connection with its incorporation and the preparation of the Offer.
Further details in relation to BidCo will be contained in the Offer Document.
5. Information about Peel Holdings
Peel Holdings is a private limited company incorporated in The Isle of Man and is the indirect parent of BidCo. Peel Holdings is the parent company of the wider Peel Group.
The Peel Group is one of the UK’s leading investors across real estate and infrastructure related sectors with an ethos of recycling capital into long term sustainable investments. The Peel Group was established over 50 years ago and has a strong track record of delivering large scale regeneration projects including MediaCity and TraffordCity.
The Peel Group’s principal activities include investment in, ownership, development and management of real estate, including urban regeneration, housebuilding, strategic land, retail and logistics, together with critical infrastructure businesses and investments including ports, energy and utilities.
Accordingly, through its indirect parent, Peel Holdings, BidCo forms part of a wider group with substantial experience in land and property investment, development, regeneration and asset management in the UK.
Further details in relation to Peel Holdings will be contained in the Offer Document.
6. Information about Harworth
Harworth is a public limited company incorporated in England and Wales and listed on the London Stock Exchange.
Harworth is a regeneration, strategic land and development business focused on the Industrial and Logistics and Residential sectors. Its portfolio is strategically located across Yorkshire, the Midlands and the North West.
As at 31 December 2025, Harworth’s land and property portfolio was weighted 70 per cent. to Industrial & Logistics, 27 per cent. to Residential and 3 per cent. to Natural Resources and other. Harworth owns over 15,000 acres of land with the potential to develop over 35 million sq ft of employment space and enable over 29,000 homes across the North of England and the Midlands. For the year ended 31 December 2025, Harworth reported revenue of £129.7 million, and profit after tax of £9.5 million.
Further information relating to Harworth will be set out in the Offer Document.
7. Intentions of BidCo with regard to Harworth’s business, management, employees, pensions, fixed assets, headquarters and locations
Lack of access to undertake detailed planning
While the Peel Group has developed familiarity with Harworth’s business, assets and operations through a long-standing ownership interest in Harworth, BidCo has not been able to undertake a detailed site-level assessment or detailed due diligence on Harworth’s operations, employees, pensions, contractual arrangements or fixed places of business. BidCo’s intentions set out in this paragraph 7 are therefore based on publicly available information and the Peel Group’s existing knowledge of Harworth. Following the Offer becoming or being declared unconditional, BidCo intends to carry out a more detailed review of the Harworth Group’s business, operations, assets, employees, pensions, management, headquarters and fixed places of business in order to finalise its strategic plans. That review is expected to include the following matters:
- any restructuring of Harworth’s head office and headquarters functions, and the consequent simplification of the management and governance structure and potential cost savings, in the event of a delisting of Harworth Shares;
- the composition, timing and implementation of an asset disposal strategy arising from a strategic shift to strategic land activities over investment property development and ownership;
- a reduction in overlapping or duplicative roles across the Harworth Group, which will be influenced in part by the extent and timing of any integration with the Peel Group’s existing platforms.
BidCo expects to complete the initial phase of this review within approximately 6 months following the Offer becoming or being declared unconditional, although the implementation of any proposals arising from the review may take longer. Save as otherwise stated in this paragraph 7 and paragraph 11 of this announcement, BidCo has not yet determined the precise scope, timing or implementation of any changes to the Harworth Group.
Employees, management and head office
BidCo attaches great importance to the skills, knowledge and expertise of Harworth’s existing management and employees.
Following the Offer becoming or being declared unconditional, BidCo expects to review overlapping functions across the Harworth Group, including senior management, corporate, operational, finance, human resources, compliance and other support functions. Based on BidCo’s preliminary assessment, the Offer is expected to result in a significant headcount reduction and synergies from overlapping functions and the elimination of costs associated with Harworth’s status as a listed company. BidCo has not yet determined the number of roles likely to be affected, the timing of any reductions or the specific functions or locations in which any reductions may occur and will provide further information to affected employees in accordance with applicable legal and regulatory requirements.
It is also anticipated that, following any cancellation of the listing of Harworth Shares on the Official List and of admission to trading of Harworth Shares on the Main Market (as described in paragraph 11 of this announcement), certain functions related to Harworth’s status as a listed company (including investor relations and public reporting functions) will no longer be required.
It is intended that, following the Offer becoming or being declared unconditional, BidCo will make such changes to the composition of the Harworth Board as it considers appropriate. This is expected to include the resignation of each of the current directors of Harworth from the Harworth Board.
BidCo does not currently intend to make any material change to the conditions of employment of Harworth’s employees, other than as may arise in connection with the review of overlapping functions, any delisting, integration or asset disposal strategy described in this paragraph 7 and subject to applicable law and consultation requirements.
BidCo has not yet determined whether there will be any material change in the balance of skills and functions of the employees and management of the Harworth Group, other than as may result from the overlapping functions, any delisting, integration or asset disposal strategy described in this paragraph 7.
Fixed assets
BidCo intends to evaluate Harworth’s portfolio, its growth trajectory, development plans and ongoing disposal strategy. After carrying out a review of Harworth’s fixed asset base, including its strategic land bank and investment portfolio, BidCo intends to accelerate the disposal of selected assets, the composition of which will be determined as part of BidCo’s evaluation of the Harworth Group and a strategic redirection of capital towards strategic land activities over capital intensive direct development and investment property exposure.
Potential integration with the Peel Group’s existing platform
BidCo will also assess the benefits and considerations of integrating the Harworth Group with Peel’s real estate platforms. BidCo has not yet determined whether any such integration will be pursued, the form any such integration would take, or the effect it would have on Harworth’s employees, management, headquarters or fixed places of business.
Headquarters and fixed places of business
BidCo has not yet determined whether any changes will be made to the location of Harworth’s headquarters or headquarters functions, or to the locations of Harworth’s other fixed places of business. Any such changes will be considered as part of the review described above, including in connection with any delisting, head office restructuring, integration with Peel Land or asset disposal strategy. BidCo does not currently intend to make any material change to the locations of Harworth’s operational assets or development sites, other than in connection with any disposals described in this paragraph 7.
Existing employment rights and pensions
The existing contractual and statutory employment rights of Harworth’s management and employees, including accrued pension rights, will be fully safeguarded in accordance with applicable law.
Based on publicly available information, Harworth makes defined contribution payments to pension insurance plans for its current employees and, as at 31 December 2025, had no further payment obligations once such contributions had been paid.
Based on publicly available information, Harworth has obligations in respect of accrued benefits for existing members of Harworth’s defined benefit pension arrangements relating to the Blenkinsopp Section of the Industry-Wide Mineworkers’ Pension Scheme. BidCo intends that Harworth’s obligations in respect of those defined benefit pension arrangements will continue to be complied with in accordance with applicable law. BidCo does not intend to re-open Harworth’s UK defined benefit pension arrangements to the admission of new members or to future accrual.
Management incentive arrangements
Following the Offer becoming or being declared unconditional, BidCo intends to review the management, governance and incentive structure of Harworth. BidCo has not entered into, and has not had discussions on the terms of, any form of incentivisation arrangement with members of Harworth’s management. Following the Offer becoming or being declared unconditional, BidCo may enter into discussions with, and put in place appropriate incentivisation arrangements for, certain members of the Harworth management team.
Trading Facilities
Harworth Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange’s Main Market. As set out in paragraph 11 of this announcement, if BidCo receives acceptances under the 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.
Research and development
Based on publicly available information, Harworth does not have a material research and development function. BidCo therefore does not intend to make any changes to any research and development functions of the Harworth Group.
No statement in this paragraph 7 constitutes a “post-offer undertaking” for the purposes of Rule 19.5 of the Takeover Code. The statements of intention in this paragraph 7 are statements of current intention only and accordingly may be subject to change.
8. Financing of the Offer
It is estimated that full acceptance of the Offer would require the payment by BidCo of a maximum amount of approximately £417.5 million which will be funded from BidCo’s own cash resources. In accordance with Rule 2.7(d) of the Takeover Code, Rothschild & Co, as financial adviser to BidCo, confirms that it is satisfied that sufficient cash resources are available to BidCo to satisfy in full the cash consideration payable to Harworth Shareholders in the event of full acceptance of the Offer.
9. Offer-related arrangements
As at the close of business on 5 August 2026, there are no offer-related arrangements in place.
10. Disclosure of Interests in Harworth Shares
As at the close of business on 5 August 2026 (being the last Business Day prior to the publication of this announcement), the interests of BidCo, its directors, and any persons acting in concert with it (within the meaning of the Takeover Code) are as follows:
Holdings in Harworth Shares
| Name | Number of Harworth Shares | Percentage of Harworth’s issued share capital |
| Goodweather | 95,881,350 | 29.326 |
| The Trustees of The Tokenhouse Pension Scheme | 509,000 | 0.156 |
| Cheeseden Investments Limited | 703,000 | 0.215 |
| Bexton Croft 1 Limited | 82,000 | 0.025 |
| Carr Laund 2 Limited | 65,350 | 0.020 |
| Castlewood Holdings 1 Limited | 44,700 | 0.014 |
| DPP Limited | 285,000 | 0.087 |
| Mug Shot 1 Limited | 5,750 | 0.002 |
| Whittaker Family Interests | 281,320 | 0.086 |
| Steven Underwood | 38,385 | 0.012 |
| Robert Hough | 50,000 | 0.015 |
| Stephen Wild | 3,554 | 0.001 |
| Total | 97,949,409 | 29.959 |
As at the close of business on 5 August 2026 (being the last Business Day prior to the publication of this announcement) and other than as set out in this announcement, neither BidCo, its directors nor, so far as BidCo is aware, any persons acting in concert with it (within the meaning of the Takeover Code) has:
(a) an interest in, or right to subscribe for, any Harworth Shares;
(b) 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;
(c) 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;
(d) 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
(e) entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
Furthermore, no arrangement exists with BidCo in relation to Harworth Shares. For these purposes, an “arrangement” includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Harworth Shares which may be an inducement to deal or refrain from dealing in such securities.
11. Delisting, Cancellation and Compulsory Acquisition
If BidCo receives acceptances under the 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 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 Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Harworth Shares to which the 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.
12. Overseas Harworth Shareholders
The availability of the Offer to Harworth Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas Harworth Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
13. Documents on display
Copies of this announcement will be published on the Peel Group’s website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.peel.co.uk and in any event by no later than 12 noon 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.
14. General
Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement.
The Offer will be on the terms and subject to the Conditions set out herein and in Appendix 1, and to be set out in the Offer Document.
The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act.
The Offer and acceptances thereof will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable rules of the Takeover Code, the Listing Rules and the London Stock Exchange.
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and, in respect of certificated Harworth Shares, the Form of Acceptance.
Please be aware that addresses, electronic addresses and certain other information provided by Harworth Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Harworth may be provided to BidCo during the course of the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.