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Response to unsolicited offer

In brief · summary, not quotable

Harworth Board unanimously rejects unsolicited takeover offer from Peel at 172.5p per share as undervaluing the company.

  • Offer price per share 172.5p
  • Average Total Accounting Return (5 years) 8.1%
  • Power-enabled land bank 0.8GW
  • Industrial & logistics pipeline 35m sq ft
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The Board of Harworth ("Board"), supported by its advisers, has carefully considered yesterday's announcement by Peel Pepper (UK) Limited ("Peel Pepper"), a company indirectly wholly owned by Peel Holdings Group Limited ("Peel"), regarding an unsolicited firm offer for Harworth at a price of 172.5p per Harworth share in cash (the "Offer"). The Board had no substantive engagement with Peel Pepper or Peel about any offer before their announcement yesterday.

The Board is unanimous and unequivocal in its rejection of the Offer which, in its view, fundamentally undervalues Harworth and its near and longer-term prospects. The Board also believes that the Offer has been opportunistically timed to take advantage of a material dislocation between Harworth's share price and the value of its underlying assets, driven predominantly by macroeconomic factors.

The Board remains confident in Harworth's ability to deliver attractive long-term returns for shareholders, as demonstrated by the Group delivering an average 8.1% Total Accounting Return over the past five years.

In its Half Year Trading Update announced on 5 August 2026, Harworth confirmed that it was in advanced negotiations on a second hyperscale data centre transaction, with the potential to deliver significant value gains, and that it was seeing increased momentum across its industrial & logistics pipeline, underpinned by strong occupier demand. This underscores the Board's belief that there is embedded value in Harworth's 0.8GW power-enabled land bank that is still to be realised.

The Group also confirmed that, due to the scale and strength of opportunities across its 35m sq ft industrial & logistics and 0.8GW powered land and development pipeline, it is accelerating its reallocation of capital to higher returning opportunities aligned to powered land and industrial growth sectors. As part of this, a medium-term business plan with cost reductions has already been approved in principle by the Board. The Board believes that together these actions will create a simpler, lower-cost and higher-returning platform to deliver sustainable future growth for shareholders.

Harworth's Half Year Results announcement is scheduled for 15 September 2026.

The Board will be writing to shareholders with its formal response to the Offer once Peel Pepper's offer document has been posted. In the meantime, shareholders are strongly advised to take no action.

Further announcements will be made as and when appropriate.

Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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