Offer Document and Investor Presentation
Peel Pepper (UK) Limited, a subsidiary of Peel Holdings Group, has published an Offer Document detailing its cash offer to acquire Harworth Group plc for 172.5 pence per share, valuing the company at approximately £582.88 million. This offer represents a premium of 20.1% to the closing price on August 5, 2026, and a higher premium to the one-month and three-month volume-weighted average prices. Peel Pepper believes Harworth's public listing and strategy have not generated adequate returns, citing a 3.9% annualised Total Accounting Return and increasing administrative expenses and finance costs, which have risen by 103.2% over four years. The offer aims to address Harworth's valuation discount and provide shareholders with liquidity and cash certainty.
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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:
| ● | Harworth's public listing and business strategy will not generate appropriate risk-adjusted returns for shareholders; |
| ● | Harworth's strategy has delivered annualised Total Accounting Return of just 3.9% over the last four financial years; |
| ● | 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; |
| ● | 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; |
| ● | Harworth's public market listing provides limited benefit and the concentrated shareholder register and low liquidity limits exit options for shareholders; and |
| ● | 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:
| ● | 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.
Dealing and Opening Position Disclosure Requirements
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.