Statement re Harworth’s response to Bidco's offer
BidCo criticises Harworth's H1 results and reiterates 172.5p cash offer, questioning management's strategy and returns.
- EPRA NDV per share H1 2026 214.8 pence (prior down 4.3%)
- Statutory NAV per share H1 2026 206.5 pence (prior down 4.2%)
- Total accounting return last 18 months -1.4%
- Headline rental income down 6.0% (prior H1 2025)
- Offer price per share 172.5 pence
- Total offer value £582.88 million
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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.
A further announcement will be made in due course.
Dealing and Opening Position Disclosure Requirements
Appendix 1 BASES OF CALCULATION AND SOURCES OF INFORMATION
- 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").
- 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.
- 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".
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.