Announcement Update on Day 21 Acceptance Level
Peel Pepper increased bid for Harworth to 177.5p per share; 30% acceptance achieved by day 21.
- Revised offer price 177.5 pence per share
- Original offer price 172.5 pence per share
- Shares held or accepted by BidCo 98,043,688 shares (29.99%)
- Independent acceptances received 2,162,338 shares (0.66%)
- Shareholder acceptances received approximately 1,090
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PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
Day 21 Update on Acceptance Levels
Harworth Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible and in any event, no later than 1.00 p.m. (London time) on 25 October 2026.
Introduction
On 6 August 2026, 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, announced 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 at a price of 172.5 pence per Harworth Share (the "Offer").
On 26 August 2026, BidCo published an offer document (the "Offer Document") setting out the full terms and conditions of the Offer. Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document. A copy of the Offer Document is available on BidCo's website at www.peel.co.uk/investor-notice/details.
On 16 September 2026, BidCo announced the terms of an increased cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 177.5 pence per Harworth Share (the "Revised Offer"). BidCo intends to publish a revised offer document setting out the full terms and conditions of the Revised Offer in due course (the "Revised Offer Document").
Day 21 Update on Acceptance Levels
As set out in the Offer Document, BidCo and other persons acting in concert with BidCo hold 97,949,409 Harworth Shares representing approximately 29.96 per cent. of Harworth's entire issued share capital.
Day 21 of the Offer was 16 September 2026. In accordance with Rule 17 of the Takeover Code, BidCo announces that, as at 3.00 p.m. (London time) on 16 September 2026, BidCo had received valid acceptances of the Offer in respect of a total of 2,162,338 Harworth Shares, representing approximately 0.66 per cent. of Harworth's existing issued share capital.
So far as BidCo is aware, BidCo had received, or is deemed to have received, valid acceptances in respect of 97,888,439 Harworth Shares from persons acting in concert with BidCo, representing approximately 29.94 per cent. of Harworth's issued share capital.
BidCo therefore owns or has received, or is deemed to have received, valid acceptances in respect of a total of 98,043,688 Harworth Shares, representing approximately 29.99 per cent. of Harworth's issued share capital, which may count towards satisfaction of the Acceptance Condition.
As at 3.00 p.m. (London time) on 16 September 2026, BidCo had received valid acceptances from approximately 1,090 individual Harworth Shareholders.
Action to be taken by Harworth Shareholders
Harworth Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible and in any event, no later than 1.00 p.m. (London time) on 25 October 2026.
Acceptances of the Offer shall be deemed to be acceptances of the Revised Offer in accordance with Parts IV and V of Appendix 1 to the Offer Document. Therefore, Harworth Shareholders who have already validly accepted (and not validly withdrawn) the Offer are not required to take any further action in respect of the Revised Offer.
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.
Harworth Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document, the Acceptance Condition shall be satisfied if valid acceptances of the Revised Offer have been received (and not validly withdrawn) by no later than 1.00 p.m. (London time) on 25 October 2026 (or such later time(s) and/or date(s) as BidCo may, with the consent of the Panel where required, decide) in respect of such number of Harworth Shares as shall, when aggregated with any Harworth Shares acquired or unconditionally agreed to be acquired (whether pursuant to the Revised Offer or otherwise) represent Harworth Shares carrying more than 50 per cent. (50%) of the voting rights then normally exercisable at a general meeting of Harworth Shareholders. Accordingly, the Acceptance Condition has not yet been satisfied.
Interests in Harworth Shares
BidCo Directors, immediate families, related trusts and connected persons
| Name | Number of Harworth Shares |
|---|---|
| John Whittaker and close relatives | 281,320 |
| Steven Underwood | 38,385 |
| Robert Hough | 50,000 |
| Stephen Wild | 3,554 |
Further Interests of BidCo and persons acting in concert with BidCo
| Name | Number of Harworth Shares |
|---|---|
| BidCo | 0 |
| Goodweather | 95,881,350 |
| The Trustees of The Tokenhouse Pension Scheme (1) | 509,000 |
| Cheeseden Investments Limited (2) | 703,000 |
| Bexton Croft 1 Limited (2) | 82,000 |
| Carr Laund 2 Limited (2) | 65,350 |
| Castlewood Holdings 1 Limited (2) | 44,700 |
| DPP Limited (2) | 285,000 |
| Mug Shot 1 Limited (2) | 5,750 |
| (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. |
Dealing and Opening Position Disclosure Requirements
Requesting hard copy documents
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