Mandatory Cash Offer for Harworth Group Plc

PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED

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.

On 9 September 2026, the Directors of Harworth published Harworth's response to the Offer along with Harworth's financial results for the six months ended 30 June 2026.

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 (the "Revised Offer Announcement") 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").

On 17 September 2026 BidCo acquired, through market purchases, interests in 137,669 Harworth Shares representing 0.04 per cent. of the voting share capital of Harworth. As a consequence of such purchases, BidCo and persons with whom it is acting in concert are interested in Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth and the Revised Offer is now required to be effected as a mandatory offer pursuant to Rule 9.1(a) of the Takeover Code.

BidCo believes that accepting the Revised Offer (or otherwise selling Harworth Shares to BidCo) will provide Harworth Shareholders with an attractive and fair valuation for each Harworth Share, in cash at completion, at a significant 40 per cent. premium to the 3-month volume-weighted average share price.

Share Purchases by BidCo

Rothschild & Co Global Markets Solutions Limited ("Rothschild & Co GMS"), acting on behalf of BidCo, is seeking to purchase shares on its behalf at or below the Revised Offer price of 177.5 pence per Harworth Share.

Harworth Shareholders who are interested in selling their shares to BidCo should contact the Rothschild & Co GMS team by telephone on +44 (0) 207 000 2000 or by email at gms_execution_sales_traders@rothschildandco.com.

Mandatory Offer

Under Rule 9 of the Takeover Code, BidCo is now required to make a mandatory cash offer for the Harworth Shares not already held by BidCo (or any persons acting in concert with it), at a price of 177.5 pence per Harworth Share (such price being no less than the highest price paid by BidCo (or any person acting in concert with it) for any Harworth Share during the 12 months prior to the date of this announcement).

BidCo therefore announces that the Revised Offer is now a mandatory cash offer (the "Mandatory Offer" and, unless the context otherwise requires, all references to the Offer and/or the Revised Offer in this announcement shall be references to the Mandatory Offer) for the entire issued and to be issued share capital of Harworth, not already owned by BidCo (or any persons acting in concert with it), at a price of 177.5 pence per Harworth Share.

In accordance with Rule 9 of the Takeover Code, all of the conditions set out in Part I of Appendix 1 to the Offer Document other than the Acceptance Condition in paragraph 1 of Part I of Appendix 1 shall immediately cease to apply (as will be set out in detail in the Revised Offer Document).

Harworth Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document (as will be set out in the Revised Offer Document), the Acceptance Condition shall be satisfied if valid acceptances of the Mandatory Offer have been received (and not validly withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date in respect of such number of Harworth Shares which, when aggregated with the Harworth Shares held by BidCo and its concert parties at the date of the Offer and any Harworth Shares acquired or agreed to be acquired by BidCo and its concert parties on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Harworth.

Acceptance Procedure

Acceptances of the Offer shall be deemed to be acceptances of the Mandatory 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 Mandatory Offer.

Harworth Shareholders who have not yet accepted the Mandatory Offer are urged to do so by signing and returning (i) the first form of acceptance accompanying the Offer Document dated 26 August 2026, or (ii) the second Form of Acceptance which will accompany the Revised Offer Document to be posted in due course (the "Second Form of Acceptance"), or by making an Electronic Acceptance, as soon as possible and, in any event, so as to be received or settled by no later than 1.00 p.m. (London time) on the Unconditional Date, which is 25 October 2026 or such earlier date as BidCo may specify in any Acceleration Statement unless, where permitted, it has withdrawn that statement.

Delisting, Cancellation and Compulsory Acquisition

If BidCo receives acceptances under the Mandatory 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 Mandatory 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 Mandatory 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.

Copies of this announcement, the Offer Document, the Revised Offer Announcement and the Revised Offer Document are (or will be) available free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, for inspection on BidCo's website at www.peel.co.uk/investor-notice/details during the course of the Mandatory Offer.

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