Response to increased cash offer by Peel Bidco

On 16 September 2026, Peel Pepper (UK) Limited ("Peel Bidco") announced an increase to the cash consideration payable under the terms of its offer for Harworth from 172.5 pence per Harworth Share to 177.5 pence per Harworth Share (the "Revised Offer"). On 17 September 2026, Peel Bidco announced that it had acquired Harworth Shares which resulted in its and its concert parties’ aggregate holding of Harworth Shares increasing from 29.96% to 30.00% and that, as a consequence, it is required under the Code to convert its voluntary offer into a mandatory offer under Rule 9 of the Code.

The Board of Harworth (the "Harworth Board") has, together with its advisers, carefully considered the Revised Offer and remains unanimous and unequivocal in its rejection of the Revised Offer which, in its view, significantly undervalues Harworth and its near- and longer-term prospects.

THE HARWORTH BOARD RECOMMENDS UNANIMOUSLY THAT HARWORTH SHAREHOLDERS WHO HAVE NOT ACCEPTED THE REVISED OFFER DO NOT DO SO AND THAT HARWORTH SHAREHOLDERS WHO HAVE ALREADY ACCEPTED THE REVISED OFFER WITHDRAW THEIR ACCEPTANCES AS SOON AS POSSIBLE.

TO REJECT THE REVISED OFFER, HARWORTH SHAREHOLDERS WHO HAVE NOT ACCEPTED IT NEED TAKE NO ACTION - SIMPLY DO NOT RETURN THE FORM OF ACCEPTANCE OR SUBMIT AN ELECTRONIC ACCEPTANCE IN CREST.

HARWORTH SHAREHOLDERS ARE FURTHER ADVISED NOT TO SELL ANY HARWORTH SHARES TO PEEL BIDCO.

The Harworth Board believes that the Revised Offer:

at a 17.4% discount to its EPRA NDV of 214.8 pence per Harworth Share as at 30 June 2026, significantly undervalues Harworth;

fails to recognise the potential embedded value across Harworth’s portfolio not captured in the EPRA NDV, including its hyperscale data centre pipeline, industrial & logistics development opportunities and other identified sources of incremental value;

does not take account of Harworth’s acceleration of key initiatives to create a simpler, lower-cost and higher-returning platform, including Harworth’s cost savings programme which is expected to deliver at least £7.4 million of annualised run-rate savings by the end of 2028, as detailed in Harworth’s announcement on 15 September 2026.

Harworth continues to demonstrate progress in delivering on its strategy, unlocking value across its portfolio:

Harworth today announces it is targeting the exchange of a conditional contract for Site 2 (as referred to in the Response Document) during Q4 2026 and completion and receipt of cash proceeds by the end of December 2028, demonstrating tangible progress in unlocking its substantial hyperscale data centre pipeline;

Harworth is also today announcing that it has completed the sale of a 40-acre strategic land site in St Helens, Merseyside, to Tritax Big Box Developments, in line with book value, a further demonstration of Harworth’s ability to realise value from its portfolio; and

the cost savings programme approved by the Harworth Board in July is expected to achieve total annualised run rate cost savings of at least £7.4 million by the end of 2028, of which £1.3 million has already been realised through a headcount reduction programme initiated earlier this year and 94% is planned to be achieved by the end of 2027

As set out in the Response Document, the Harworth Board is accelerating key initiatives to create a simpler, lower-cost and higher-returning platform through:

reallocating capital to become a pure play powered land and industrial & logistics specialist and exiting the residential sector;

refocusing on strategic land, enabling works and selective development to maximise returns;

sizing the Investment Portfolio to support funding, while recycling to optimise returns; and

aligning Harworth's operating model and cost base with a pure play powered land and industrial & logistics approach.

As previously announced, the Harworth Board will consider returning some or all of the surplus capital from sales of material assets to Harworth Shareholders so that they benefit directly from the value creation initiatives as they are executed.

The Harworth Board continues to believe that the Revised Offer is timed to take advantage of the current material dislocation between Harworth's share price and the value of its underlying assets, driven by macroeconomic factors affecting the UK listed real estate sector as a whole. The Harworth Board believes that Peel Bidco seeks to extract for itself the value upside from future returns derived from the capital invested by Harworth in its data centre and industrial & logistics pipeline over the last few years and the accelerated key initiatives, all at the expense of other Harworth Shareholders. Furthermore, Peel Bidco also stands to benefit from expected savings on Stamp Duty Land Tax equivalent to approximately £30.7 million or 9.5 pence per Harworth Share, by acquiring Harworth by way of a takeover offer (as opposed to direct property transactions), and from significant cost savings announced by Harworth on 15 September.

The Harworth Directors, who have been so advised by Barclays and Peel Hunt as to the financial terms of the Revised Offer, do not consider the terms of the Revised Offer to be fair and reasonable. Accordingly, the Harworth Directors believe that the Revised Offer is not in the best interests of Harworth Shareholders as a whole. In providing their advice to the Harworth Directors, Barclays and Peel Hunt have taken into account the commercial assessments of the Harworth Directors. Barclays and Peel Hunt are providing independent financial advice to the Harworth Directors for the purposes of Rule 3 of the Code.

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

Disclaimers