Acceptance Level Update
Peel Pepper raises cash offer for Harworth to 187 pence per share; 61.43% acceptance reported.
- Offer price 187 pence per share
- Shares held or accepted by BidCo 200,856,373 (61.43% of issued capital)
- Third-party acceptances received 2,214,795 shares (0.68% of issued capital)
- Individual shareholders accepted approximately 1,236
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PEEL PEPPER (UK) Limited, A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED
Update on Acceptance Levels
Harworth Shareholders who have not yet accepted the Best and Final 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").
On 17 September 2026, BidCo announced that BidCo and persons with whom it is acting in concert had acquired Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth and that, accordingly, the Revised Offer became a mandatory offer pursuant to Rule 9.1(a) of the Takeover Code.
On 25 September 2026, BidCo announced the terms of an increased best and final cash offer for 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 187 pence per Harworth Share (the "Best and Final Offer"). BidCo also announced that the Harworth Board considered the terms of the Best and Final Offer to be fair and reasonable, and unanimously recommended that Harworth Shareholders accept the Best and Final Offer.
Update on Acceptance Levels
BidCo and other persons acting in concert with BidCo currently hold 200,709,637 Harworth Shares representing approximately 61.38 per cent. of Harworth's entire issued share capital.
In accordance with Rule 17 of the Takeover Code, BidCo announces that, as at 3.00 p.m. (London time) on 25 September 2026, BidCo had received valid acceptances of the Offer in respect of a total of 2,214,795 Harworth Shares, representing approximately 0.68 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 200,856,373 Harworth Shares, representing approximately 61.43 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 25 September 2026, BidCo had received valid acceptances from approximately 1,236 individual Harworth Shareholders.
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 Best and Final Offer price of 187 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.
Action to be taken by Harworth Shareholders
Harworth Shareholders who have not yet accepted the Best and Final 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 Best and Final 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 Best and Final 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 (and as will be set out in the Best and Final Offer Document), the Acceptance Condition shall be satisfied if valid acceptances of the Best and Final 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 Best and Final 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 | 220,350 |
| 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 | 102,760,228 |
| 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 |
an interest in, or right to subscribe for, any Harworth Shares;
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;
Dealing and Opening Position Disclosure Requirements
Requesting hard copy documents
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.