Harworth Group PLC - Response to unsolicited offer

Harworth Group plc

('Harworth' or the 'Group')

Response to unsolicited offer

The Board of Harworth ("Board"), supported by its advisers, has carefully considered yesterday's announcement by Peel Pepper (UK) Limited ("Peel Pepper"), a company indirectly wholly owned by Peel Holdings Group Limited ("Peel"), regarding an unsolicited firm offer for Harworth at a price of 172.5p per Harworth share in cash (the "Offer"). The Board had no substantive engagement with Peel Pepper or Peel about any offer before their announcement yesterday.

The Board is unanimous and unequivocal in its rejection of the Offer which, in its view, fundamentally undervalues Harworth and its near and longer-term prospects. The Board also believes that the Offer has been opportunistically timed to take advantage of a material dislocation between Harworth's share price and the value of its underlying assets, driven predominantly by macroeconomic factors.

The Board remains confident in Harworth's ability to deliver attractive long-term returns for shareholders, as demonstrated by the Group delivering an average 8.1% Total Accounting Return over the past five years.

In its Half Year Trading Update announced on 5 August 2026, Harworth confirmed that it was in advanced negotiations on a second hyperscale data centre transaction, with the potential to deliver significant value gains, and that it was seeing increased momentum across its industrial & logistics pipeline, underpinned by strong occupier demand. This underscores the Board's belief that there is embedded value in Harworth's 0.8GW power-enabled land bank that is still to be realised.  

The Group also confirmed that, due to the scale and strength of opportunities across its 35m sq ft industrial & logistics and 0.8GW powered land and development pipeline, it is accelerating its reallocation of capital to higher returning opportunities aligned to powered land and industrial growth sectors. As part of this, a medium-term business plan with cost reductions has already been approved in principle by the Board. The Board believes that together these actions will create a simpler, lower-cost and higher-returning platform to deliver sustainable future growth for shareholders.

Harworth's Half Year Results announcement is scheduled for 15 September 2026.

The Board will be writing to shareholders with its formal response to the Offer once Peel Pepper's offer document has been posted. In the meantime, shareholders are strongly advised to take no action.

Further announcements will be made as and when appropriate.

Enquiries

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

Disclaimer

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Harworth and no one else in connection with the Offer and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer any other matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Harworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.harworthgroup.com/investors by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who at the relevant time is interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or any securities exchange offeror must make a public Opening Position Disclosure (i) after the commencement of an offer period; and (ii) if later, after the announcement that first identifies any securities exchange offeror. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is (or as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or any securities exchange offeror must make a public Dealing Disclosure if the person deals in any relevant securities of the offeree company or any securities exchange offeror during an offer period. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally be deemed to be a single person for the purpose of this Rule 8.3 of the Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.