Peel Pepper (UK) Limited ("BidCo"), a company indirectly wholly-owned by Peel Holdings Group Limited, has announced that its recommended unconditional Best and Final cash offer for Harworth Group plc will close for acceptances at 1:00 p.m. on 10 November 2026. Having secured acceptances and existing holdings representing approximately 96.84 per cent. of Harworth's issued share capital, BidCo has confirmed it will exercise compulsory acquisition rights under the Companies Act to acquire remaining shares. Harworth Group, a UK-listed property regeneration business, is set to be delisted from the London Stock Exchange's Main Market on 11 November 2026 and subsequently re-registered as a private limited company.

Key Points

  • Goodweather Holdings Limited (HWG) holds 95,881,350 Harworth Group plc shares as a concert party to BidCo
  • BidCo and concert parties control approximately 96.84 per cent. of Harworth's 336,045,315 issued shares as at 26 October 2026
  • Best and Final Offer closes at 1:00 p.m. on 10 November 2026; delisting from London Stock Exchange expected on 11 November 2026
  • Investors should watch for dispatch of compulsory acquisition notices and confirmation of re-registration as a private company

BidCo Reaches 96.84 Per Cent. Control of Harworth Group, Triggering Compulsory Acquisition Under Companies Act

As at 12:00 p.m. on 26 October 2026, BidCo and persons acting in concert with it held or had received valid acceptances in respect of a total of 325,427,617 Harworth shares, equating to approximately 96.84 per cent. of Harworth's issued share capital of 336,045,315 shares. This figure comprises BidCo's own holding of 199,012,045 shares, Goodweather Holdings Limited's 95,881,350 shares, and further acceptances of 30,534,222 shares received as at that date. Having exceeded the 90 per cent. threshold required under Chapter 3 of Part 28 of the Companies Act, BidCo has confirmed it will proceed with compulsory acquisition of all remaining Harworth shares not yet tendered.

Compulsory Acquisition Notices to Be Dispatched to Non-Assenting Harworth Shareholders

BidCo states it expects to shortly dispatch formal compulsory acquisition notices to shareholders who have not validly accepted the Best and Final Offer, issued under sections 979 and 980 of the Companies Act. Non-assenting shareholders who do not successfully apply to the Court within six weeks of the notices being posted will have their shares compulsorily acquired by BidCo on the same terms as the Best and Final Offer. The announcement notes that consideration for compulsorily acquired shares will be held by Harworth as trustee on behalf of those shareholders until the procedure is complete, which is expected to take a minimum of six weeks from the posting of the notices.

Harworth Group Delisting Scheduled for 11 November 2026 Ahead of Private Re-Registration

Subject to applicable London Stock Exchange requirements, cancellation of Harworth Group's admission to trading on the Main Market is anticipated to take effect on 11 November 2026, with no share transfers to be registered after 6:00 p.m. on that date. Following delisting, the announcement states that Harworth is intended to be re-registered as a private limited company as soon as practicable. The announcement warns that any shareholders whose shares are not compulsorily acquired would become minority holders in a majority-controlled private company, potentially unable to sell their shares, with no certainty over future dividends or equivalent disposal opportunities.

Rothschild & Co Advising BidCo as Acceptance Deadline Approaches for Remaining Harworth Holders

N.M. Rothschild & Sons Limited is acting as sole financial adviser to BidCo in connection with the offer, with Travers Smith LLP serving as legal adviser and Sodali & Co acting as communications adviser. Shareholders holding certificated shares are directed to complete and return a form of acceptance, whilst those holding shares in CREST are instructed to submit a TTE instruction electronically. The announcement confirms that shareholders who accepted the Original Offer published on 26 August 2026 are automatically deemed to have accepted the Best and Final Offer. Settlement for further acceptances received before the deadline will be effected within 14 calendar days of receipt.