Acceptance Level Update

BidCo now controls over 61% of Harworth; final offer deadline is 25 October 2026.

What the company is saying

Goodweather Holdings Limited, through Peel Pepper (UK) Limited (BidCo), is providing a detailed update on the acceptance levels for its recommended increased best and final cash offer for Harworth Group plc. The company outlines the progression of its offer, which has increased from 172.5 pence to a final 187 pence per share, and emphasizes that the Harworth Board unanimously recommends acceptance. BidCo discloses that as of 25 September 2026, it and its concert parties control 200,709,637 shares, or 61.38% of Harworth’s issued capital, and that total valid acceptances (including deemed acceptances) reach 200,856,373 shares, or 61.43%. The announcement stresses urgency for remaining shareholders to accept by the 25 October 2026 deadline and details the procedural steps for both certificated and CREST shareholders. The tone is formal and procedural, focusing on compliance with the Takeover Code and providing granular ownership and acceptance data. Named individuals with significant interests include John Whittaker (President of the Peel Group), Steven Underwood, Robert Hough, and Stephen Wild.

What the data suggests

BidCo’s control of 61.38% of Harworth’s issued share capital, as of 25 September 2026, surpasses the 50% threshold required for the offer to become unconditional, though the formal Acceptance Condition is not yet satisfied until the deadline passes. Valid acceptances received directly total 2,214,795 shares (0.68%), while 97,888,439 shares (29.94%) are from persons acting in concert, indicating that the bulk of BidCo’s control is through concert party holdings and prior acquisitions rather than new acceptances since the final offer. The total of 200,856,373 shares (61.43%) either owned or accepted by BidCo demonstrates a clear path to control, but the process remains open until 1.00 p.m. on 25 October 2026. The offer price has increased twice, from 172.5 pence to 177.5 pence, and finally to 187 pence per share, reflecting competitive or strategic pressure. Named director and related party holdings are precisely disclosed, with John Whittaker and close relatives holding 220,350 shares, and other directors and related entities holding smaller but specified amounts. No financial performance data for Harworth Group is disclosed; the focus is entirely on share ownership and procedural compliance.

Analysis

The announcement is a factual update on the status of a recommended cash offer for Harworth Group plc, providing detailed numerical disclosure of shareholdings, acceptances, and procedural steps. The language is procedural and neutral, with no promotional or exaggerated claims about future benefits or synergies. The only forward-looking statements relate to the deadline for acceptances and the satisfaction of the acceptance condition, both of which are standard in takeover processes and not aspirational. The capital intensity flag is set to true because the transaction involves a large cash outlay for the acquisition, but this is inherent to the nature of the offer and is not paired with any claims of immediate earnings impact or operational transformation. There is no narrative inflation or overstatement; all key claims are supported by precise figures. The gap between narrative and evidence is negligible, as the announcement sticks to verifiable facts and timelines.

Risk flags

• ●There is a risk that not all remaining shareholders will accept the offer by the 25 October 2026 deadline, potentially complicating full control or squeeze-out procedures, though BidCo already exceeds the 50% threshold.
• ●The announcement provides no financial or operational data for Harworth Group plc, leaving investors unable to assess the underlying value or performance of the business being acquired; this limits transparency on the rationale for the offer price.
• ●The reliance on concert party holdings and deemed acceptances means that the proportion of independent shareholder support is unclear, which could affect perceptions of the offer’s legitimacy or future governance alignment.
• ●While the Harworth Board unanimously recommends the offer, no documentary evidence or board minutes are provided, so the depth of board support cannot be independently verified.

Bottom line

BidCo, backed by Peel Holdings, now controls over 61% of Harworth Group and is urging remaining shareholders to accept its final 187 pence per share cash offer by 25 October 2026. The process is procedurally advanced, with the acceptance threshold for control already surpassed, but the offer remains open and not yet unconditional until the deadline. The announcement is comprehensive on shareholdings and acceptance mechanics but provides no insight into Harworth’s financial health or the strategic rationale behind the escalating offer prices. Investors should recognize that while the transaction is highly likely to complete, the absence of operational or financial data means the attractiveness of the offer rests solely on the disclosed price and the board’s stated support. The most important takeaway is that the window for action is closing and that BidCo’s control is already decisive, but independent shareholders have limited information to assess intrinsic value beyond the offer terms.

Announcement summary

(LSE:HWG) Goodweather Holdings Limited provides an update on acceptance levels for the recommended increased best and final cash offer for Harworth Group plc by Peel Pepper (UK) Limited, a company indirectly wholly-owned by Peel Holdings Group Limited. On 6 August 2026, Peel Pepper (UK) Limited (BidCo) announced a cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth Group plc not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 172.5 pence per Harworth Share. On 16 September 2026, BidCo announced an increased cash offer at 177.5 pence per Harworth Share. On 17 September 2026, BidCo and persons acting in concert acquired Harworth Shares representing 30.00 per cent. of the voting share capital, making the offer mandatory under Rule 9.1(a) of the Takeover Code. On 25 September 2026, BidCo announced a further increased best and final cash offer at 187 pence per Harworth Share, which the Harworth Board unanimously recommended as fair and reasonable. As of 3.00 p.m. (London time) on 25 September 2026, BidCo and persons acting in concert hold 200,709,637 Harworth Shares, representing approximately 61.38 per cent. of Harworth's entire issued share capital. BidCo had received valid acceptances of the Offer in respect of 2,214,795 Harworth Shares, representing approximately 0.68 per cent. of Harworth's existing issued share capital. BidCo had received, or is deemed to have received, valid acceptances in respect of 97,888,439 Harworth Shares from persons acting in concert, representing approximately 29.94 per cent. of Harworth's issued share capital. In total, BidCo owns or has received, or is deemed to have received, valid acceptances in respect of 200,856,373 Harworth Shares, representing approximately 61.43 per cent. of Harworth's issued share capital. As at 3.00 p.m. on 25 September 2026, BidCo had received valid acceptances from approximately 1,236 individual Harworth Shareholders. Rothschild & Co Global Markets Solutions Limited is seeking to purchase shares on behalf of BidCo at or below the Best and Final Offer price of 187 pence per Harworth Share. Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to do so as soon as possible and no later than 1.00 p.m. (London time) on 25 October 2026. The Acceptance Condition will be satisfied if valid acceptances have been received by no later than 1.00 p.m. on 25 October 2026 in respect of such number of Harworth Shares as shall, when aggregated with any Harworth Shares acquired or unconditionally agreed to be acquired, represent more than 50 per cent. (50%) of the voting rights. As at close of business on 25 September 2026, the interests of BidCo Directors and their immediate families and related trusts in Harworth Shares were: 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 include: BidCo 102,760,228; Goodweather 95,881,350; The Trustees of The Tokenhouse Pension Scheme 509,000; Cheeseden Investments Limited 703,000; Bexton Croft 1 Limited 82,000; Carr Laund 2 Limited 65,350; Castlewood Holdings 1 Limited 44,700; DPP Limited 285,000; Mug Shot 1 Limited 5,750. Save as set out, neither BidCo, the BidCo Directors, their immediate families, related trusts, nor any person acting in concert had any other interest, right to subscribe, short position, irrevocable commitment, or dealing arrangement in Harworth Shares as at close of business on 25 September 2026.

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