BidCo offers 172.5 pence per share, representing a 36% premium
LONDON: Peel Pepper (UK) Limited, a company indirectly wholly-owned by Peel Holdings Group Limited, announced a cash offer on Wednesday to acquire Harworth Group PLC for approximately £582.88 million, representing a 36% premium to the three-month volume-weighted average share price.
The offer of 172.5 pence per Harworth share values the entire issued and to-be-issued share capital of the regeneration and development company at roughly £582.88 million, according to a statement from the company.
The Offer
BidCo, established as an acquisition vehicle for the transaction, already holds significant interest in Harworth through Goodweather Holdings Limited, another wholly-owned Peel Holdings subsidiary. Goodweather and its concert parties currently own 97,949,409 Harworth shares, representing approximately 29.96% of the existing issued share capital.
The cash offer represents a premium of:
· 20.1% to the closing price of 143.6 pence per share on Aug. 5, the last business day before the offer period commenced
· 36.9% to the volume-weighted average price over the one-month period ended Aug. 5
· 36.0% to the volume-weighted average price over the three-month period ended Aug. 5
The offer remains subject to valid acceptances representing more than 50% of the voting rights normally exercisable at a general meeting of Harworth.
Rationale for the Bid
The Peel Group, a long-term investor in Harworth with over 50 years of experience in UK land and property regeneration, believes the company’s assets would be best owned, managed and developed under full control of Peel Holdings.
BidCo cited concerns about Harworth’s financial sustainability in its rationale, pointing to the company’s increasing administrative cost base and net interest expense, which significantly exceed recurring rental income. For the financial year ended Dec. 31, 2025, Harworth reported administrative expenses of £36.34 million and net interest expenses of £10.6 million, while investment portfolio passing rental income stood at £14.70 million.
Harworth has delivered annualised total accounting returns of just 4.2% per annum over the last four accounting years, comprising dividends of 0.8% per annum and growth in EPRA NDV per share of 3.4% per annum.
BidCo further noted that Harworth’s EPRA NDV for the first half of 2026 is expected to fall below Dec. 31, 2025 levels, meaning annualised cumulative total accounting returns since Dec. 31, 2021 were below 4% per annum.
Harworth’s Position
Harworth owns and manages a portfolio primarily comprising modern industrial and logistics investment properties and strategic land holdings located principally in the North of England and the Midlands. As of Dec. 31, 2025, the portfolio was weighted 70% to Industrial & Logistics, 27% to Residential and 3% to Natural Resources and other.
The company owns over 15,000 acres of land with the potential to develop more than 35 million square feet of employment space and enable over 29,000 homes across the North of England and the Midlands.
For the year ended Dec. 31, 2025, Harworth reported revenue of £129.7 million and profit after tax of £9.5 million, according to company filings .
Company Background
BidCo is a private limited company incorporated in England and Wales and is indirectly wholly-owned by Peel Holdings. The Peel Group is one of the UK’s leading investors across real estate and infrastructure-related sectors, with a strong track record of delivering large-scale regeneration projects including MediaCity and TraffordCity.
The Peel Group’s principal activities include investment in, ownership, development and management of real estate, including urban regeneration, housebuilding, strategic land, retail and logistics, together with critical infrastructure businesses and investments including ports, energy and utilities.
The Offer Document and Form of Acceptance containing further details will be dispatched to Harworth shareholders as soon as reasonably practicable and in any event within 28 days of the announcement. BidCo may seek the consent of Harworth’s directors to dispatch the documents within 14 days.
