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Peel Group launches unsolicited £582.9m hostile cash offer for Harworth Group

Hussain Jeddy · 6 August 2026

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On 6 August 2026, Peel Pepper (UK) Limited announced an unsolicited cash offer of 172.5p per share for Harworth Group plc, valuing the company's full issued share capital at approximately £582.88m. Thats a 20.1% premium to Harworth's prior-day closing price, and 36.0% to its three-month VWAP (Volume-Weighted Average Price. It is a trading tool that shows the average price a stock trades at all day, based on both price and how many shares trade). Harworth's board says it had no substantive engagement with Peel before the announcement.

Harworth is a UK regeneration, strategic land and property development business (involved in Industrial and Logistics, Residential, and Natural Resources sectors), with a c.15,000-acre portfolio concentrated in Yorkshire, the Midlands and North West England. Its FY2025 revenue was £129.7m, with profit after tax at £9.5m. Peel Group is a 50 year old, privately held UK real estate and infrastructure investor, known for MediaCityUK and TraffordCity. Furthermore, through its subsidiary 'Goodweather Holdings', it already holds 29.96% of Harworth's shares, making it Harworth's largest shareholder.

This is a takeover offer under Part 28 of the Companies Act 2006, and not a scheme of arrangement. It was announced as a firm cash offer directly to shareholders. This means it was an unsolicited, hostile approach, rather than a board-recommended deal. It is conditional on acceptances taking peel's stake over 50% of voting rights. If Peel reaches 75%, it intends to delist Harworth from the London Stock Exchange (LSE). At 90% it intends to use compulsory squeeze-out powers under Section 974-991 of the 2006 Companies Act. This allows a majority bidder, who successfully completes a takeover offer, to compulsorily buy out remaining minority shareholders who did not accept the bid, provided the bidder reaches a strict 90% ownership and voting threshold.

Notably, this is a self-funded offer. Full acceptance would require a maximum of £417.5m, to be paid entirely BidCo's own cash resources. The BidCo is a newly created company created specifically to make this takeover. Rothschild & Co, as financial adviser to BidCo, gave the Rule 2.7(d) cash confirmation that funds are available (a formal statement by a financial adviser or third party which proves the bidder has enough money to pay every shareholder if a cash takeover offer is fully accepted). On the target side, Barclays and Peel Hunt LLP are advising Harworth financially, with Allen & Overy Shearman Sterling LLP as legal adviser.

This matters because it is a rare, genuinely hostile, UK public bid, launched by an existing near 30% shareholder, rather than a new entrant. This case is a good vehicle for explaining the mechanics of a Part 28 takeover offer, as opposed to a scheme of arrangement, and to explain squeeze-out thresholds in this context.

Update — 29 August 2026

Peel has now published its formal offer document — the document that converts an unsolicited approach into a live, running Takeover Code process with statutory deadlines, at the original 172.5p-a-share, ~£582.9m terms. Harworth's board has restated, "unanimously and unequivocally," that it rejects the offer, and says it will publish its own defence circular to shareholders by 9 September 2026. Harworth has also pointed to a second hyperscale data-centre transaction it says is in progress, as part of its case that the bid undervalues the company.

This moves the situation from "unsolicited approach that might go nowhere" to a live, contested hostile bid with a running clock. If you own Harworth shares, there's now a real decision coming as Peel's document and Harworth's rebuttal, due by 9 September, both go to shareholders directly, and the outcome will most likely turn on that paperwork.

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