Harworth Group (LON: HWG), a UK land and property regenerator that turns former industrial sites into data-centre, logistics and residential schemes, saw its board unanimously reject Peel Bidco’s revised 177.5p-a-share cash offer earlier today. The board urged shareholders to take no action and to withdraw any acceptances already made.
Harworth shares closed yesterday at 178.4p, above Peel’s 177.5p offer price.
Peel Bidco first offered 172.5p a share on the 6th of August and raised that to 177.5p on Wednesday. Its stake purchases yesterday pushed its holding to exactly 30.00% of Harworth’s voting shares, a threshold that automatically triggers a mandatory bid under Rule 9 of the Takeover Code, fixing a deadline of 1pm on the 25th of October for shareholders to accept or reject the offer.
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The board, advised by Barclays and Peel Hunt, says 177.5p is a 17.4% discount to Harworth’s EPRA NDV, a measure of net asset value, of 214.8p a share as at 30 June. Peel says the offer carries a 40% premium to Harworth’s three-month volume-weighted average share price.
Alongside its rejection, Harworth cited plans to sign a hyperscale data-centre agreement this quarter, the sale of a St Helens site to Tritax Big Box Developments, and at least £7.4 million in annualised cost savings by the end of 2028.
The board put its recommendation in the plainest terms:
The Harworth board recommends unanimously that Harworth shareholders who have not accepted the revised offer do not do so and that Harworth shareholders who have already accepted the revised offer withdraw their acceptances as soon as possible.
Peel has said reaching 75% would let it seek a delisting, and 90% would let it compulsorily acquire the remaining shares, leaving shareholders to decide by the deadline whether to hold out or accept a price their own board has rejected.
