Peel triggers mandatory offer for Harworth after stake hits 30%
The move follows Peel’s purchase of a further 137,669 Harworth shares on 17 September, but Harworth’s board has unanimously rejected the 177.5p-a-share bid and urged shareholders not to accept it.
Peel’s newly obtained 30% ownership means that under UK acquisition rules, it is now required to make an offer for the rest of the company.
The mandatory offer is priced at 177.5p per share – the increased price announced by Peel on Wednesday, up from its original 172.5p offer.
Peel said the offer represents a 40% premium to Harworth’s three-month volume-weighted average share price.
The bidder is continuing to seek shares in the market at up to 177.5p, with Rothschild & Co Global Markets Solutions acting on its behalf.
Harworth shareholders now have until 25 October to accept the offer, unless Peel brings the deadline forward.
Peel needs to secure more than 50% of Harworth’s voting rights for the offer’s acceptance condition to be met.
If its stake reaches 75%, has Peel said it intends to seek the cancellation of Harworth’s listing on the London Stock Exchange.
If it reaches 90%, it intends to use compulsory acquisition provisions to buy the remaining shares, subject to the relevant legal requirements.
In response, Harworth’s board has unanimously rejected the increased offer, telling shareholders who have not accepted it not to do so and advising those who have already accepted to withdraw their acceptances.
It said the 177.5p offer represented a 17.4% discount to its EPRA net development value of 214.8p per share as at 30 June, and failed to reflect potential value in its data centre pipeline and industrial and logistics development opportunities.
The company has also pointed to progress in unlocking value from its portfolio, including plans to exchange a conditional contract for a hyperscale data centre site in the fourth quarter of this year, with completion and cash proceeds expected by the end of 2028.
Harworth has also completed the sale of a 40-acre strategic land site in St Helens to Tritax Big Box Developments, in line with book value.
Additionally, Harworth said its cost-saving programme is expected to deliver at least £7.4m of annualised savings by the end of 2028, with £1.3m already realised.
Commenting on the Defence Document, a spokesperson for Peel said: “Harworth’s defence document highlights rather than addresses the issues faced by the Company.
“It announced a further decline in NAV and cash flow, while remaining silent on the Company’s short-to-medium term outlook.
“Instead, it flags a new strategy lacking credibility but promising ‘long term’ returns for shareholders. Peel’s revised offer provides shareholders with the certainty at completion of a highly attractive cash alternative at a fair price and 40% premium.”
