Delisting and Cancellation of Trading HWG Shares

14 October 2026

Harworth Group plc

(‘Harworth’)

DELISTING AND CANCELLATION OF TRADING OF HARWORTH SHARES

1. Introduction

On 25 September 2026, Peel Pepper (UK) Limited ("BidCo") announced the terms of an increased best and final cash offer for Harworth at a price of 187 pence per Harworth Share (the "Best and Final Offer"). BidCo also announced that the Harworth Board considered the terms of the Best and Final Offer to be fair and reasonable and unanimously recommended that Harworth Shareholders accept the Best and Final Offer.

On 29 September 2026, BidCo announced that the Best and Final Offer had become and was declared unconditional.

On 2 October 2026, BidCo published an offer document setting out the full terms of the Best and Final Offer (the "Best and Final Offer Document"). Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Best and Final Offer Document. 

2. Delisting and cancellation of trading

The Harworth Board notes BidCo's announcement that, as described in paragraph 12 of Part I of the Best and Final Offer Document, now that BidCo (together with its concert parties) holds 75 per cent. or more of the voting rights of Harworth, BidCo will procure that Harworth applies to the FCA and the London Stock Exchange (the "LSE"), respectively, to cancel the listing of Harworth Shares on the FCA's Official List and to cancel the admission to trading in Harworth Shares on the LSE's Main Market. 

Under UKLR 21.2.13R, Harworth announces that the notice period for the cancellation of listing and admission to trading of Harworth Shares has now commenced, and cancellation of listing and admission to trading of Harworth Shares is expected to take effect at 8.00 a.m. on 12 November 2026.  The cancellation of the listing of Harworth Shares on the Official List and the cancellation of trading in Harworth Shares on the Main Market will significantly reduce the liquidity and marketability of any Harworth Shares in respect of which the Best and Final Offer has not been accepted at that time.

Any remaining Harworth Shareholders (unless their Harworth Shares are acquired by BidCo pursuant to the provisions of Chapter 3 of Part 28 of the Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Harworth Shares. There can be no certainty that Harworth would pay any further dividends, or other distributions, or that such minority Harworth Shareholders would again be offered an opportunity to sell their Harworth Shares on terms which are equivalent to or no less advantageous than those under the Best and Final Offer.

3. Best and Final Offer remains open

The Best and Final Offer will remain open for acceptance until further notice. Subject to giving at least 14 days' notice, BidCo can close the Best and Final Offer at any point, following which Harworth Shareholders who have not accepted the Best and Final Offer will be unable to accept the Best and Final Offer.

For further information

Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.

Disclaimers

Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Harworth and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Harworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.