Harworth Group Plc · LSE:HWG
Harworth — Merger or Acquisition (September 2026)
17 slides from Harworth's merger presentation, Sep 16, 2026
Slide 1: Response to Harworth's Defence Circular
Response to Harworth’s Defence Circular 16 September 2026
Slide 2: Legal notices
Legal notices NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION This document is not, and should not be construed as, an offer to sell or the solicitation of an of
Slide 3: BidCo's Revised Offer and rationale
BidCo’s Revised Offer and rationale BidCo is increasing its cash offer to 177.5 pence, providing an attractive and certain cash solution at completion to shareholders at a fair valuation and 40% premium1, against the alternative of an investment in Harworth with an increasingly uncertain outlook and
Slide 4: Harworth's Defence Circular only confirms the issues faced by the Company
Harworth’s Defence Circular only confirms the issues faced by the Company and the uncertainty of the outlook ▪1 Harworth’s Defence Circular has failed to address BidCo’s fundamental questions previously raised ▪2 NAV is declining and in BidCo’s view will continue to face negative pressures ▪3 Operat
Slide 5: Net asset value declined by 4.3% over the last six months
1 Net asset value declined by 4.3% over the last six months and NDV adjusted for dilution from share options is now 208.8 pence Decline in EPRA NDV over six months Drivers of NAV decline over six months Actual diluted 1 Harworth is facing a continuation of the pressures highlighted Headline NDV meas
Slide 6: NAV is facing significant negative pressure going forwards (1/2)
2 NAV is facing significant negative pressure going forwards (1/2) Continued NAV pressure since 30 June 2026 Yields have widened since 30 June 2026 Gilts have risen sharply since June and leading real estate advisers are expanding yields, Harworth’s own valuer, JLL, has expanded UK industrial market
Slide 7: NAV is facing significant negative pressure going forwards (2/2)
2 NAV is facing significant negative pressure going forwards (2/2) Costs continue to pressure NAV Residential exit into a challenging market In BidCo’s view, selling £234m of residential land and 2021 2022 2023 2024 2025 LTM developments into a challenging market is unlikely to optimise returns for
Slide 8: Harworth is silent on the short-to-medium term outlook
3 Harworth is silent on the short-to-medium term outlook: an unrealistic existing target replaced with a highly unconvincing longer-term target Harworth’s total accounting return (“TAR”) is negative1 Actuals Short-to-medium term Company targets Harworth is silent on the Harworth’s TAR has short-term
Slide 9: Cashflow profile continues to worsen
4 Cashflow profile continues to worsen Overhead and financing costs increasingly continue to outpace headline rental income From 2021 to 2025, growth in The Company’s cash flow profile further administrative costs and net finance costs deteriorated during 1H 2026 relative to 1H have outpaced headlin
Slide 10: Cost savings quantified by Harworth only reverse two years of cost growth
5 Cost savings quantified by Harworth only reverse two years of cost growth, and costs will continue to pressure NAV Administrative costs since 2021 Ratio of costs to income Identified annualised run rate savings of £7.4 million by 2028 Even after identified cost savings Haworth's administrative onl
Slide 11: Capital constrained with rising debt levels, slowing disposals
6 Capital constrained with rising debt levels, slowing disposals and limited ability to invest BidCo believes Harworth faces substantial pressures in the future from rising leverage, reducing liquidity and slowing sales Since 2021, debt levels have been increasing reflecting the Property sales fell
Slide 12: No new positive information provided on the data centre strategy
7 No new positive information provided on the data centre strategy Inconsistency between JLL and Harworth regarding Harworth’s data centre strategy is early stage timelines and remains highly speculative 12 years from today ✗ Lacks detail No detail provided on data centre monetisation and no clear 2
Slide 13: Newly announced strategy raises serious concerns
8 Newly announced strategy raises serious concerns New strategy in response to BidCo’s offer is light on detail and lacks credibility Newly announced strategy BidCo’s view on newly announced strategy ✗ Exiting £234m residential segment is difficult in a challenging market Full exit from residential
Slide 14: Revised Offer premium exceeds precedents and the market has declined by 10%
9 Revised Offer premium exceeds precedents and the market has declined by 10% since BidCo made its firm Offer Revised Offer takeover premium to 3-month average Significant premium share price1 in line with precedent sector transactions2 40% ✗ Market unconvinced by the new strategy with muted 34% sha
Slide 15: Structural share price discount to NAV and an uncertain negative outlook
10 Structural share price discount to NAV and an uncertain negative outlook means shareholders may face a share price below BidCo’s Revised Offer Significant and persistent discount to EPRA NDV1 Offer price significantly above long term discount - BidCo’s cash offer: 177.5p Chart Title (20%) (30%) (
Slide 16: Reasons to support BidCo's Revised Offer
11 Reasons to support BidCo’s Revised Offer In BidCo’s view Harworth is facing significant operational and structural challenges including declining NAV, higher leverage, a capital constrained balance sheet, worsening cashflow, lower sales volumes and a new strategy which lacks credibility 1 NAV is
Slide 17: Timetable and next steps reminder
12 Timetable and next steps reminder We encourage shareholders to accept BidCo’s Revised Offer of 177.5 pence Instructions to accept offer ▪1 Latest date by which the offer can be accepted is 25 October 2026 1 ▪2 Settlement of consideration to Harworth shareholders who accept the offer, following th
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