REG - Hargreaves Servs PLC - Tender Offer and Notice of General Meeting

Hargreaves ServicesAnnouncement

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RNS Number : 3523Y  Hargreaves Services PLC  27 March 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR
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JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION ("RESTRICTED
JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO.
596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

27 March 2026

HARGREAVES SERVICES PLC

 

("Hargreaves" or the "Company")

 

Proposed return of capital of up to £20 million by way of Tender Offer

 at 850 pence per Ordinary Share

and

Notice of General Meeting

----------------------------------------------------------------------------------

Tender Offer

 

On 28 January 2026, Hargreaves, a diversified group delivering services to the
environmental, infrastructure and property sectors, announced in its interim
results statement for the six months ended 30 November 2025, that it intended
to return up to £15 million of capital to Shareholders by way of a tender
offer.  The Company is announcing today that it is proceeding with the Tender
Offer at an increased level of £20 million pursuant to which Qualifying
Shareholders are invited to tender some or all of their Ordinary Shares (with
an Individual Basic Entitlement to tender approximately 7.12 per cent. of the
Ordinary Shares held by them at the Tender Offer Record Time, rounded down to
the nearest whole number) at a price of 850 pence per Ordinary Share.

 

The Tender Price represents a premium of approximately 16.4 per cent. to the
closing price of 730 pence per Ordinary Share on the Latest Practicable Date
and a premium of approximately 26.9 per cent. to the closing price of 670
pence per Ordinary Share on 27 January 2026 (being the last business day
before the date the intention to launch the Tender Offer was announced).

 

Qualifying Shareholders are not required to tender any of their Ordinary
Shares if they do not wish to do so. Qualifying Shareholders who participate
in the Tender Offer have an Individual Basic Entitlement to tender
approximately 7.12 per cent. of the Ordinary Shares held by them at the Tender
Offer Record Time, rounded down to the nearest whole number, at a price of 850
pence per Ordinary Share. The Tender Offer is for a maximum of 2,352,941
Ordinary Shares. If the maximum number of Ordinary Shares under the Tender
Offer are tendered, this would result in the purchase of approximately 7.12
per cent. of the Company's expected Issued Ordinary Share Capital as at the
Tender Offer Record Time.

 

Qualifying Shareholders will also have the opportunity to offer for purchase
Ordinary Shares in excess of their Individual Basic Entitlements and such
tenders will be accepted to the extent other Qualifying Shareholders tender
less than their Individual Basic Entitlements or do not tender any Ordinary
Shares. Qualifying Shareholders are eligible to participate in the Tender
Offer with respect to Ordinary Shares registered in their names on the
Register at the Tender Offer Record Time.

 

The Tender Offer is not being made to Shareholders who are located or resident
in the United States or any other Restricted Jurisdiction or, directly or
indirectly, utilising the mails or any means or instrumentality (including,
without limitation, facsimile transmission, internet, telex and telephone) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States or any other Restricted Jurisdiction.
Shareholders located or resident in other jurisdictions outside the UK, or who
are nationals or citizens of other jurisdictions (except the UK), should read
the additional information set out in paragraph ‎11 (Overseas Shareholders)
of Part IV (Terms and Conditions of the Tender Offer) of the circular to be
posted to Shareholders in respect of the Tender Offer (the "Circular").

 

The Tender Offer is being effected by Singer Capital Markets Securities
Limited ("Singer Capital Markets"), the Company's corporate broker, as
principal on the basis that all Ordinary Shares that Singer Capital Markets
buys under the Tender Offer will be subsequently repurchased from Singer
Capital Markets by the Company pursuant to the terms of a Repurchase
Agreement. Any Ordinary Shares acquired by Singer Capital Markets pursuant to
the Tender Offer and subsequently purchased by the Company from Singer Capital
Markets pursuant to the Repurchase Agreement will, as soon as reasonably
practicable, be cancelled (save for 750,000 Ordinary Shares which the Company
intends to retain in treasury in order to satisfy awards made in the future
under the Share Schemes).

 

None of the Company, its Directors, officers, employees or advisers or their
respective affiliates makes any recommendation to any Qualifying Shareholder
whether to tender or refrain from tendering any or all Ordinary Shares in the
Tender Offer and none of them has authorised any person to make any such
recommendation. However, the Board unanimously recommends that Shareholders
vote in favour of the Resolution, as the Directors intend to do for their
respective individual beneficial holdings of, in aggregate, 3,364,923 Ordinary
Shares, representing approximately 10.18 per cent. of the Issued Ordinary
Share Capital as at the Latest Practicable Date.

 

As at the Latest Practicable Date, the Directors and their connected persons
were interested, in aggregate, in 3,364,923 Ordinary Shares, representing
approximately 10.18 per cent. of the current Issued Ordinary Share Capital of
the Company. Each of the following Directors (together the "Participating
Directors") has irrevocably undertaken to tender such number of Ordinary
Shares as is equal to their individual Basic Entitlement, and therefore there
is no expectation that their respective percentage holdings will change
materially following the Tender Offer. Each of the Participating Directors has
further irrevocably undertaken not to submit any applications under the Tender
Offer in excess of their Basic Entitlement:

 

 

 

 Name               Position
 Roger McDowell     (Non-Executive Chair)
 Gordon Banham      (Group Chief Executive)
 Stephen Craigen    (Chief Financial Officer)
 Nigel Halkes       (Non-Executive Director)
 Nicholas Mills     (Non-Executive Director)

 

Each of the following Directors has confirmed that they will not be tendering
any of their Ordinary Shares and therefore their respective percentage
holdings will increase following the Tender Offer:

 

 Name                 Position
 Simon Hicks          (Chief Operating Officer)
 Christopher Jones    (Non-Executive Director)

 

As at the Latest Practicable Date, Harwood Capital, the Company's largest
Shareholder, was interested, in aggregate, in 9,205,000 Ordinary Shares,
representing approximately 27.85 per cent. of the current Issued Ordinary
Share Capital of the Company. Harwood Capital has irrevocably undertaken to
tender such number of Ordinary Shares as is equal to its Individual Basic
Entitlement and has reserved its right to tender any Ordinary Shares in excess
of its Individual Basic Entitlement. Harwood Capital is a substantial
shareholder in the Company and as such, its intended participation in the
Tender Offer will constitute a related party transaction under AIM Rule 13.

 

Posting of Circular and Notice of General Meeting

 

A general meeting of the Company will be held at Singer Capital Markets, One
Bartholomew Lane, London, EC2N 2AX on 29 April 2026 at 9.00 a.m. (the "General
Meeting").

 

The Company expects to post a Circular to Shareholders later today and a copy
of the Circular will be published on the Company's website at
https://www.hsgplc.co.uk/investors/ (https://www.hsgplc.co.uk/investors/) .

 

The Circular will set out the full details of the Tender Offer, including the
background to, and reasons for, the Tender Offer and why the Directors believe
the Tender Offer to be in the best interests of the Company and its
Shareholders as a whole. The Circular will also contain details on the
procedure that should be followed by those Qualifying Shareholders who wish to
participate in the Tender Offer. A personalised Tender Form for use by
Shareholders who hold their Ordinary Shares in certificated form in connection
with the Tender Offer will be despatched with the Circular. A Form of Proxy
for use by Shareholders who hold their Ordinary Shares in certificated form
will also be despatched with the Circular.

 

Implementation of the Tender Offer requires the approval of the Resolution by
Shareholders at a general meeting of the Company. The Resolution will be
proposed at the General Meeting as a special resolution. If the Resolution is
not passed, the Company will not be able to proceed with the Tender Offer.

 

This summary should be read in conjunction with the full text of this
announcement and the Circular.

 

Unless otherwise defined in this announcement, capitalised terms used in this
announcement will have the same meaning given to them in the Circular.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is David Hankin, Company Secretary of Hargreaves.

 

 

Enquiries:

 Hargreaves Services                        www.hsgplc.co.uk (http://www.hsgplc.co.uk/)

 Gordon Banham, Chief Executive Officer     Tel: 0191 373 4485

 Stephen Craigen, Chief Financial Officer

 Simon Hicks, Chief Operating Officer

 Walbrook PR (Financial PR & IR)            Tel: 020 7933 8780 or hargreavesservices@walbrookpr.com

 Paul McManus, Lianne Applegarth,           Mob: 07980 541 893 / 07584 391 303

 Anna Dunphy                                07876 741 001

 Singer Capital Markets (Nomad and Joint Corporate Broker)

 Phil Davies, Sara Hale, Dan Ingram                                                             Tel: 020 7496 3000

 Cavendish Capital Markets Ltd (Joint Corporate Broker)                   Tel: 020 7220 0500

 Adrian Hadden, Jasper Berry, Sunila de Silva

 

About Hargreaves

Hargreaves Services plc is a diversified group delivering services to the
environmental, infrastructure and property sectors, supporting key industries
within the UK and South East Asia. The Company's three business segments are
Services, Hargreaves Land and an investment in a German joint venture,
Hargreaves Raw Materials Services GmbH ("HRMS"). Services provides critical
support to many core industries including Connectivity, Clean Energy and
Environmental infrastructure through the provision of materials handling,
mechanical and electrical contracting services, logistics and major
earthworks. Hargreaves Land is focused on the sustainable development of
brownfield sites for both residential and commercial purposes. HRMS trades in
specialist commodity markets and owns DK Recycling und Roheisen GmbH ("DK"), a
specialist recycler of steel waste material. Hargreaves is headquartered in
County Durham and has operational centres across the UK, as well as in Hong
Kong, South Africa and a joint venture in Duisburg, Germany.

 

For further information, please visit www.hsgplc.co.uk
(http://www.hsgplc.co.uk) .

 

Forward Looking Statements

 

This announcement contains forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
They are based only on the Group's current beliefs, expectations and
assumptions regarding the future of its business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, such
statements are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of
Hargreaves' control. The Group's actual results and financial condition may
differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements.

 

General

 

Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FCA), is acting exclusively for
the Company as financial adviser and for no one else in connection the Tender
Offer and will not regard any other person as its client in relation to the
Tender Offer and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, or for
providing advice in connection with the Tender Offer, the contents of this
announcement or the Circular or any other transaction, arrangement or other
matter referred to in this announcement or the Circular as relevant.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Singer Capital Markets under FSMA or the regulatory regime established
under FSMA: (i) neither Singer Capital Markets nor any persons associated or
affiliated with Singer Capital Markets nor any of Singer Capital Markets'
branches or subsidiaries accepts any responsibility whatsoever or makes any
warranty or representation, express or implied, in relation to the contents of
this announcement and/or the Circular, including their accuracy, completeness
or verification or for any other statement made or purported to be made by, or
on behalf of it, the Company or the Directors, in connection with the Company
and/or the Tender Offer; and (ii) Singer Capital Markets accordingly
disclaims, to the fullest extent permitted by law, all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above) which it might otherwise be found to have in respect of this
announcement and/or Circular or any such statement.

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                           Time and date (2026)
 Announcement of the Tender Offer and publication of the Circular and the        27 March
 Notice of General Meeting
 Tender Offer opens                                                              30 March
 Latest time and date for receipt of Forms of Proxy and CREST proxy              9.00 a.m. on 27 April
 appointments for

 the General Meeting
 Voting Record Time                                                              6.00 p.m. on 27 April
 Latest time and date for receipt of Tender Forms and share certificates for     1.00 p.m. on 28 April
 tendered certificated Ordinary Shares in relation to the Tender Offer (i.e.
 close of the Tender Offer)
 Latest time and date for receipt of TTE Instructions for tendered               1.00 p.m. on 28 April
 uncertificated Ordinary Shares in relation to the Tender Offer (i.e. close of
 the Tender Offer)
 Tender Offer Record Time                                                        6.00 p.m. on 28 April
 General Meeting                                                                 9.00 a.m. on 29 April
 Announcement of results of the General Meeting                                  29 April
 Announcement of results of the Tender Offer                                     30 April
 Purchase of Ordinary Shares under the Tender Offer                              5 May
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated  no later than 22 May
 Ordinary Shares

 CREST accounts credited for revised uncertificated holdings of Ordinary Shares  no later than 22 May
 (or, in the case of unsuccessful tenders, for entire holdings of Ordinary
 Shares)
 Cheques despatched in respect of Tender Offer proceeds for certificated         no later than 22 May
 Ordinary Shares
 Return of share certificates in respect of unsuccessful tenders of              no later than 22 May
 certificated Ordinary Shares
 Despatch of balancing share certificates in respect of unsold certificated      no later than 22 May
 Ordinary Shares

 

All times are references to London (UK) times and are indicative only and may
change. Each of the above times and dates is based on the Company's
expectations as at the date of this Announcement. If any of the above times
and/or dates change, the revised times and/or dates will be notified to
Shareholders by an announcement through a Regulatory Information Service and
will be available on the Company's website https://www.hsgplc.co.uk/.

ADDITIONAL INFORMATION

1.            TENDER OFFER

1.1          Background to and reasons for the Tender Offer

On 28 January 2026, in its interim results announcement for the six months
ended 30 November 2025, the Company announced that it intended to return up to
£15 million of capital to Shareholders by way of a tender offer.

The Company is announcing today that it is proceeding with the Tender Offer at
an increased level of £20 million pursuant to which Qualifying Shareholders
are invited to tender some or all of their Ordinary Shares (with an Individual
Basic Entitlement to tender approximately 7.12 per cent. of the Ordinary
Shares held by them at the Tender Offer Record Time, rounded down to the
nearest whole number) at a price of 850 pence per Ordinary Share.

The Group has set out previously a clear strategy for the creation, delivery
and realisation of value for Shareholders. This strategy varies across the
three business units:

•           Services - Focused on delivering value through
sustainable growth in high-quality, robust contracts in areas of core
competence within the environmental and infrastructure sector;

•           Hargreaves Land - Medium-term plan to deliver value
through the realisation of capital employed within the Blindwells development
and the renewable energy asset portfolio; and

•           Hargreaves Raw Material Services GmbH (HRMS) - Focus
on cash realisation through an annual return of cash to the Group whilst the
Company considers the longer-term realisation potential.

The Group has previously stated its intention to return cash to Shareholders
following the disposal of assets, particularly relating to the sale of the
renewable energy land portfolio.

The Group announced the sale of the first tranche of the renewable energy land
asset on 20 October 2025 for initial cash consideration of £8.8 million, with
potential additional top up consideration of up to £5 million payable before
30 September 2029.

Furthermore, the Group announced the exchange of contracts for the
unconditional sale of the second tranche of renewable energy land assets on 6
March 2026 for gross consideration of £6.8 million payable on 30 April 2026.

These two transactions represent the beginning of a number of material
realisations out of the Group's renewable energy portfolio and in line with
the aforementioned plan, the Board is now announcing that this surplus cash
will be returned to Shareholders.

The Board has concluded that a return of value by way of tender offer would be
the most suitable way of returning capital to Shareholders quickly and
efficiently, taking into account the costs, complexity and timeframes of other
methods, as well as the possible tax treatment and equality of treatment of
Shareholders.

The implementation of the Tender Offer requires shareholder approval of the
Resolution under the Companies Act 2006. The Resolution will be proposed at
the General Meeting of the Company to be held at Singer Capital Markets, One
Bartholomew Lane, London, EC2N 2AX on 29 April 2026 at 9.00 a.m.

The Resolution, if approved, will grant the Directors the authority to return
up to £20 million to Shareholders through the Tender Offer at the Tender
Price.

1.2          Benefits of the Tender Offer to Shareholders

The Board considers the Tender Offer to be beneficial to the Company and its
Shareholders as whole because:

(a)     Qualifying Shareholders have a choice as to whether they
participate in the Tender Offer or not, such that:

 

(i)      the Tender Offer provides the opportunity for Qualifying
Shareholders who wish to reduce their holdings of Ordinary Shares to do so;
and

 

(ii)      the Tender Offer allows Qualifying Shareholders who do not wish
to receive capital at this time to maintain their full investment in the
Company;

 

(b)     the Tender Offer is available to all Qualifying Shareholders
regardless of the size of their shareholdings;

 

(c)     the Tender Price represents a premium of:

 

(i)      approximately 5.5 per cent. to the 12-month high closing price
of 806 pence per Ordinary Share on 9 February 2026;

 

(ii)      approximately 16.4 per cent. to the closing price of 730 pence
per Ordinary Share on 25 March 2026 (being the Latest Practicable Date);

 

(iii)     approximately 26.9 per cent. to the closing price of 670 pence
per Ordinary Share on 27 January 2026 (being the last business day before the
date the intention to launch the Tender Offer was announced); and

 

(iv)    a premium of approximately 12.7 per cent. to the volume weighted
average price per Ordinary Share over the one month to the Latest Practicable
Date; and

 

(d)     the Tender Offer enables Ordinary Shares to be sold free of
commissions or charges that would otherwise be payable if Qualifying
Shareholders were to sell their Ordinary Shares through their broker; and

 

(e)     the Tender Offer will reduce the number of Ordinary Shares in
issue and, assuming earnings stay the same, should have a positive impact on
the Company's earnings per share as the Company intends to cancel all Ordinary
Shares acquired in connection with the Tender Offer, save for 750,000 Ordinary
Shares which the Company intends to retain in treasury in order to satisfy
awards made in the future under the Share Schemes.

1.3          Details of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part IV (Terms and Conditions of the Tender Offer)
of the Circular and in the Tender Form. Shareholders do not have to tender any
Ordinary Shares. Tenders will only be accepted at the Tender Price.

The Tender Offer is conditional on, among other things:

(a)     the passing of the Resolution set out in the Notice of General
Meeting; and

 

(b)     the Tender Offer not having been terminated in the circumstances
described in paragraph ‎10 (Right to terminate the Tender Offer) of Part IV
(Terms and Conditions of the Tender Offer) of the Circular.

The Tender Offer is also conditional on the other matters specified in
paragraph ‎2 of Part IV (Terms and Conditions of the Tender Offer) of the
Circular.

Ordinary Shares tendered by Qualifying Shareholders will only be accepted in
respect of Ordinary Shares registered in their names on the Register at the
Tender Offer Record Time.

Under the Tender Offer:

(a)     and subject to, amongst others, the passing of the Resolution,
Singer Capital Markets will acquire (acting as principal and not as agent,
nominee, or trustee) up to 2,352,941 Ordinary Shares free of commission and
dealing charges, representing up to approximately 7.12 per cent. of
Hargreaves' Issued Ordinary Share Capital at the Latest Practicable Date from
successful Qualifying Shareholders at the Tender Price (with such acquisitions
being market purchases in accordance with the provisions of the Companies Act
2006, the rules of the London Stock Exchange and the AIM Rules).

 

Conditional upon the Tender Offer becoming unconditional and subject to the
terms thereof, Singer Capital Markets has the right to require Hargreaves to
acquire from it, and Hargreaves has the right to require Singer Capital
Markets to sell to it, such Ordinary Shares purchased by Singer Capital
Markets under the Tender Offer, at the Tender Price, pursuant to the
Repurchase Agreement, details of which are set out in Part IV (Terms and
Conditions of the Tender Offer) of the Circular. These acquisitions by the
Company will also be market purchases in accordance with the provisions of the
Companies Act 2006 and the rules of the London Stock Exchange and the AIM
Rules.

 

All Ordinary Shares acquired by Hargreaves from Singer Capital Markets under
the Tender Offer will be automatically cancelled by the Company, save for
750,000 Ordinary Shares which the Company intends to retain in treasury in
order to satisfy awards made in the future under the Share Schemes; those
Ordinary Shares which are retained in treasury will not rank for future
dividends while they are held in treasury and no voting rights will be
exercised in respect of such Ordinary Shares;

 

(b)     there is no obligation on Shareholders to participate in the
Tender Offer;

 

(c)     Qualifying Shareholders will be entitled to offer for purchase up
to their Individual Basic Entitlement, which will be approximately 7.12 per
cent. of the Ordinary Shares registered in their names at the Tender Offer
Record Time, rounded down to the nearest whole number and subject to no
outstanding options to subscribe for Ordinary Shares being exercised by anyone
after the date of the Circular and before the Tender Offer Record Time. In
addition, Qualifying Shareholders may tender for purchase Ordinary Shares in
excess of their Individual Basic Entitlements and such tenders will be
accepted to the extent other Qualifying Shareholders tender less than their
Individual Basic Entitlements or do not tender any Ordinary Shares;

 

(d)     the maximum number of Ordinary Shares that may be purchased under
the Tender Offer is 2,352,941 Ordinary Shares for a maximum aggregate
consideration of up to £20 million;

 

(e)     if the aggregate purchase price (calculated at the Tender Price)
of all validly tendered Ordinary Shares exceeds £20 million, not all the
Ordinary Shares validly tendered will be accepted and purchased. In these
circumstances, the number of Ordinary Shares which will be accepted and
purchased will be calculated in accordance with the terms and conditions of
the Tender Offer (as set out in Part IV (Terms and Conditions of the Tender
Offer) of the Circular), which are as follows:

 

(i)      all Ordinary Shares validly tendered by Qualifying Shareholders
up to their respective Individual Basic Entitlement will be accepted and
purchased in full and will not be scaled down;

 

(ii)      all Ordinary Shares validly tendered by Qualifying Shareholders
in excess of their Individual Basic Entitlement, will be scaled down pro rata
to the total number of such Ordinary Shares tendered in excess of the
aggregate Individual Basic Entitlement if and to the extent necessary, such
that the total number of Ordinary Shares purchased pursuant to the Tender
Offer does not exceed 2,352,941 and the maximum total cost of the Ordinary
Shares purchased pursuant to the Tender Offer does not exceed £20 million.
Please refer to question 7 (Will all of the Ordinary Shares I tender be
purchased?) of Part II (Questions and Answers in relation to the Tender Offer)
of the Circular for additional information including worked examples of
calculations of the Individual Basic Entitlement and treatment of excess
entitlements; and

 

(iii)     Ordinary Shares not validly tendered will not be purchased.

The Issued Ordinary Share Capital of Hargreaves on the Latest Practicable Date
was 33,057,452. If the Tender Offer is implemented in full, this will result
in the purchase of 2,352,941 Ordinary Shares (representing approximately 7.12
per cent. of the Issued Ordinary Share Capital of Hargreaves as at the Latest
Practicable Date). The Issued Ordinary Share Capital of Hargreaves after
Hargreaves has acquired all validly tendered and purchased Ordinary Shares
from Singer Capital Markets will be 30,704,511, assuming the Tender Offer is
implemented in full, no further options are exercised for newly issued shares
in the interim (pursuant to the ongoing operation of the Share Schemes, which
are described in paragraph 2.10 (Share Schemes) of Part I (Letter from the
Chair) of the Circular) and 750,000 Ordinary Shares purchased will be retained
in treasury in order to satisfy awards made in the future under the Share
Schemes. Those Ordinary Shares which are cancelled will not rank for any
future dividends and Ordinary Shares which are retained in treasury will not
rank for future dividends while they are held in treasury and no voting rights
will be exercised in respect of such Ordinary Shares.

The percentage represented by the Individual Basic Entitlement has been
calculated by reference to the maximum number of Ordinary Shares that may be
acquired under the Tender Offer, divided by the fully diluted Issued Ordinary
Share Capital as at the Tender Offer Record Time (i.e. assuming all options
capable of exercise on or before the Tender Offer Record Time have been
exercised and form part of the Issued Ordinary Share Capital).  Note also
that the Ordinary Shares currently held by the Company in treasury do not form
part of the Company's Issued Ordinary Share Capital for this purpose.

Qualifying Shareholders should consider carefully all of the information
contained in the Circular as well as their personal circumstances when
deciding whether to participate in the Tender Offer.

1.4          How to Participate in the Tender Offer

Each Qualifying Shareholder is entitled to tender a percentage of that
Qualifying Shareholder's record date holding equal to (or less than, if they
so choose) the Individual Basic Entitlement. Qualifying Shareholders will also
be entitled to apply to tender Ordinary Shares in excess of their Individual
Basic Entitlement ("Excess Tenders"). Excess Tenders will be accepted to the
extent other Qualifying Shareholders tender less than their Individual Basic
Entitlements or do not tender any Ordinary Shares. To the extent that other
Qualifying Shareholders have not taken up their Individual Basic Entitlement
(thereby creating "Excess Capacity"), Qualifying Shareholders will have their
Excess Tenders satisfied in full to the extent that the Excess Capacity equals
or exceeds the aggregate Excess Tenders. To the extent that the aggregate
Excess Tenders exceeds Excess Capacity, Excess Tenders shall be scaled down
pro rata, or at Singer Capital Market's discretion (in consultation with the
Company), to the total number of such Ordinary Shares tendered in excess of
the aggregate Individual Basic Entitlement, such that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not exceed
2,352,941 and the maximum total cost of the Ordinary Shares purchased pursuant
to the Tender Offer does not exceed £20 million, in accordance with the terms
and conditions of the Tender Offer set out in Part IV (Terms and Conditions of
the Tender Offer) of the Circular.

(a)     Ordinary Shares held in certificated form

All Qualifying Shareholders who hold Ordinary Shares in certificated form are
being sent a personalised Tender Form for the Tender Offer. The procedure for
tendering Ordinary Shares under the Tender Offer is set out in Part IV (Terms
and Conditions of the Tender Offer) of the Circular and on the Tender Form.
Qualifying Shareholders who hold their shares in certificated form wishing to
participate in the Tender Offer should follow the instructions in Part IV
(Terms and Conditions of the Tender Offer) of the Circular and in the Tender
Form and return it, together with the relevant share certificates and/or other
document(s) of title or a satisfactory indemnity in lieu of them to Neville
Registrars at Neville House, Steelpark Road, Halesowen, West Midlands, United
Kingdom B62 8HD. Completed Tender Forms must be received by Neville Registrars
by no later than 1.00 p.m. on 28 April 2026 for them to be valid under the
Tender Offer. A Tender Form, once received by the Receiving Agent, will be
irrevocable.

Any envelope containing a Tender Form post-marked from, bearing a return
address in, or otherwise appearing to have been dispatched from the United
States or any other Restricted Jurisdiction will be rejected as an invalid
tender.

(b)     Ordinary Shares held in uncertificated form

Details of the procedures for tendering, and settlement in relation to,
Ordinary Shares held in uncertificated form are set out in Part IV (Terms and
Conditions of the Tender Offer) of the Circular. Qualifying Shareholders who
hold their Ordinary Shares in uncertificated form and who wish to tender all
or any of their existing holding of Ordinary Shares under the Tender Offer
should tender electronically through CREST so that the TTE Instruction settles
by no later than 1.00 p.m. on 28 April 2026. A TTE Instruction, once received
by the Receiving Agent, will be irrevocable. The CREST Manual may also assist
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form
in making a TTE Instruction.

Further details of the procedure for tendering and settlement are set out in
Part IV (Terms and Conditions of the Tender Offer) of the Circular and, in the
case of certificated holders, in the Tender Form.

Shareholders who do not wish to sell any Ordinary Shares under the Tender
Offer should take no action in relation to the Tender Form and should not make
any TTE Instruction.

If you are in doubt about completion of the Tender Form or sending a TTE
Instruction, please contact Neville Registrars on +44 (0) 121 585 1131. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The Shareholder Helpline is open between 9.00 a.m. and 5.00 p.m. (London
time), Monday to Friday excluding public holidays in England and Wales. Calls
regarding the completion of the Tender Form or sending a TTE Instruction
originating from the United States or any other Restricted Jurisdiction will
not be accepted.

1.5          Circumstances in which the Tender Offer may not proceed

There is no guarantee that the Tender Offer will take place.

The Tender Offer is conditional on, amongst other things, the passing of the
Resolution, as set out in the Notice of General Meeting and on satisfaction of
the other Tender Conditions specified in paragraph ‎2 of Part IV (Terms and
Conditions of the Tender Offer) of the Circular.

Singer Capital Markets has reserved the right at any time prior to the
announcement of the results of the Tender Offer, in consultation with the
Company, to extend the period during which the Tender Offer is open and/or
vary the aggregate value of the Tender Offer, based on market conditions
and/or other factors, subject to compliance with applicable legal and
regulatory requirements. Hargreaves has also reserved the right, in certain
circumstances, to compel Singer Capital Markets to terminate the Tender Offer
if, inter alia, the Board concludes that the implementation of the Tender
Offer is no longer in the best interests of the Company and/or Shareholders as
a whole. Any such decision will be announced by Hargreaves through a
Regulatory Information Service and published on the Company's website.

The Tender Offer is also conditional on there not arising any material adverse
change or certain other force majeure events prior to the closing of the
Tender Offer. Further details of these conditions are set out in paragraph
‎2 of Part IV (Terms and Conditions of the Tender Offer) of the Circular.

1.6          Full terms and conditions of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part IV (Terms and Conditions of the Tender Offer)
of the Circular. Some questions and answers related to the Tender Offer are
set out in Part II (Questions and Answers relating to the Tender Offer) of the
Circular.

1.7          Tax

Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Part V (UK Tax Aspects of the Tender Offer) of the Circular.

Shareholders are strongly advised to obtain independent tax advice regarding
their own tax position.

1.8          Overseas Shareholders

The Tender Offer is not being made to Shareholders who are located or resident
in the United States or any other Restricted Jurisdiction or, directly or
indirectly, utilising the mails or any means or instrumentality (including,
without limitation, facsimile transmission, internet, telex and telephone) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States or any other Restricted Jurisdiction.

The attention of Shareholders located or resident in other jurisdictions
outside the United Kingdom is drawn to paragraph 11 (Overseas Shareholders) of
Part IV (Terms and Conditions of the Tender Offer) of the Circular. If you are
in any doubt about your position, you should consult your professional adviser
in the relevant jurisdiction.

1.9          Share Schemes

The Group operates various LTIP schemes for the Directors and other senior
employees based on performance criteria. Awards are subject to performance
conditions which are generally measured over three years. Awards over 535,017
Ordinary Shares remain outstanding.

The proportion of Issued Ordinary Share Capital that all awards or options
represent as at the Latest Practicable Date is approximately 1.62 per cent.
The proportion of Issued Ordinary Share Capital that all awards or options
would represent if the maximum number of Ordinary Shares that may be purchased
under the Tender Offer is approximately 1.74 per cent.  This is on the basis
that, of the Ordinary Shares purchased by the Company pursuant to the Tender
Offer (assuming the maximum number of Ordinary Shares are acquired by Singer
Capital Markets under the Tender Offer and subsequently purchased by the
Company), 1,602,941 Ordinary Shares will be cancelled and 750,000 Ordinary
Shares will be retained in treasury in order to satisfy awards made in the
future under the Share Schemes.

2.            GENERAL MEETING

Implementation of the Tender Offer requires the approval of the Resolution by
Shareholders at a general meeting of the Company. Ordinary Shares will not be
purchased pursuant to the Tender Offer unless the Resolution is duly passed.

Accordingly, a Notice of General Meeting is set out at the end of the Circular
convening the General Meeting to be held at 1 Bartholomew Lane, London EC2N
2AX on 29 April 2026 at 9.00 a.m.

The Resolution will be proposed at the General Meeting as a special
resolution, the passing of which requires at least 75 per cent. of the votes
cast (whether in person or by proxy) to be in favour.

The Resolution seeks authority to make market purchases of Ordinary Shares in
connection with the Tender Offer. The Resolution specifies the maximum number
of Ordinary Shares which may be acquired, and the fixed price at which
Ordinary Shares may be acquired, pursuant to this authority. The authority
sought is in addition to the authority approved at the Company's annual
general meeting on 29 October 2025 and will expire at the conclusion of the
Company's annual general meeting in 2026.

3.            ACTION TO BE TAKEN

3.1          Action to be taken in relation to the General Meeting

A Form of Proxy for use in relation to the General Meeting which covers the
Resolution accompanies the Circular. Whether or not you intend to attend the
General Meeting, you are urged to complete, sign and return the Form of Proxy
in accordance with the instructions printed on it and the notes to the Notice
of General Meeting.

If you hold Ordinary Shares in CREST, as an alternative to completing and
returning the accompanying Form of Proxy,  you may appoint a proxy by
completing and transmitting a CREST Proxy Instruction in accordance with the
procedures set out in the CREST Manual so that it is received by the Company's
Registrar, Neville Registrars, (under CREST Participant ID 7RA11) by no later
than 9.00 a.m. on 27 April 2026 (or, in the case of an adjournment, not later
than 48 hours before the time fixed for the holding of the adjourned meeting
(excluding any part of a day which is non-working)).

Guidance notes to assist you to complete the Form of Proxy or to complete and
transmit a CREST Proxy Instruction are set out in the Notice of General
Meeting at the end of the Circular.

If you have any questions relating to this document and/or the completion and
return of the Form of Proxy, please contact Neville Registrars on +44 (0) 121
585 1131. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The Shareholder Helpline is open between 9.00 a.m. and
5.00 p.m. (London time), Monday to Friday excluding public holidays in England
and Wales. Calls regarding this document and/or the completion and return of
the Form of Proxy originating from the United States or any other Restricted
Jurisdiction will not be accepted.

Alternatively, you can email Neville Registrars at
info@nevilleregistrars.co.uk. Please note that Neville Registrars cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Emails regarding this document
and/or the completion and return of the Form of Proxy may not be sent from the
United States or any other Restricted Jurisdiction will not be responded to.

3.2          Action to be taken in relation to the Tender Offer

If you are a Qualifying Shareholder and hold your Ordinary Shares in
certificated form and you wish to tender all or any of your Ordinary Shares,
you should complete the Tender Form in accordance with the instructions
printed on it and in Part IV (Terms and Conditions of the Tender Offer) of the
Circular and return it by post or by hand (during normal business hours only)
to Neville Registrars, at Neville House, Steelpark Road, Halesowen, West
Midlands, United Kingdom B62 8HD, together with your share certificate(s)
and/or other document(s) of title or a satisfactory indemnity in lieu of them
in respect of the Ordinary Shares tendered. Completed Tender Forms must be
received by no later than 1.00 p.m. on 28 April 2026.

If you are a Qualifying Shareholder and hold your Ordinary Shares in
uncertificated form and you wish to tender all or any of your Ordinary Shares,
you should send a TTE Instruction and follow the procedures set out in Part IV
(Terms and Conditions of the Tender Offer) of the Circular in respect of
tendering uncertificated Ordinary Shares so that the TTE Instruction settles
by no later than 1.00 p.m. on 28 April 2026.

If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction, you require extra copies of the Circular or the
Tender Form or you want help filling in the Tender Form, please telephone the
Shareholder Helpline operated by Neville Registrars on +44 (0) 121 585 1131.
Lines are open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday
excluding public holidays in England and Wales. Please note that calls to
these numbers may be monitored or recorded for security and training purposes.
Calls to the Shareholder Helpline are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom are charged at
applicable international rates. Different charges may apply to calls made from
mobile telephones. Calls regarding the procedure for tendering Ordinary Shares
or making a TTE Instruction, or requesting extra copies of the Circular or the
Tender Form or seeking help filling in the Tender Form originating from the
United States or any other Restricted Jurisdiction will not be accepted.
Please note that for legal reasons the Shareholder Helpline will only be able
to provide information contained in the Circular and the Tender Form and will
be unable to give advice on the merits of the Tender Offer or to provide
financial, investment or taxation advice.

Further details of the procedure for tendering and settlement are set out in
Part IV (Terms and Conditions of the Tender Offer) of the Circular and, in the
case of holders of Ordinary Shares in certificated form, in the Tender Form.

Shareholders who do not wish to sell any Ordinary Shares under the Tender
Offer should take no action in relation to the Tender Form and should not make
any TTE Instruction. Please see question ‎11 (Do I have to tender my
Ordinary Shares?) in Part II (Questions and Answers relating to the Tender
Offer) of the Circular for further information.

3.3 Notification of interests

Under the articles of association of the Company and applicable law,
Shareholders are required to notify the Company of their interests in Ordinary
Shares. Following the Company's purchase of Ordinary Shares from Singer
Capital Markets pursuant to the terms of the Repurchase Agreement, and
regardless of whether a Shareholder tenders any or all of their Ordinary
Shares pursuant to the terms of the Tender Offer, the number of Ordinary
Shares in which a Shareholder is interested when taken as a percentage of the
Company's Issued Ordinary Share Capital as a whole may change, which may give
rise to an obligation under the Disclosure Guidance and Transparency Rules on
the part of such Shareholder to notify the Company of their interest in
Ordinary Shares as soon as possible and in any case within two trading days of
becoming aware or being deemed to have become aware of such change.

If you are in doubt as to whether you should notify the Company, or as to the
form of that notification, please consult your professional adviser.

4.            BOARD INTENTIONS TO TENDER ORDINARY SHARES AND VOTE
IN FAVOUR OF THE RESOLUTION

As at the Latest Practicable Date, the Directors and their connected persons
were interested, in aggregate, in 3,364,923 Ordinary Shares, representing
approximately 10.18 per cent. of the current Issued Share Capital of the
Company. Each of the Participating Directors has irrevocably undertaken to
tender such number of Ordinary Shares as is equal to his Individual Basic
Entitlement, and therefore there is no expectation that their respective
percentage holdings will change materially following the Tender Offer. Each of
the Participating Directors has further irrevocably undertaken not to submit
any applications under the Tender Offer in excess of their Individual Basic
Entitlement. Each of the following Directors has confirmed that they will not
be tendering any of their Ordinary Shares and therefore their respective
percentage holdings will increase following the Tender Offer:

Name
Position

Simon Hicks
 
(Chief Operating Officer)

Christopher Jones
(Non-Executive Director)

 

Each of the Directors has irrevocably undertaken to exercise all voting rights
attaching to the Ordinary Shares in which they are interested to vote in
favour of the Resolution.

 

5.         INTENTION OF HARWOOD CAPITAL TO TENDER ORDINARY SHARES AND
VOTE IN FAVOUR OF THE RESOLUTION

As at the Latest Practicable Date, Harwood Capital, the Company's largest
Shareholder, was interested, in aggregate, in 9,205,000 Ordinary Shares,
representing approximately 27.85 per cent. of the current Issued Ordinary
Share Capital of the Company.

Harwood Capital has irrevocably undertaken to tender such number of Ordinary
Shares as is equal to its Individual Basic Entitlement and has reserved its
right to tender any Ordinary Shares in excess of its Individual Basic
Entitlement.

Harwood Capital has irrevocably undertaken to exercise all voting rights
attaching to the Ordinary Shares in which it is interested to vote in favour
of the Resolution.

6.         ISSUED ORDINARY SHARES FOLLOWING THE TENDER OFFER

Assuming that the maximum number of Ordinary Shares under the Tender Offer are
acquired by Singer Capital Markets and subsequently bought back by the Company
and cancelled, the Company's Issued Ordinary Share Capital will be 30,704,511
Ordinary Shares. This is on the basis that, of the Ordinary Shares purchased
by the Company pursuant to the Tender Offer (assuming the maximum number of
Ordinary Shares are acquired by Singer Capital Markets under the Tender Offer
and subsequently purchased by the Company), 1,602,941 Ordinary Shares will be
cancelled and 750,000 Ordinary Shares will be retained in treasury in order to
satisfy awards made in the future under the Share Schemes.  An announcement
setting out the Company's new Issued Ordinary Share Capital will be made
following completion of the Tender Offer.

7.         RELATED PARTY

The participation in the Tender Offer by Harwood Capital constitutes a related
party transaction under AIM Rule 13. Harwood Capital is a substantial
shareholder of the Company as defined in the AIM Rules for Companies. The
Directors (other than Nicholas Mills) consider that, having consulted with the
Company's nominated adviser, Singer Capital Markets, the terms of the
participation of Harwood Capital in the Tender Offer are fair and reasonable
insofar as Shareholders are concerned.

The participation in the Tender Offer by the Participating Directors
constitutes a related party transaction under AIM Rule 13. The Directors
(other than the Participating Directors) consider that, having consulted with
the Company's nominated adviser, Singer Capital Markets, the terms of the
participation of the Participating Directors in the Tender Offer are fair and
reasonable insofar as Shareholders are concerned.

8.            CURRENT TRADING

The Group continues to trade in line with market expectations. A recent
announcement on 5 March 2026 of contract wins at Lower Thames Crossing and for
Power Minerals at Drax have led to profit upgrades in market expectations
within the Services business unit.

Hargreaves Land has seen success in the financial year resulting from the
first two disposals of the renewable energy land assets, whilst progress on
realising value out of Blindwells has continued with the sale of a 16-acre
plot completion in the first half of the financial year.

HRMS is trading in line with expectations despite continued economic headwinds
in the German economy.

The Board expects to deliver profit for the year ending 31 May 2026 in line
with market expectations.

9.         RECOMMENDATION

The Directors consider that the making of the Tender Offer and the passing of
the Resolution are in the best interests of the Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of each of the Resolution, as the Directors intend to do for their respective
individual beneficial holdings of, in aggregate, 3,364,923 Ordinary Shares,
representing approximately 10.18 per cent. of the Issued Ordinary Share
Capital as at the Latest Practicable Date.

The Board makes no recommendation to Shareholders in relation to participation
in the Tender Offer itself. Whether or not Shareholders decide to tender all,
or any, of their Ordinary Shares will depend on, among other things, their
view of the Company's prospects and their own individual circumstances,
including their own financial and tax position. Shareholders are required to
take their own decision and are recommended to consult with their duly
authorised independent financial or professional adviser.

Should the Resolution not be approved by the requisite majority of
Shareholders at the General Meeting, the Tender Offer will not occur. Should
the Tender Offer not occur, the Company would consider all options available
in relation to the return of the £20 million excess capital to Shareholders
and, following such consideration, may present alternative proposals to
Shareholders.

If you are in any doubt as to the action you should take, including whether
or not to participate in the Tender Offer, you are recommended to seek your
own independent advice. You are advised to read all of the information
contained in the Circular before deciding on the course of action you will
take in respect of the General Meeting and the Tender Offer.

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