Harworth Gp Regulatory News (HWG)

1 April 2016

HARWORTH GROUP PLC

Annual Report and Accounts

and

Notice of Annual General Meeting

Following the release on 24 February 2016 of the Company's financial results for the year ended 31 December 2015, Harworth Group plc (the "Company"), the property regeneration and investment specialist, announces it has today published its annual report and accounts for the year ended 31 December 2015 (the "Annual Report and Accounts") together with the notice convening the Company's annual general meeting (the "AGM") (the "Notice of AGM"). The AGM will be held at the Company's offices at Bessemer Conference Room, AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Waverley, Rotherham, S60 5WG on 26 April 2016 at 1.00 p.m.

At the AGM, two matters of special business of note will be considered. The first concerns the proposed consolidation of the Company's ordinary share capital. The second concerns the cancellation of the share premium account.

SHARE CONSOLIDATION

The Board recognises that the large number of shares in issue with a nominal value of 1.0p per share is not practicable for the Company nor for investors. The Board proposes that the Company's ordinary share capital be consolidated (the "Share Consolidation"). It is proposed that one new ordinary share of 10.0 pence each is issued in replacement for every 10 existing ordinary shares of 1.0 pence each ("New Ordinary Shares").

Subject to the passing of Resolution 14 at the AGM, it is expected that the Share Consolidation will become effective and the Official List of the UKLA will be amended to reflect the Share Consolidation (the "Effective Date") on 3 May 2016.

New share certificates in respect of each shareholder's holding of New Ordinary Shares will be sent to the holders of certificated shares as soon as practicable after the Effective Date. Shareholders who hold their shares in uncertificated form will have their CREST accounts credited on the Effective Date.

The New Ordinary Shares have the ISIN code: GB00BYZJ7G42.

CANCELLATION OF SHARE PREMIUM

The Company has successfully transitioned from being the parent of a loss making mining business to a property investment company. Historically the former business made significant losses which eroded the level of distributable reserves available to pay a dividend. The Board, therefore, proposes to ensure the availability of distributable reserves by undertaking a capital reduction which will cancel the share premium account, which arose as the result of the equity fundraisings undertaken in 2013 and in 2015 and convert this into distributable reserves. Subject to the passing of Resolution 15 at the AGM an application will be made to the Court under section 645 of the Companies Act 2006 to confirm the reduction. The Court application is expected to be heard on 19 May 2016 with the Capital Reduction becoming effective on or around 20 May 2016.

A copy of the Annual Report and Accounts and the Notice of AGM, have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM and on the Company's website at: http://www.harworthgroup.com 

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Harworth Group Plc Tel +44 (0) 114 30 30 880

Andrew Kirkman, Finance Director

Geoff Mason, Company Secretary

Cardew Group Tel: +44 (0)20 7930 0777

Anthony Cardew / Emma Crawshaw

Notes to Editors:

Harworth Group Plc is a leading property and development company which owns and manages a portfolio of some 27,000 acres of land across approximately 200 sites located throughout the Midlands and North of England. The Company specialises in the regeneration of former coalfield sites and other brownfield land into employment areas, new residential properties and low carbon energy projects.

http://www.harworthgroup.com