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 OR REGULATIONS OF
THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE 'CODE') AND THERE CAN BE NO CERTAINTY
THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH
OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
FOR IMMEDIATE RELEASE
18 June 2024
HARGREAVES LANSDOWN plc ('HARGREAVES LANSDOWN' or
'HL')
STATEMENT REGARDING REVISED PROPOSAL AND EXTENSION TO PUSU
DEADLINE
The independent Board of Hargreaves
Lansdown[1] (the 'Board')
confirms that it has received a further
non-binding proposal (the 'Revised Proposal') from a
consortium comprising CVC Advisers Limited
('CVC'), Nordic Capital XI Delta, SCSP (acting through its general
partner Nordic Capital XI Delta GP SARL) ('Nordic Capital'), and
Platinum Ivy B 2018 RSC Limited ('Platinum Ivy'), a wholly-owned
subsidiary of Abu Dhabi Investment Authority ('ADIA') managed by
the Private Equities investment department of ADIA
(together, the 'Consortium') to acquire Hargreaves Lansdown
at a price of 1,140p per Hargreaves Lansdown share in cash
(the 'Revised Possible Cash Offer'), of which 30p comprises a
FY2024 final dividend, with an option for Hargreaves Lansdown
shareholders to elect for a rollover equity alternative in respect
of some or all of their Hargreaves Lansdown shares.
The rollover equity alternative would provide
participating Hargreaves Lansdown shareholders the opportunity to
re-invest their shareholding and co-invest in the Consortium's
unlisted acquisition vehicle on an economically pari passu basis,
subject to an overall maximum participation of 35 per cent of the
equity in the unlisted vehicle and limitations on
transferability.
The Revised Proposal is subject to a number of
pre-conditions, including completion of satisfactory due diligence
and agreement of definitive transaction documentation.
This Revised Proposal follows three previous
approaches from the Consortium in recent months.
The Board remains confident in management's ability
to execute Hargreaves Lansdown's strategic priorities and in
Hargreaves Lansdown's fundamental longer term prospects. However,
having evaluated the Revised Possible Cash Offer, which would
provide the certainty of value in cash to shareholders, the Board
has decided to engage with the Consortium and provide confirmatory
due diligence access.
The Board has confirmed to the Consortium that the
Revised Possible Cash Offer is at a value that the Board would be
willing to recommend unanimously to Hargreaves Lansdown
shareholders, should a firm intention to make an offer pursuant to
Rule 2.7 of the Code be announced on such financial terms and
subject to agreement on other key terms of the Consortium's
proposal and definitive transaction documentation.
In accordance with Rule 2.6(c) of the Code, the
Board has requested, and the Panel on Takeovers and Mergers (the
'Panel') has consented to, an extension to the date by which the
Consortium must either announce a firm intention to make an offer
for Hargreaves Lansdown under Rule 2.7 of the Code or announce that
it does not intend to make an offer for Hargreaves Lansdown, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. Such announcement must now be made by
not later than 5.00 pm on 19 July
2024. This deadline may only be extended with the
agreement of Hargreaves Lansdown and the Panel in accordance with
Rule 2.6(c) of the Code.
This announcement has been made without the prior
consent of the Consortium.
As a result, there can be no certainty that any
firm offer will be made for Hargreaves Lansdown, nor as to the
terms on which any firm offer might be made.
A further announcement will be made as and when
appropriate.
Enquiries:
Hargreaves
Lansdown
James Found, Head of Investor
Relations
Tel: +44 (0) 7970 066 634
Lucy Thomas, Corporate Affairs
Director
Tel: +44 (0) 7779 639 460
Fenchurch
Advisory Partners (Lead Financial Adviser to
HL)
Tel: +44 (0) 20 7382 2222
Kunal Gandhi
Rob Williams
Graham Marchant
Josh Needham
Barclays Bank
PLC, acting through its Investment Bank (Joint Financial Adviser
and Corporate Broker to
HL)
Tel: +44 (0) 20 7623 2323
Alisdair Gayne
Adrian Beidas
Richard Bassingthwaighte
Callum West
Deutsche Numis
(Joint Financial Adviser and Corporate Broker to HL)
Tel: +44 (0) 20 7260 1000
Charles Farquhar
Daniel Werchola
Derek Shakespeare
Rajesh Iyer
Morgan Stanley
& Co. International plc (Special Financial Adviser to the
Independent Board of HL)
Gillian
Sheldon
Tel: +44 (0) 20 7425 8000
Ben Grindley
Adrian Doyle
Nishil Bhagani
Brunswick (Communications adviser to HL)
Tel:
+44 (0) 207 404 5959
Nick Cosgrove
Joanna Donne
The person responsible for arranging
release of this announcement on behalf of HL is Claire Chapman,
Group General Counsel and Company Secretary.
Further information
This announcement is not intended to and does
not constitute an offer to buy or the solicitation of an offer to
subscribe for or sell or an invitation to purchase or subscribe for
any securities or the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in
whole or in part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
Fenchurch Advisory Partners LLP
('Fenchurch'), which is authorised and regulated by the FCA, is
acting exclusively for Hargreaves Lansdown and no-one else in
connection with the possible offer and will not be responsible to
anyone other than Hargreaves Lansdown for providing the protections
afforded to clients of Fenchurch nor for providing advice in
relation to the possible offer or any other matters referred to in
this announcement.
Barclays Bank PLC, acting through
its Investment Bank, 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 Hargreaves Lansdown and no one else in
connection with the possible offer and will not be responsible to
anyone other than Hargreaves Lansdown for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the possible offer or any other matter referred to in
this announcement.
Numis Securities Limited ('Deutsche
Numis'), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for
Hargreaves Lansdown and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than Hargreaves Lansdown
for providing the protections afforded to clients of Deutsche
Numis, nor for providing advice in relation to any matter referred
to herein. Neither Deutsche Numis nor any of its affiliates (nor
any of their respective directors, officers, employees or agents),
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 Deutsche
Numis in connection with this announcement, any statement contained
herein or otherwise.
Morgan Stanley & Co.
International plc ("Morgan Stanley") which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom is acting as special adviser exclusively for the
Hargreaves Lansdown Board and no one else in connection with the
possible offer. In connection with the possible offer, Morgan
Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any person other than
Hargreaves Lansdown for providing the protections afforded to
clients of Morgan Stanley or for providing advice in connection
with the possible offer or any other matter referred to
herein.
Forward looking
statements
This announcement, oral statements made
regarding the possible offer, and other information published by
Hargreaves Lansdown may contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Hargreaves Lansdown about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the
expected effects of the possible offer on Hargreaves Lansdown, the
expected timing and scope of the possible offer and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although Hargreaves Lansdown believes that the
expectations reflected in such forward-looking statements are
reasonable, Hargreaves Lansdown can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, changes in the global,
political, economic, business, competitive, market and regulatory
environment, future exchange and interest rates, changes in tax
rates and future business combinations or dispositions. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither Hargreaves Lansdown, nor any of
its respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the UK Listing
Rules and the Disclosure Guidance and Transparency Rules of the
FCA), Hargreaves Lansdown is under no obligation, and Hargreaves
Lansdown expressly disclaims any intention or obligation, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
No statement in this announcement is intended
as a profit forecast or profit estimate.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified.
You should contact the Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Publication on website and provision
of information
A copy of this announcement will be made
available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Hargreaves Lansdown's
website at www.hl.co.uk/investor-relations
by no later than 12 noon (London time) on 19 June 2024. For
the avoidance of doubt, the contents of the website referred to
above are not incorporated into and do not form part of this
announcement.