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'). THERE
CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE.
FOR IMMEDIATE RELEASE
22nd May 2024
Hargreaves Lansdown plc ('Hargreaves Lansdown' or
'HL')
RESPONSE TO RECENT ANNOUNCEMENT
The independent Board of Directors of Hargreaves
Lansdown[1] (the 'Board') notes the
announcement 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') and
confirms that it had previously received two approaches from the
Consortium regarding a possible offer for Hargreaves Lansdown, most
recently at a price of 985 pence per ordinary share in the
share capital of Hargreaves Lansdown (the 'Proposal').
The Board confirms that it unanimously rejected the
Proposal on the basis it substantially undervalues Hargreaves
Lansdown and its future prospects. The Board is focused on
executing its strategy and looks forward to updating the market at
the full year results on 9th August 2024. In the
meantime, shareholders are advised to take no action.
In accordance with Rule 2.6(a) of the Code, by
not later than 5.00 pm on 19th June 2024, being 28 days
after today's date, 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. This
deadline may only be extended with the agreement of Hargreaves
Lansdown and the Takeover Panel in accordance with Rule 2.6(c) of
the Code.
It should be noted that the Consortium has not
given its consent to the inclusion of these terms in this
announcement.
There can be no certainty that any firm offer
will 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 (Financial Adviser to
HL)
Tel: +44 (0) 20 7382 2222
Kunal Gandhi
Rob Williams
Graham Marchant
Richard Locke
Rule 2.9 information
In accordance with Rule 2.9 of the
Code, HL confirms that as at the close of business on
21st May 2024 its issued share capital consisted of
474,318,625 ordinary shares of 0.4 pence each. The International
Securities Identification Number for HL ordinary shares is
GB00B1VZ0M25.
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.
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 believe 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 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 hard
copies
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 23rd May
2024. For the avoidance of doubt, the contents of those websites
are not incorporated into and do not form part of this
announcement.
Hargreaves Lansdown shareholders may request a
hard copy of this announcement by contacting Equiniti Limited (the
'Registrar'), HL's registrar, during business hours on +44 (0) 345
603 7037 or by submitting a request in writing to Registrar at
Aspect House, Spencer Road, Lancing, BN99 6ZL. If you have received
this announcement in electronic form, copies of this announcement
and any document or information incorporated by reference into this
document will not be provided unless such a request is
made.
Please be aware that addresses, electronic
addresses and certain other information provided by Hargreaves
Lansdown Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Hargreaves
Lansdown may be provided to the Offeror during the offer period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c).