REG - CVC Advisers Limited Hargreaves Lansdown Nordic Cap XI Delta - Scheme of Arrangement Becomes Effective

Hargreaves LansdownAnnouncement

24/03/2025 14:45

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RNS Number : 9221B  CVC Advisers Limited  24 March 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

24 March 2025

RECOMMENDED FINAL CASH ACQUISITION

of

Hargreaves Lansdown plc ("HL")

by

Harp Bidco Limited ("Bidco")

(a newly formed company indirectly owned by CVC Private Equity Funds, Nordic
Capital XI Delta, SCSp (acting through its general partner, Nordic Capital XI
Delta GP SARL) and Platinum Ivy B 2018 RSC Limited)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 9 August 2024, the HL Independent Directors and the board of directors of
Bidco announced that they had reached agreement on the terms and conditions of
a recommended final cash acquisition of the entire issued and to be issued
ordinary share capital of HL by Bidco (the "Acquisition"). The Acquisition is
being implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in relation to the Scheme, which sets out the full terms
and conditions of the Acquisition, was published on 6 September 2024 (the
"Scheme Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document.

HL and Bidco are pleased to announce that, further to the joint announcement
by HL and Bidco on 18 March 2025 that the Court had sanctioned the Scheme and
following delivery of a copy of the Court Order to the Registrar of Companies
today, the Scheme has now become Effective.

Settlement of consideration

Under the terms of the Scheme, each Scheme Shareholder on the register of
members of HL at the Scheme Record Time (being 6.00 p.m. on 21 March 2025) is
entitled to receive 1,110 pence for each Scheme Share held by them at that
time, except to the extent that such Scheme Shareholder validly elected for
(and was eligible to elect for) the Alternative Offer in lieu of the Cash
Consideration to which they would otherwise be entitled.

Valid elections for the Alternative Offer will be satisfied in full. As a
result, subject to implementation of the Rollover, each Eligible Scheme
Shareholder who validly elected for the Alternative Offer will receive one
Rollover Security for each HL Share in respect of which they made such a valid
election.

Settlement of the Cash Consideration to which any Scheme Shareholder is
entitled will be effected by the despatch of cheques (for HL Shareholders
holding Scheme Shares in certificated form) or the crediting of CREST accounts
(for HL Shareholders holding Scheme Shares in uncertificated form) as soon as
practicable.

Share certificates in respect of the Rollover Securities will, subject to
implementation of the Rollover, be despatched by first class post (or by
airmail, if overseas) as soon as practicable to each relevant Scheme
Shareholder at the address appearing in the register of members of HL at the
Scheme Record Time or, in the case of joint holders, to the address of the
holder whose name stands first in such register in respect of the joint
holding concerned.

The latest date for settlement of the consideration in relation to the
Acquisition (including the Cash Consideration and the consideration due under
the Alternative Offer) is 7 April 2025.

Suspension and delisting

As previously advised, dealings in HL Shares were suspended with effect from
7:30 a.m. today.

Applications have been made to the FCA and the London Stock Exchange in
relation to the cancellation of the listing of HL Shares on the Official List
and cancellation of the admission to trading of HL Shares on the main market
of the London Stock Exchange, which are each expected to take place at 8.00
a.m. on 25 March 2025. As a result of the Scheme having become Effective,
share certificates in respect of HL Shares have ceased to be valid documents
of title and entitlements to HL Shares held in uncertificated form in CREST
are being cancelled.

Board changes

As the Scheme has now become Effective, HL announces that, Alison Platt, Penny
James, Andrea Blance, Adrian Collins, Darren Pope, Michael Morley and John
Troiano have each tendered their resignation and stepped down from the board
of directors of HL.

In addition, Amy Stirling (Chief Financial Officer), Bruce Hemphill, Dan Olley
(Chief Executive Officer), John Troiano, Lars- Åke Norling, Mary O'Connor and
Richard Flint have been appointed as directors of the Bidco Board and Bruce
Hemphill has been appointed as the Chair of the Bidco Board, in each case with
effect from the Scheme becoming Effective. They will join Emil Anderson, Faris
Cassim, Nawfal Belhachmi, Peter Rutland, Pev Hooper and Richard Riboe, who are
current directors of the Bidco Board.

In addition, as a result of having validly elected for the Alternative Offer
in respect of 50 per cent. of his HL Shares, subject to implementation of the
Rollover, Peter Hargreaves is expected to be confirmed as a Substantial B
Shareholder, meaning that he will be entitled to nominate one director to the
Bidco Board.

End of offer period

HL is no longer in an 'offer period' as defined in the Code and accordingly
the dealing disclosure requirements previously notified to HL Shareholders no
longer apply.

Enquiries:

 Hargreaves Lansdown plc
 James Found, Head of Investor Relations                                                                                                                                             +44 (0) 7970 066 634
 Lucy Thomas, Corporate Affairs Director                                                                                                                                             +44 (0) 7779 639 460
 Fenchurch Advisory Partners (Lead Financial Adviser to                                                                                                                              +44 (0) 20 7382 2222
 HL)

 Kunal Gandhi

 Rob Williams

 Graham Marchant

 Josh Needham

 Aoife Byrne
 Barclays Bank PLC, acting through its Investment Bank (Joint Financial Adviser                                                                                                      +44 (0) 20 7623 2323
 and Corporate Broker to
 HL)

 Alisdair Gayne

 Adrian Beidas

 Richard Bassingthwaighte

 Callum West

 Stuart Muress
 Deutsche Numis (Joint Financial Adviser and Corporate Broker to HL)                                                                                                                 +44 (0) 20 7260 1000

 Charles Farquhar

 Daniel Werchola

 Derek Shakespeare

 Rajesh Iyer

 Oliver Harding
 Morgan Stanley & Co. International plc (Special Financial Adviser to the                                                                                                            +44 (0) 20 7425 8000
 Independent HL Board)

 Gillian
 Sheldon

 Ben Grindley

 Adrian Doyle

 Nishil Bhagani
 Brunswick (PR Adviser to                                                                                                                                                            +44 (0) 20 7404 5959
 HL)

 Nick Cosgrove

 Joanna Donne
 CVC Private Equity Group                                                                                                                                                            +44 (0) 20 7420 4200

 Carsten Huwendiek

 Nick Board
 Nordic Capital                                                                                                                                                                      +46 8 440 5050

 Elin Ljung (of Nordic Capital Advisors)
 Platinum Ivy                                                                                                                                                                        +971 2 415 0000

 Garry Nickson
 Goldman Sachs International (Financial Adviser to Bidco and the Consortium)                                                                                                         +44 (0) 20 7774 1000

 Mark Sorrell

 Nick Harper

 Cara Pazdon

 Camila Rodriguez-Bedoya
 FGS Global (PR Adviser to Bidco and the Consortium)                                                                                                                                 +44 (0) 20 7251 3801

 Guy Lamming

 Mike Turner

 Anjali Unnikrishnan

Freshfields LLP is acting as legal adviser to HL.

Kirkland & Ellis International LLP is acting as legal adviser to Bidco
and Nordic Capital XI Delta. Latham & Watkins (London) LLP is acting as
legal adviser to CVC. Linklaters LLP is acting as legal adviser to Platinum
Ivy.

Important notices relating to financial advisers

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for HL and
no one else in connection with the Acquisition described in this announcement
and accordingly will not be responsible to anyone other than HL for providing
the protections afforded to its clients nor for providing advice in relation
to the matters described in this announcement.

Barclays Bank PLC ("Barclays"), acting through its Investment Bank, is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for HL and no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than HL for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the Acquisition, the content of this
announcement 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 FCA, is acting exclusively for HL 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 HL 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 PRA and regulated by the FCA and the PRA in the United
Kingdom is acting as special financial adviser exclusively for the Independent
HL Board and no one else in connection with the matters contained in this
announcement. 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 the Independent
HL Board for providing the protections afforded to clients of Morgan Stanley
or for providing advice in connection with the matters contained in this
announcement or any other matter referred to herein.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom is acting
exclusively for Bidco and the Consortium as financial advisers and no one else
in connection with the Acquisition and other matters set out in this
announcement and will not be responsible to anyone other than Bidco and the
Consortium for providing the protections afforded to clients of Goldman Sachs,
nor for providing advice in connection with the Acquisition, the content of
this announcement or any matter referred to herein. Neither Goldman Sachs nor
any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Goldman Sachs in connection with this
announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of HL in any jurisdiction in
contravention of applicable law. The Acquisition is being made solely by means
of the Scheme Document which, together with the Forms of Proxy and the Form of
Election, contain the full terms and conditions of the Acquisition. Any
decision in respect of, or other response in relation to, the Scheme or the
Acquisition should be made only on the basis of the information in the Scheme
Document.

This announcement does not constitute a prospectus or prospectus equivalent
document.

If you are in any doubt as to the contents of this announcement or the Scheme
Document (or any of its accompanying documents) or what action you should
take, you are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser authorised under the Financial Services
and Markets Act 2000, if you are resident in the United Kingdom, or, if not,
from another appropriately authorised independent financial adviser.

Overseas shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Neither this announcement nor the Scheme Document (nor any of its accompanying
documents) do or are intended to constitute or form part of any offer or
invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval
pursuant to the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful. This announcement has been prepared in
accordance with and for the purpose of complying with English law, the
Takeover Code, the Market Abuse Regulation, the Listing Rules and the
Disclosure Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance with the laws
of jurisdictions outside England.

The availability of the Acquisition (including the Alternative Offer) to HL
Shareholders who are not resident in and citizens of the UK may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition (including the Alternative
Offer) disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition (including the
Alternative Offer) will not be made available, in whole or in part, directly
or indirectly, in, into, from, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Scheme by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement, the Scheme Document and other
documentation relating to the Acquisition (including the Alternative Offer)
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted Jurisdiction. Doing
so may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer (including
the Alternative Offer) may not be made directly or indirectly, in, into, from,
or by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and the Offer (including the Alternative Offer) may not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

HL Shareholders should be aware that the Acquisition may have tax consequences
and that such consequences, if any, are not described herein. HL Shareholders
are urged to consult with appropriate legal, tax and financial advisers in
connection with the consequences of the Acquisition (including any election
for the Alternative Offer) on them. A summary of the expected tax impact of
the Acquisition for UK shareholders is set out in Part VIII (UK Taxation) of
the Scheme Document.

Further details in relation to Overseas Shareholders are contained in
paragraph 16 of Part II (Explanatory Statement) of the Scheme Document.

Notice to US HL Shareholders

The Acquisition relates to the shares of an English company with shares
admitted to trading on the London Stock Exchange and is being made by means of
a scheme of arrangement provided for under English law. A transaction
implemented by means of a scheme of arrangement is not subject to the tender
offer or proxy solicitation rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements and practices applicable in
the UK to takeover offers and schemes of arrangement which differ from the
disclosure requirements of the US tender offer and proxy solicitation rules.
The financial information included or referred to in the Rule 2.7
Announcement, the Scheme Document and this announcement (as applicable) has
been or will have been prepared in accordance with generally accepted
accounting principles of the UK and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the US, such Offer will be made in
compliance with applicable US laws and regulations.

It may be difficult for US holders of HL Shares to enforce their rights and
any claim arising out of US federal laws, since Bidco, each member of the
Topco Group and HL are located in non-US jurisdictions, and some or all of
their officers and directors may be residents of non-US jurisdictions. US
holders of HL Shares may not be able to sue a non-US company or its officers
or directors in a non-US court for violations of the US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco, its nominees or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, HL Shares
outside of the US, other than pursuant to the Acquisition, until the date on
which the Acquisition becomes Effective, lapses or is otherwise withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs
will continue to act as an exempt principal trader in HL Shares on the London
Stock Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website,
www.londonstockexchange.com (http://www.londonstockexchange.com) .

US HL Shareholders also should be aware that the Acquisition may have tax
consequences in the US and that such consequences, if any, are not described
in this announcement or the Scheme Document. US HL Shareholders are urged to
consult with appropriate legal, tax and financial advisers in connection with
the tax impact of the Acquisition on them.

The Loan Notes and, subject to the implementation of the Rollover, the
Rollover Securities to be issued under the Alternative Offer will not be
registered under the US Securities Act or under relevant securities laws of
any state or territory or other jurisdiction of the United States. The Topco
Group expects to issue the Loan Notes and, subject to implementation of the
Rollover, the Rollover Securities in reliance upon the exemption from the
registration requirements under the US Securities Act provided by Section
3(a)(10) thereof. Section 3(a)(10) exempts securities issued in specified
exchange transactions from the registration requirement under the US
Securities Act where, among other requirements, the fairness of the terms and
conditions of the issuance and exchange of such securities have been approved
by a court or governmental authority expressly authorised by law to grant such
approval, after a hearing upon the fairness of the terms and conditions of the
exchange at which all persons to whom the relevant securities are proposed to
be issued have the right to appear (and will not encounter any improper
impediments to appear) and receive adequate and timely notice thereof. If the
exemption afforded by Section 3(a)(10) is not available, then the Topco Group
expects to avail itself of another available exemption to the registration
requirements under the US Securities Act. If Bidco exercises its right to
implement the acquisition of the HL Shares by way of an Offer, the Rollover
Securities will not be offered in the US except pursuant to an exemption from
or in a transaction not subject to registration under the US Securities Act.

The Rollover Securities will not be listed on any stock exchange. Neither the
US Securities and Exchange Commission nor any US state securities commission
has approved or disapproved of the Alternative Offer or has determined or will
determine if the Scheme Document or this announcement is accurate or complete.
Any representation to the contrary is a criminal offence.

Forward looking statements

This announcement, statements made regarding the Acquisition, and other
information published by Bidco and HL 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 Bidco and HL 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 implementation of the Acquisition 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 "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "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. Forward looking statements may
include (amongst other things) statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of Bidco's, HL's, any member of the Topco Group's or any member of
the HL Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, HL's, any member of the Topco Group or any
member of the HL Group's business.

Although Bidco and HL believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and HL 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 and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; future
business combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; changes in
the anticipated benefits from the Acquisition not being realised as a result
of changes in general economic and market conditions in the countries in which
Bidco and HL operate; weak, volatile or illiquid capital and/or credit
markets; changes in tax rates; interest rate and currency value fluctuations;
the degree of competition in the geographic and business areas in which Bidco
and HL operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor HL, nor any of their 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 any reliance on these forward-looking
statements. The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking statements
attributable to Bidco or any member of the Topco Group or the HL Group, or any
of their respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor HL is under any obligation, and Bidco and HL expressly disclaim any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Publication on a website

A copy of this announcement will be made available, subject to certain
restrictions relating to persons in, or resident in, Restricted Jurisdictions,
on HL's website at www.hl.co.uk/investor-relations
(http://www.hl.co.uk/investor-relations) . For the avoidance of doubt, neither
the content of this website nor of any website referred to or accessible from
any hyperlinks set out in this announcement is incorporated by reference or
forms part of this announcement.

Time

All references to times in this announcement are to London, United Kingdom
time.

General

The statements contained in this announcement are made as at the date of this
announcement unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date. Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of HL or Bidco
except where otherwise expressly stated.

The Acquisition is subject to English law, the jurisdiction of the courts of
England and Wales, and the applicable requirements of the Companies Act, the
Takeover Code, the Panel, the London Stock Exchange and the FCA.

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