REG - Hargreaves Lansdown - Offer Rejection

Hargreaves LansdownAnnouncement

23/05/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240523:nRSW5457Pa&default-theme=true

RNS Number : 5457P  Hargreaves Lansdown PLC  22 May 2024

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

22(nd) 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 9(th) 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
19(th) 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 21(st) 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
(http://www.hl.co.uk/investor-relations) by no later than 12 noon (London
time) on 23(rd) 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).

 1            Comprising Hargreaves Lansdown's full Board excluding
Peter Hargreaves' shareholder representative, who is a non-independent
non-executive director.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OREFLFVDESIFFIS