Announcement • Mar 25
The Consortium of CVC Capital Partners Limited, Nordic Capital XI Delta, SCSp and Platinum Ivy B 2018 Rsc Limited completed the acquisition of Hargreaves Lansdown plc (LSE:HL.) from group of sellers.
The Consortium of CVC Capital Partners Limited, Nordic Capital XI Delta, SCSp and Platinum Ivy B 2018 Rsc Limited made an offer to acquire Hargreaves Lansdown plc (LSE:HL.) from group of sellers for £5.4 billion on April 26, 2024. The Consortium of CVC Capital Partners Limited, Nordic Capital XI Delta, SCSp and Platinum Ivy B 2018 Rsc Limited have reached agreement to acquire Hargreaves Lansdown plc (LSE:HL.) from group of sellers on August 9, 2024. Under the terms, the Consortium approached the Board of Hargreaves Lansdown at £9.85 per Hargreaves Lansdown share. The Board is focused on executing its strategy and looks forward to updating the market at the full year results on August 9, 2024. In the meantime, shareholders are advised to take no action. As of April 26, 2024, the Board confirms that it unanimously rejected the Proposal on the basis it substantially undervalues Hargreaves Lansdown and its future prospects. As of July 18, 2024, bid price increase to £11.40 per share from £9.85 per share. The Revised Proposal is subject to a number of pre-conditions, including completion of satisfactory due diligence and agreement of definitive transaction documentation. The Board of Hargreaves 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. As of June 18, 2024, Hargreaves said its board would support the revised offer. As of June 26, 2024, Lansdown shareholders expressed dismay at a £5.4 billion takeover offer for the investment platform in an open letter to the company's chair considering unconvinced for the offer was whether fair to all stakeholders. The board of Hargreaves Lansdown has requested an extension for the private equity firms to formalize their offer beyond the original deadline set for Wednesday, in accordance with UK takeover regulations. As of July 19, 2024, Board of Hargreaves Lansdown has requested, and the Panel has consented to, an extension to the deadline by which the Consortium is required either to announce a firm intention to make an offer for Hargreaves Lansdown to announce that it does not intend to make an offer on August 5, 2024 (the 'Revised PUSU Deadline').The Revised PUSU Deadline may only be extended with the agreement of Hargreaves Lansdown and the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code. Accordingly, the Board of Hargreaves Lansdown has requested, and the Panel on Takeovers and Mergers has consented to, a short extension to the PUSU deadline. Therefore, in accordance the Consortium is now required on 9 August 2024 to either announce a firm intention to make an offer for Hargreaves Lansdown or announce that it does not intend to make an offer, in which case the announcement would be treated as a statement. As on August 9, 2024, the financial terms of the Cash Offer and the Alternative Offer are final and will not be increased or improved, except that offeror reserves the right to increase the amount of the Cash Consideration and improve the financial terms of the Alternative Offer if there is an announcement on or after the date of this announcement of an offer or a possible offer for HL by a third party offeror or potential offeror. Each of the HL Independent Directors has confirmed that they do not intend to elect for the Alternative Offer in respect of any HL Shares of which they are the registered or beneficial holder, and that they instead wish to receive the Cash Consideration pursuant to the terms of the Cash Offer. If the Scheme becomes Effective, assuming all eligible HL Shareholders validly elect to receive consideration by means of the Alternative Offer in respect of 35% of their holdings of HL Shares and no such elections are scaled back as a result of the US Holders Cap or the Shareholding Cap, following satisfaction of the Cash Consideration and subject to implementation of the Rollover, HL Shareholders will hold up to 35% of the economic rights in Topco. Accordingly, the HL Independent Directors intend to unanimously recommend HL Shareholders to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting as they have irrevocably undertaken. It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement. The Conditions include the receipt of regulatory approvals, including: (i) the receipt or waiver of China Antitrust Clearance, EU Antitrust Clearance, Swiss Antitrust Clearance, Turkish Antitrust Clearance and UK Antitrust Clearance; and (ii) the receipt of approval of the change in control of certain regulated entities within the HL Group by the FCA. the Swiss Competition Commission having unconditionally approved the Acquisition or any and all relevant parts of it in writing. The Acquisition is currently expected to complete during the first quarter of 2025. As of October 1, 2024, China Antitrust and European Commission approved the Acquisition. As of October 8, 2024, the Swiss Competition Commission unconditionally approved the Acquisition. As of October 14, 2024, Hargreaves Lansdown shareholders approved the deal and Scheme Shareholders voted in favor of Scheme at the Court Meeting. As of October 31, 2024, the Turkish Competition Board unconditionally approved the acquisition, but noted its completion remains contingent on the satisfaction of further outstanding conditions. These include both the court sanctioning the deal at the sanction hearing and the receipt of approval from the FCA for the change of control of regulated entities within Hargreaves Lansdown. Shareholders are due to receive £11.40 per share per share in cash, including a £0.30 dividend from Hargreaves, as the firm is taken off of London's stock market. The financial terms of the Cash Offer and the Alternative Offer are final and will not be increased or improved, except that Offeror reserves the right to increase the amount of the Cash Consideration and improve the financial terms of the Alternative Offer. As of December 20, 2024, KDB Asia Limited and The Royal Bank of Scotland International Limited, London Branch (collectively, the "DecemberRCF Lenders" and together with the Original RCF Lenders the "RCF Lenders") and the Original RCF Lenders amended and restated the Original RCF Commitment Letter (such amended and restated commitment letter, the "RCF Commitment Letter") in order to provide additional RCF commitments of £55 million to Finco. As of March 18, 2025, Court has made the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.
Kunal Gandhi, Rob Williams, Graham Marchant and Richard Locke of Fenchurch Advisory Partners LLP acted as financial advisor and Equiniti Limited acted as transfer agent to Hargreaves Lansdown. Mark Sorrell, Nick Harper, James Lucas and Cara Pazdon of Goldman Sachs International acted as financial advisor to the Consortium. Alisdair Gayne, Adrian Beidas, Richard Bassingthwaighte and Callum West of Barclays Bank PLC, Charles Farquhar, Daniel Werchola, Derek Shakespeare and Rajesh Iyer of Numis Securities Limited acted as financial advisor to Hargreaves Lansdown. Gillian Sheldon, Ben Grindley, Adrian Doyle and Nishil Bhagani of Morgan Stanley & Co. International plc acted as financial advisor to Independent Board of Hargreaves Lansdown. Keir MacLennan, Dipak Bhundia, David Higgins, Chris Connolly and Victoria Legg, Christopher Shield, Leon Daoud and Ben Burton, Prem Mohan, Thomas Wilson and Athina Van Melkebeke, Peter Abbott and Siv Devakumar, Max Harris, Anand Damodaran, Amy Fox and AJ Eriksson and Lisa Zhang of Kirkland & Ellis International LLP acted as legal advisor to Nordic Capital XI Delta, SCSp. Linklaters LLP acted as legal advisor to Platinum Ivy B 2018 Rsc Limited, Macfarlanes LLP and Freshfields Bruckhaus Deringer LLP acted as legal advisor to Hargreaves Lansdown plc.
The Consortium of CVC Capital Partners Limited, Nordic Capital XI Delta, SCSp and Platinum Ivy B 2018 Rsc Limited completed the acquisition of Hargreaves Lansdown plc (LSE:HL.) from group of sellers on March 24, 2025. Dealings in Hargreaves Lansdown were suspended with effect from 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 March 25, 2025. 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. 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 April 7, 2025.
