The independent Board of Hargreaves Lansdown plc (LON:HL) confirms that it has received a further non-binding proposal from a consortium comprising CVC Advisers Limited, Nordic Capital XI Delta, SCSP (acting through its general partner Nordic Capital XI Delta GP SARL), and Platinum Ivy B 2018 RSC Limited, a wholly-owned subsidiary of Abu Dhabi Investment Authority (‘ADIA’) managed by the Private Equities investment department of ADIA.
The Consortium proposes to acquire Hargreaves Lansdown at a price of 1,140p per Hargreaves Lansdown share in cash, 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.
Hargreaves Lansdown commented:
“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”.
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.
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.
