The independent directors of Hargreaves Lansdown plc (LON:HL) and the board of directors of Harp Bidco Limited announce that they have reached agreement on the terms and conditions of a recommended final cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of HL.
Harp Bidco Limited is a newly formed company to be 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.
Under the terms of the Acquisition, each HL Shareholder will be entitled to receive for each HL Share 1,140 pence in cash comprised of:
- cash consideration of 1,110 pence per HL Share (the “Cash Consideration”); and
- a dividend of 30 pence per HL Share in respect of the Financial Year ended 30 June 2024 (the “2024 Full-Year Dividend”).
The 2024 Full-Year Dividend is expected to be paid by HL by no later than the end of November 2024.
The Cash Offer values HL’s entire issued, and to be issued, ordinary share capital at approximately £5,443 million on a fully diluted basis.
The Cash Offer represents a premium of approximately:
- 54.1 per cent. to the Closing Price of 740.0 pence per HL Share on 11 April 2024 (being the last Business Day before the Consortium’s initial approach to the HL Board);
- 48.5 per cent. to the volume-weighted average price of 767.7 pence per HL Share for the three-month period ended 21 May 2024 (being the last Business Day before the commencement of the Offer Period); and
- 51.7 per cent. to the volume-weighted average price of 751.5 pence per HL Share for the six-month period ended 21 May 2024 (being the last Business Day before the commencement of the Offer Period).
The financial terms of the Cash Offer are final and will not be increased or improved, except that Bidco 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.
