The scheme of arrangement for the Hargreaves Lansdown acquisition by Harp Bidco Limited has become effective.
Harp Bidco Limited (“Bidco”) is 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.
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 is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
After the Court sanctioned the Scheme on 18 March 2025 and following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective.
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.
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.
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% 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.
