NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
22 May 2024
Statement regarding
Hargreaves Lansdown plc ("HL")
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") note the
recent speculation regarding a possible offer for HL.
The Consortium confirms that it is
considering a possible offer for HL, most recently having
approached the Board of HL at 985 pence per HL share on 26 April
2024. The Board of HL rejected this proposal.
There can be no certainty that any
firm offer will be made.
A further announcement will be made
as and when appropriate.
In accordance with Rule 2.6(a) of
the Code, the Consortium must, by not later than 5.00 p.m. (London
time) on 19 June 2024, either announce a firm intention to make an offer for HL in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Panel on
Takeovers and Mergers (the "Takeover Panel") in accordance with
Rule 2.6(c) of the Code.
Enquiries:
CVC
Carsten
Huwendik
Nick
Board
Nordic
Capital
Elin
Ljung
ADIA
Garry
Nickson
Goldman Sachs
International
Mark
Sorrell
Nick
Harper
James
Lucas
Cara
Pazdon
FGS
Global
Guy Lamming
Mike Turner
Anjali Unnikrishnan
|
+44 (0) 207 420 4200
+46 8 440 5050
+971 2 415 0000
+44 (0) 207 774 1000
+44 (0) 20 7251 3801
|
Important Notices
Goldman Sachs International, which is
authorised by the Prudential Regulation Authority (the "PRA") and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA") and the PRA is acting as financial adviser to the
Consortium and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other
than the Consortium for providing the protections afforded to
clients of Goldman Sachs International, nor for providing advice in
relation to the contents of this announcement or any other matters
referred to herein.
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to subscribe to buy, purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote in any jurisdiction,
whether pursuant to this announcement or otherwise.
Prior to this announcement it has not been
practicable for the Consortium to make enquiries of all persons
acting in concert with it to determine whether any dealings in HL
shares by such persons give rise to a requirement under Rule 6 or
Rule 11 of the Code for the Consortium, if it were to make an
offer, to offer any minimum level, or particular form, of
consideration. In accordance with note 4 on Rule 2.4, any such
details shall be announced as soon as practicable and in any event
by no later than 5 June 2024.
The release, publication or distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe
such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such
jurisdiction.
This announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU)
No 596/2014 (as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018). Upon publication of this
announcement, this inside information will be considered to be in
the public domain.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a
copy of this announcement will be available on CVC's website
(www.cvc.com) and Nordic Capital's website (www.nordiccapital.com)
by no later than 12 noon (London time) on the business day
following the date of this announcement. The content of the website
referred to in this announcement is not incorporated into, and does
not form part of, this announcement.
Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who
is interested in 1 per cent. 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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 Takeover 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.