The independent Board of Directors of Hargreaves Lansdown plc (LON:HL) confirms that it has received a further non-binding proposal from a consortium consisting of CVC Advisers Limited, Nordic Capital XI Delta, SCSP (acting through the 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”) which manages ADIA’s Private Equities investment arm.
The Consortium proposes to acquire Hargreaves Lansdown at a price of 1,140p per Hargreaves Lansdown share in cashof which 30p is a final FY2024 dividend, with an option for Hargreaves Lansdown shareholders to elect alternative conversion equity in respect of some or all of their Hargreaves Lansdown shares.
The alternative equity conversion would provide the participating shareholders of Hargreaves Lansdown with the opportunity to reinvest their share and co-invest in the Consortium’s unlisted acquisition vehicle on an economically equivalent basis, subject to an aggregate maximum 35 percent equity interest in the unlisted vehicle and transportability restrictions.
The Revised Proposal is subject to a number of conditions, including the completion of satisfactory due diligence and the agreement of definitive transaction documentation.
This revised proposal follows three previous approaches by the Consortium in recent months.
Hargreaves Lansdown commented:
“Having evaluated the revised potential cash offering, which would provide certainty of cash value to shareholders, the Board has decided to work with the Consortium and provide confirmatory due diligence access.”
Pursuant to Rule 2.6(c) of the Code, the Board requested, and the Mergers and Acquisitions Panel (the “Panel”) agreed, an extension of 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 announces 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. This announcement must now be made by 17:00 on 19 July 2024 at the latest.
As a result, there can be no assurance that any firm offer will be made for Hargreaves Lansdown, nor as to the terms on which any firm offer could be made.