TIDMHL.
RNS Number : 2586C
Barclays Capital Securities Limited
06 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL OR TO US PERSONS.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PRESS RELEASE
United Kingdom, 6 February 2020
Accelerated bookbuild offering of approximately GBP500 million
of existing ordinary shares in Hargreaves Lansdown plc
Peter Hargreaves (the "Vendor") is selling approximately GBP500
million of existing ordinary shares in Hargreaves Lansdown plc
("Hargreaves Lansdown" or the "Company"). The sale will be
undertaken via an accelerated bookbuild offering to institutional
investors (the "Offering").
The Offering is being undertaken to enable Peter Hargreaves to
diversify his assets. Peter Hargreaves intends to remain a
significant shareholder for the longer term following the
completion of the Offering.
Peter Hargreaves said, "I have decided to sell some of my shares
in Hargreaves Lansdown. This is part of a process of long-term
financial planning to diversify my assets. I remain, and will
continue to be, a substantial shareholder in Hargreaves Lansdown. I
am very proud of the business that I co-founded and helped
build."
Barclays Bank PLC, acting through its investment bank
("Barclays") is acting as Sole Global Coordinator and Bookrunner
and Numis Securities Limited ("Numis") is acting as Co-Bookrunner
for the Offering and Evercore Partners International LLP
("Evercore") is acting as Financial Adviser to the Vendor.
Bookbuilding will commence immediately. The right is reserved to
close the books at any time. The sale price of the shares and the
final size of the Offering will be determined after the books have
closed. The Company will not receive any proceeds from the
Offering.
Enquiries:
Barclays +44 (0)20 7623 2323
Chris Madderson
Phil Drake
Numis +44 (0)20 7260 1000
Charles Farquhar
Jamie Loughborough
Evercore +44 (0)20 7653 6000
Jim Renwick
Lucy Berryman
Tulchan Communications +44 (0)20 7353 4200
Andrew Grant
Simon Pilkington
Sheebani Chothani
Disclaimer
THE OFFER AND SALE OF THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE
SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) ABSENT REGISTRATION OR AN
APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
AND, SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO
HEREIN MAY NOT BE OFFERED OR SOLD IN AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA. THERE WILL BE NO PUBLIC OFFER OF
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION.
THIS ANNOUNCEMENT IS ONLY DIRECTED AT, AND BEING DISTRIBUTED TO
PERSONS OUTSIDE THE UNITED STATES WHO ARE (I) PERSONS IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS
("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE
PROSPECTUS REGULATION (REGULATION (EU) 2017/1129 OF 14 JUNE 2017)
(AND AMENDMENTS THERETO TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE); OR (II) PERSONS IN THE UNITED KINGDOM WHO (A) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS (I.E.
INVESTMENT PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER")), ARE HIGH NET WORTH ENTITIES
FALLING WITHIN THE MEANING OF ARTICLE 49(2)(A) TO (D) OF THE ORDER
OR ARE PERSONS TO WHOM IT CAN OTHERWISE BE LAWFULLY DISTRIBUTED AND
(B) ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (SUCH PERSONS REFERRED TO
IN THIS SUB-PARAGRAPH (II) BEING "RELEVANT PERSONS"). THIS RELEASE
MUST NOT BE ACTED ON OR RELIED ON (A) IN THE UNITED KINGDOM BY
PERSONS WHO ARE NOT RELEVANT PERSONS, OR (B) IN ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY REFERRED TO IN THIS ANNOUNCEMENT IS ONLY
AVAILABLE TO, AND WILL ONLY BE ENGAGED IN WITH, (1) RELEVANT
PERSONS, IN THE UNITED KINGDOM AND (2) QUALIFIED INVESTORS AND
OTHER PERSONS WHO ARE PERMITTED TO PURCHASE SECURITIES PURSUANT TO
AN EXEMPTION FROM THE PROSPECTUS REGULATION AND OTHER APPLICABLE
LEGISLATION, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN THE UNITED KINGDOM).
NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED
IN CONNECTION WITH THE TRANSACTION. ANY INVESTMENT DECISION TO BUY
SECURITIES IN THE TRANSACTION MUST BE MADE SOLELY ON THE BASIS OF
PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE
RESPONSIBILITY OF, AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY, ANY
OF BARCLAYS, NUMIS OR EVERCORE OR ANY OF THEIR RESPECTIVE
AFFILIATES.
BARCLAYS IS AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY
AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL
REGULATORY AUTHORITY IN THE UNITED KINGDOM. NUMIS AND EVERCORE ARE
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY.
BARCLAYS, NUMIS AND EVERCORE ARE ACTING EXCLUSIVELY FOR THE VENDOR
AND FOR NO-ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT
BE RESPONSIBLE TO ANYONE OTHER THAN THE VENDOR FOR PROVIDING THE
PROTECTIONS AFFORDED TO CUSTOMERS OF BARCLAYS, NUMIS OR EVERCORE
NOR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE
CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR
OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT (INCLUDING, WITHOUT
LIMITATION, THE TRANSACTION).
IN CONNECTION WITH ANY OFFERING OF THE SHARES, EACH OF BARCLAYS,
NUMIS, EVERCORE AND ANY OF THEIR RESPECTIVE AFFILIATES, ACTING AS
AN INVESTOR FOR ITS OWN ACCOUNT, MAY TAKE UP AS A PROPRIETARY
POSITION ANY SHARES AND, IN THAT CAPACITY, MAY RETAIN, PURCHASE OR
SELL FOR ITS OWN ACCOUNTS SUCH SHARES. IN ADDITION, ANY OF SUCH
PERSONS MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH
INVESTORS IN CONNECTION WITH WHICH IT MAY FROM TIME TO TIME
ACQUIRE, HOLD OR DISPOSE OF SHARES. IT DOES NOT INTEND TO DISCLOSE
THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS, OTHERWISE THAN
IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY BARCLAYS ON BEHALF OF THE
VENDOR AND IS THE SOLE RESPONSIBILITY OF THE VENDOR APART FROM THE
RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON
BARCLAYS, NUMIS OR EVERCORE BY THE FINANCIAL SERVICES AND MARKETS
ACT 2000. NONE OF BARCLAYS, NUMIS OR EVERCORE ACCEPTS ANY
RESPONSIBILITY WHATSOEVER AND MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT,
INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY
OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY THE VENDOR, OR ON
THE VENDOR'S BEHALF OR ON BARCLAYS', NUMIS' OR EVERCORE'S BEHALF,
IN CONNECTION WITH THE VENDOR OR THE TRANSACTION, AND NOTHING IN
THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR
REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE
PERFORMANCE. EACH OF BARCLAYS, NUMIS AND EVERCORE ACCORDINGLY
DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY
RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR
OTHERWISE, WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THIS
DOCUMENT AND ANY SUCH STATEMENT OR OTHERWISE ARISING IN CONNECTION
THEREWITH.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEUNSNRROUURAR
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February 06, 2020 11:51 ET (16:51 GMT)
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