The scheme of arrangement for the acquisition of Hargreaves Lansdown by Harp Bidco Limited has officially come into effect, marking a major shift in the landscape of the investment platform. This acquisition, valued at approximately $6.8 billion, has been initiated by a private equity consortium led by CVC Private Equity Funds, alongside Nordic Capital and Platinum Ivy B 2018.
On August 9, 2024, the HL Independent Directors and the board of directors of Bidco had announced an agreement regarding the terms of this cash acquisition, which involved a recommended final cash offer for the entire issued and to be issued ordinary share capital of Hargreaves Lansdown (HL). After a rigorous process, the Scheme received court sanction, and the final approval was granted on March 18, 2025.
On March 24, 2025, the court order was delivered to the Registrar of Companies, marking a decisive step forward. The Scheme, which becomes effective immediately following this delivery, outlines that each Scheme Shareholder listed on the register of HL at 6:00 p.m. on March 21, 2025, is entitled to receive 1,110 pence for each Scheme Share held. This paves the way for a significant financial benefit for shareholders who participated in the scheme.
As a result of the acquisition, dealings in Hargreaves Lansdown shares were suspended starting from 7:30 a.m. on March 24, 2025. In connection with this process, applications have also been submitted to the Financial Conduct Authority (FCA) and the London Stock Exchange. These applications are for the cancellation of the listing of HL Shares on the Official List and for the cancellation of admission to trading of these shares on the main market of the London Stock Exchange, all of which are expected to be finalized by 8:00 a.m. on March 25, 2025.
Notably, this acquisition has also resulted in a comprehensive restructuring of the board of directors at Hargreaves Lansdown. As part of the deal, key resignations have been submitted. Directors such as Alison Platt, Penny James, Andrea Blance, Adrian Collins, Darren Pope, Michael Morley, and John Troiano have all resigned from their positions as of March 24, 2025. This overhaul signals a new chapter for the company.
In light of this restructuring, several new appointments have taken place on the Bidco Board. Bruce Hemphill has been named as the new Chair, while Amy Stirling takes on the role of Chief Financial Officer (CFO), and Dan Olley steps in as Chief Executive Officer (CEO). Alongside them, John Troiano, Lars-Åke Norling, Mary O’Connor, and Richard Flint have joined the board, ensuring a robust leadership team aims to guide the company through this transitional phase.
Furthermore, Peter Hargreaves, a significant stakeholder who has opted for the Alternative Offer concerning 50% of his HL shares, is likely to be recognized as a Substantial B Shareholder. This designation will allow him the privilege of nominating one director to the Board of Bidco, illustrating the influence he retains in the new operational framework.
In essence, the successful execution of this scheme not only reshapes the Hargreaves Lansdown structure but also transitions the company away from its public trading status. As it exits its offer period, the company no longer has the same requirements for shareholder disclosures, further highlighting its shift in operational dynamics.
Final settlements related to the acquisition are anticipated by April 7, 2025. Overall, this acquisition marks a transformative moment for Hargreaves Lansdown, which now embarks on a new journey under private ownership, guided by its restructured leadership.
