TIDM96ES TIDMHL.
RNS Number : 3948P
Barclays Bank PLC
17 February 2021
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PRESS RELEASE
United Kingdom, 17 February 2021
Completion of accelerated bookbuild offering of approximately
19.5 million existing ordinary shares in Hargreaves Lansdown
PLC
Further to the announcement on 16 February 2021, Peter
Hargreaves (the "Vendor") announces that he has completed the sale
of 19,543,974 ordinary shares in Hargreaves Lansdown PLC
("Hargreaves Lansdown" or the "Company") at a price of GBP15.35 per
share (the "Offering"), raising gross proceeds of GBP300
million.
Following the Offering, Peter Hargreaves owns approximately
19.8% of the outstanding ordinary share capital of the Company.
Allocations will be confirmed today, 17 February, for settlement
on 19 February.
Barclays Bank PLC, acting through its investment bank
("Barclays") and Numis Securities Limited ("Numis") acted as Joint
Global Coordinators and Bookrunners for the Offering and Evercore
Partners International LLP ("Evercore") acted as Financial Adviser
to the Vendor.
Enquiries:
Barclays +44 (0)20 7623 2323
Ben Newmark
Phil Drake
Numis +44 (0)20 7260 1000
Charles Farquhar
Jamie Loughborough
Evercore +44 (0)20 7653 6000
Jim Renwick
Lucy Berryman
Disclaimer
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES. THE OFFER AND SALE OF THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER STATE OR
JURISDICTION OF THE UNITED STATES, 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 US SECURITIES ACT)
ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION
UNDER THE US SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. ADDITIONALLY, THE OFFER AND SALE OF THE SECURITIES REFERRED
TO HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA 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 within the meaning of Article 2 of the
UK version of Prospectus Regulation (Regulation (EU) 2017/1129)
which forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (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, 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.
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END
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February 17, 2021 02:00 ET (07:00 GMT)
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