Form 8 (OPD) - Hargreaves Lansdown plc

Hargreaves Lansdown PLC

05 June 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Hargreaves Lansdown plc ("HL")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Hargreaves Lansdown plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	3 June 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

HL directors and their connected persons (a) The following directors of HL and their connected persons have the interests in HL set out below: Name Position Number of ordinary shares Percentage of HL issued share capital (to two decimal places) Adrian Collins Non-Independent Non-Executive Director 13,400 0.00% Dan Olley Chief Executive Officer 7,242 0.00% Alison Platt Chair and Non-Executive Director 18,696 0.00% Darren Scott Pope Independent Non-Executive Director 3,999 0.00% Amy Stirling Chief Financial Officer 24,392 0.01% John Troiano Independent Non-Executive Director 14,400 0.00% (b) The following directors of HL have rights to the scheme interests set out below: Dan Olley, Chief Executive Officer Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date Performance Share Plan 150,618 18 December 2023 0 20 September 2026 18 December 2033 Sustained Performance Plan 46,675 20 September 2023 0 20 September 2026 20 September 2033 Sustained Performance Plan 48,668 20 September 2023 0 20 September 2023 20 September 2033 Sustained Performance Plan 6,042 20 September 2023 0 01 September 2024 20 September 2033 Sustained Performance Plan 6,042 20 September 2023 0 01 September 2025 20 September 2033 Sustained Performance Plan 6,042 20 September 2023 0 01 September 2026 20 September 2033 Sustained Performance Plan 51,017 20 September 2023 0 31 October 2024 20 September 2033 Sustained Performance Plan 53,948 20 September 2023 0 01 March 2025 20 September 2033 2024 3 Year Sharesave Option 3,336 17 April 2024 5.56 01 June 2027 01 December 2027 Amy Stirling, Chief Financial Officer Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date Performance Share Plan 93,878 18 December 2023 0 20 September 2026 18 December 2033 Deferred Performance Bonus Plan 3,747 21 September 2022 0 20 September 2024 19 September 2025 Deferred Performance Bonus Plan 3,747 21 September 2022 0 20 September 2025 19 September 2026 Deferred Performance Bonus Plan 18,716 20 September 2023 0 20 September 2024 19 March 2026 Deferred Performance Bonus Plan 18,716 20 September 2023 0 20 September 2025 19 March 2027 Deferred Performance Bonus Plan 18,718 20 September 2023 0 20 September 2026 19 March 2028 Sustained Performance Plan 30,955 21 September 2022 0 20 September 2027 19 October 2032 Sustained Performance Plan 33,567 20 September 2023 0 20 September 2026 20 September 2033 2022 3 Year Sharesave Option  2,227 28 April 2022 8.08 01 June 2025 01 December 2025 Shares held in the HL EBT and HL SIP trust Name Number of ordinary shares Percentage of HL issued share capital (to two decimal places) Hargreaves Lansdown Employee Benefit Trustees Limited 260,910 0.06% Hargreaves Lansdown Trustee Company Limited 20,725 0.00% Interests of connected advisers Name Number of ordinary shares Percentage of HL issued share capital (to two decimal places) DBX Advisors LLC (1) 353,455 0.07% (1)  DBX Advisors LLC is a group company of Numis Securities Limited (trading as Deutsche Numis), a joint financial advisor and broker to HL.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	4 June 2024
Contact name:	James Found, Head of Investor Relations / Lucy Thomas, Corporate Affairs Director
Telephone number:	[phone] / [phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END