Form 8 (DD) - Hargreaves Lansdown plc

Goldman Sachs Bank Europe SE

05 September 2024

 

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	GOLDMAN SACHS BANK EUROPE SE
(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.
(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) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Advisor to HARP BIDCO LIMITED (A NEWLY FORMED COMPANY TO BE INDIRECTLY OWNED BY CVC PRIVATE EQUITY FUNDS, NORDIC CAPITAL XI DELTA, SCSP (ACTING THROUGH ITS GENERAL PARTNER, NORDIC CAPITAL XI DELTA GP SARL) AND PLATINUM IVY B 2018 RSC LIMITED)
(e) Date dealing undertaken:	22 May 2024 to 03 September 2024 The Panel Executive has agreed on an ex-parte basis that the dealings in the Supplemental Form 8 (SBL) below have no Code consequences
(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 PERSON 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 following the dealing

Class of relevant security:	0.4p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0.00	0	0.00
(2) Cash-settled derivatives:	0	0.00	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0.00	0	0.00
TOTAL:	0	0.00	0	0.00

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 (including directors' and other employee options)

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

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected advisor)

Class of relevant security	Purchase/sale	Number of securities	Price per unit

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected advisor

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received

(b)        Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising / exercised against	Number of securities	Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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)	YES

Date of disclosure:	05 September 2024
Contact name:	Papa Lette and Andrzej Szyszka
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.

SUPPLEMENTAL FORM 8 (SBL)

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	GOLDMAN SACHS BANK EUROPE SE
Name of offeror/offeree in relation to whose relevant securities this form relates:	HARGREAVES LANSDOWN PLC

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

Class of relevant security:	0.4p ordinary
	Number	%
Securities borrowed:	23,071	0.00
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):	0	0.00

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

Date dealing undertaken	Class of relevant security	Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.	Number of securities
22-May-2024	0.4p ordinary	Loan (New)	6,461
22-May-2024	0.4p ordinary	Loan (New)	5,671
22-May-2024	0.4p ordinary	Loan (New)	4,873
22-May-2024	0.4p ordinary	Loan (Return)	701
22-May-2024	0.4p ordinary	Loan (Return)	3,607
22-May-2024	0.4p ordinary	Loan (Return)	4,970
22-May-2024	0.4p ordinary	Loan (Return)	7,395
23-May-2024	0.4p ordinary	Loan (Return)	4,873
23-May-2024	0.4p ordinary	Loan (Return)	5,671
23-May-2024	0.4p ordinary	Loan (Return)	6,461
23-May-2024	0.4p ordinary	Borrow (New)	9,026
30-May-2024	0.4p ordinary	Borrow (New)	7,779
05-June-2024	0.4p ordinary	Borrow (New)	5,421
13-June-2024	0.4p ordinary	Borrow (New)	21,007
14-June-2024	0.4p ordinary	Borrow (Return)	12,824
17-June-2024	0.4p ordinary	Borrow (New)	7,987
19-June-2024	0.4p ordinary	Borrow (New)	3,523
20-June-2024	0.4p ordinary	Borrow (New)	30,103
21-June-2024	0.4p ordinary	Borrow (New)	40,885
24-June-2024	0.4p ordinary	Borrow (Return)	4,410
25-June-2024	0.4p ordinary	Borrow (Return)	6,081
26-June-2024	0.4p ordinary	Borrow (New)	1,430
27-June-2024	0.4p ordinary	Borrow (Return)	633
28-June-2024	0.4p ordinary	Borrow (New)	814
01-July-2024	0.4p ordinary	Borrow (Return)	4,264
02-July-2024	0.4p ordinary	Borrow (Return)	3,322
03-July-2024	0.4p ordinary	Borrow (New)	454
04-July-2024	0.4p ordinary	Borrow (Return)	2,082
08-July-2024	0.4p ordinary	Borrow (Return)	5,277
09-July-2024	0.4p ordinary	Borrow (Return)	1,569
10-July-2024	0.4p ordinary	Borrow (Return)	1,486
11-July-2024	0.4p ordinary	Borrow (Return)	1,333
12-July-2024	0.4p ordinary	Borrow (Return)	2,051
16-July-2024	0.4p ordinary	Borrow (Return)	6,983
17-July-2024	0.4p ordinary	Borrow (Return)	11,296
18-July-2024	0.4p ordinary	Borrow (New)	10,898
19-July-2024	0.4p ordinary	Borrow (New)	24,693
22-July-2024	0.4p ordinary	Borrow (Return)	161
22-July-2024	0.4p ordinary	Borrow (Return)	11,528
23-July-2024	0.4p ordinary	Borrow (Return)	7,585
23-July-2024	0.4p ordinary	Borrow (Return)	8,183
23-July-2024	0.4p ordinary	Borrow (Return)	8,673
23-July-2024	0.4p ordinary	Borrow (Return)	9,026
23-July-2024	0.4p ordinary	Borrow (Return)	10,737
23-July-2024	0.4p ordinary	Borrow (Return)	24,693
25-July-2024	0.4p ordinary	Borrow (New)	2,298
26-July-2024	0.4p ordinary	Borrow (New)	4,643
29-July-2024	0.4p ordinary	Borrow (New)	712
30-July-2024	0.4p ordinary	Borrow (Return)	4,064
31-July-2024	0.4p ordinary	Borrow (New)	374
01-August-2024	0.4p ordinary	Borrow (Return)	1,509
02-August-2024	0.4p ordinary	Borrow (New)	814
05-August-2024	0.4p ordinary	Borrow (New)	2,217
06-August-2024	0.4p ordinary	Borrow (New)	4,286
07-August-2024	0.4p ordinary	Borrow (New)	33,495
08-August-2024	0.4p ordinary	Borrow (New)	2,853
12-August-2024	0.4p ordinary	Borrow (Return)	5,408
13-August-2024	0.4p ordinary	Borrow (Return)	27,222
14-August-2024	0.4p ordinary	Borrow (Return)	617
14-August-2024	0.4p ordinary	Borrow (Return)	4,286
14-August-2024	0.4p ordinary	Borrow (Return)	4,643
15-August-2024	0.4p ordinary	Borrow (New)	3,233
16-August-2024	0.4p ordinary	Borrow (Return)	1,373
16-August-2024	0.4p ordinary	Borrow (Return)	2,298
16-August-2024	0.4p ordinary	Borrow (Return)	2,853
16-August-2024	0.4p ordinary	Borrow (Return)	3,295
16-August-2024	0.4p ordinary	Borrow (Return)	3,523
16-August-2024	0.4p ordinary	Borrow (Return)	3,715
19-August-2024	0.4p ordinary	Borrow (New)	9,790
20-August-2024	0.4p ordinary	Borrow (New)	2,213
21-August-2024	0.4p ordinary	Borrow (Return)	1,802
22-August-2024	0.4p ordinary	Borrow (New)	2,928

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

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

 

END