Hargreaves Lansdown Plc's scheme of arrangement sanctioned

Background and Context

On 18 March 2025, the High Court, presided over by Mr Justice Mellor, sanctioned a scheme of arrangement for Hargreaves Lansdown Plc, the UK's largest savings and investment platform. The scheme was designed to facilitate the acquisition of the company by Harp Bidco Limited, indirectly owned by a consortium of private equity investors.

The Scheme Details

The scheme proposed a straightforward transfer of shares, allowing Bidco to acquire the entire issued and to be issued share capital of Hargreaves Lansdown Plc. Scheme Shareholders were offered a cash consideration of 1,110 pence per share, representing a 54.1% premium over the undisturbed share price, with an option to elect for rollover loan notes converting into shares in Harp Topco Limited.

Legal Considerations

Mr Justice Mellor reviewed the statutory requirements under Part 26 of the Companies Act 2006, confirming that all jurisdictional prerequisites were met. The scheme involved a single class of shareholders, and the court was satisfied that all procedural and notice requirements were adhered to.

Shareholder Approval

The scheme received overwhelming support at the Court Meeting, with 71.30% of shareholders in number and 86.67% in value voting in favour. The court found no evidence of coercion or adverse interests among the shareholders, affirming the bona fide nature of the approval.

Financial and Advisory Support

Goldman Sachs International confirmed the availability of sufficient resources to satisfy the cash consideration, and the scheme was unanimously recommended by the company's directors. The financial and advisory backing provided confidence in the scheme's viability.

Judicial Discretion and Sanction

In exercising judicial discretion, Mr Justice Mellor applied established legal principles, ensuring no 'blot' on the scheme. The court concluded that an intelligent and honest shareholder might reasonably approve the scheme, given its substantial premium and transparent process.

Additional Considerations

Irrevocable undertakings from key shareholders, including Peter Hargreaves, further supported the scheme. No additional consideration was provided for these undertakings, ensuring no class issues arose. The court also noted compliance with international securities regulations.

Conclusion

Ultimately, the High Court sanctioned the scheme, facilitating the acquisition of Hargreaves Lansdown Plc by the private equity consortium. This decision underscores the court's role in overseeing corporate arrangements and ensuring shareholder interests are protected.

Learn More

For more information on shareholder law, see BeCivil's guide to Shareholder Law.

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