Hargreaves Lansdown PLC

Major Shareholding Notification • Sep 9, 2024

National Storage Mechanism | Additional information

RNS Number : 4661D

Hargreaves Lansdown PLC

09 September 2024

FORM 8 (OPD)

AMENDED PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

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

AMENDMENT TO RNS 1218R - THIS FORM AMENDS THE OPENING POSITION DISCLOSURE RELEASED BY HL ON 4 JUNE 2024, PLEASE REFER TO SECTION 3 (INTERESTS OF CONNECTED ADVISERS)

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%
Calvert Research and Management (2)	19,660	0.00%

(1)  DBX Advisors LLC is a group company of Numis Securities Limited (trading as Deutsche Numis), a joint financial advisor and broker to HL.

(2)  Calvert Research and Management is a group company of Morgan Stanley & Co International plc, a financial advisor 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:	9 September 2024
###### Contact name:	James Found, Head of Investor Relations / Lucy Thomas, Corporate Affairs Director
###### Telephone number:	+44 (0)7970 066 634 / +44 (0) 7779 639 460

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 +44 (0)20 7638 0129.

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

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