A newly formed company indirectly controlled by funds managed by U.S.-based private equity firm Carlyle Group LP will acquire the entire listed share capital of U.K.-based, AIM-listed Harwood Wealth Management Group PLC for roughly £90.7 million.
Carlyle will offer 145 pence per Harwood share through Hurst Point Topco Ltd. It has received irrevocable undertakings from Harwood's management for the sale of 42,992,095 shares held by them, amounting to roughly 68.7% of Harwood's issued share capital.
Harwood shareholders can also opt to receive a combination of cash and unlisted securities in the capital of Hurst Point Topco.
Carlyle has been working with Hurst Point Capital Ltd., an investment advisory company set up in early 2019 by Ian Gladman and certain other former executives of Old Mutual with a view to identifying potential private equity-backed investments in the U.K. retail wealth management sector. Gladman is slated to become executive chairman of the new group created via the transaction, which may make other acquisitions or set up in adjacent lines of business.
Hurst Point and Carlyle said they are engaged in discussions relating to one such acquisition, the valuation of which would be material in the context of the Harwood acquisition, and which may be entered into prior to the effective date of the Harwood deal.
The acquisition values Harwood at 12.9x its unaudited adjusted EBITDA for the 12 months to April 30. Harwood share price was 157.50 pence at closing Dec. 20, although the company's directors noted that total volume in its shares in the past three months has been equivalent to 0.43% of its issued share capital, and that the current share price "is not reflective of a price at which any significant volume of Harwood shares could be sold in the market."
The transaction is intended to be effected by means of a Court-arranged scheme of arrangement, and is subject to approval by at least 75% in value of shares voted at the Court meeting, and to approval by at least 75% of votes cast at the general meeting of the resolutions required to approve and implement the scheme. It is also subject to Court approval of the scheme and approval by the U.K. Financial Conduct Authority of the change of control of certain members of the Harwood group.
RBC Capital Markets is serving as financial adviser to Carlyle and Hurst Point Topco, and Linklaters LLP is providing the companies with legal advice. Evercore and N+1 Singer are acting as financial advisers to Harwood, with Blake Morgan LLP providing legal advice.