Acquisition

Proposed Acquisition of the fund management and model portfolio services business of Hawksmoor Fund Management and Hawksmoor Investment Services

The Board of Liontrust, the independent active asset management group, is pleased to announce that it has entered into an asset purchase agreement (the "APA") with Hawksmoor Investment Management Limited ("HIM"), a subsidiary of Shackleton Advisers Limited ("Shackleton") to acquire the fund management and model portfolio services ("MPS") business carried on by Hawksmoor Fund Management ("HFM") and Hawksmoor Investment Services ("HIS") (together, "Hawksmoor" and the "Proposed Acquisition"), for an initial cash consideration of £6 million plus two contingent payments of up to £2 million each in cash, payable, subject to ongoing revenues, 12 months and 24 months after completion, respectively (further details are set out below).

Highlights

• The Proposed Acquisition adds approximately £1.9 billion1 of assets under management and advice ("AuMA") through multi-asset funds, fund mandates and MPS.
• This brings an experienced investment team led by Ben Conway, Head of Fund Management, HFM, who will continue to manage the acquired funds and fund mandates as part of Liontrust's Multi-Asset team.
• Hawksmoor broadens Liontrust's investment solutions with funds that have different outcome targets from those offered by Liontrust and have meaningful exposure to investment trusts and listed alternatives.
• Hawksmoor uses a differentiated, valuation-led and bottom-up investment process that is complementary to Liontrust's Multi-Asset process.
• Hawksmoor's Vanbrugh Fund and Distribution Fund are in the 1st quartile and the Global Opportunities Fund is in the 1st or 2nd quartiles of their respective IA sectors over one, three and five years.2
• The Proposed Acquisition diversifies and expands Liontrust's client base among financial advisers, including through strategic partners using Hawksmoor's MPS, which is managed by Richard Philbin.
• Hawksmoor will benefit from Liontrust's sales and marketing strength to raise awareness of and engagement with the acquired funds and MPS.
• Hawksmoor is profitable, and the Proposed Acquisition will be earnings enhancing (pre-synergies) from the outset, funded with cash from existing resources, and is expected to complete by 31 December 2026.

John Ions, Chief Executive Officer of Liontrust, said: "Ben Conway and his team have a highly respected business, having built strong relationships with financial advisers and a loyal client base.

The proposed acquisition enhances Liontrust's position among financial advisers, including through an expanded product offering, as an increasing proportion seek to partner with specialist asset managers for the outsourcing of investment management.

Combining Hawksmoor with Liontrust's existing Multi-Asset proposition and strong client service, sales and marketing gives us great confidence we will be able to grow key client partnerships going forward."

John Husselbee, Head of Multi-Asset at Liontrust, said: "Hawksmoor is a really strong addition to the Multi-Asset capability that we have developed over the past few years. Through their complementary funds and portfolios, managed by the teams headed by Ben Conway and Richard Philbin, they enable Liontrust to offer an even wider range of investment solutions to cater for the demand across the adviser market, including the expansion of our coverage of investment trusts and alternatives."

Paul Feeney, Chief Executive Officer of Shackleton, said: "Hawksmoor's Funds Management and Investment Solutions businesses have great potential to grow, with talented people and an attractive proposition for financial advisers. Shackleton wanted to find a home that could offer the support and environment to help the business flourish, and we know Liontrust provides this.

We want to thank everyone at HFM and HIS for their tremendous commitment and contribution and look forward to their future development."

1 Source: HIM, as at 31 August 2026.

2 Source: HIM Fund Factsheet, 31 August 2026.

Overview of Hawksmoor

Hawksmoor is the fund management and MPS arm of the Hawksmoor group. HFM manages a range of three multi-asset funds3 together with four segregated fund mandates4 for advisory clients and a bespoke MPS range. HIS manages two MPS ranges distributed to financial advisers, alongside bespoke MPS co-manufactured ranges with adviser firms. Together, the business manages approximately £1.9 billion5 for clients as set out in this table:

3 MI Hawksmoor Vanbrugh Fund, MI Hawksmoor Distribution Fund and MI Hawksmoor Global Opportunities Fund.

4 VT Redlands Equity Portfolio, VT Redlands Multi-Asset Portfolio, VT Redlands Property Portfolio and VT Redlands Fixed Income Portfolio.

5 Source: HIM, as at 31 August 2026.

Strategic rationale

The Proposed Acquisition advances Liontrust's strategic objectives through adding further investment talent and complementary product as well as broadening the client base and providing opportunities for organic growth.

The UK financial adviser market offers long-term distribution opportunities for active asset managers. Platform assets for the adviser market reached £1 trillion for the first time in the second quarter of 2026 after growing 19% year on year6. With financial advisers continuing to increase the outsourcing of portfolio construction, investment management and governance to specialist managers, adding the relevant Hawksmoor capabilities will aid Liontrust's participation in this growth through enhanced scale and an extended product offering.

Liontrust is seeing increasing demand for its target risk funds, notably the MA Dynamic Passive range. The outcome-based focus of the Hawksmoor multi-asset funds, such as delivering a return in excess of the Consumer Price Index (CPI), together with its fund mandates and MPS, increases the range of investment solutions that Liontrust can offer advisers. It also opens up an increased potential client base by meeting a broader range of requirements. This reflects the complementary investment processes; Hawksmoor has a bottom-up investment process driven by valuation while Liontrust's Multi-Asset process has five stages: bespoke Strategic Asset Allocation (SAA), Tactical Asset Allocation (TAA), strategy selection, portfolio construction, and monitoring, review and risk management.

The Proposed Acquisition also brings new clients and strong partnerships with financial advisers. This includes Hawksmoor's MPS, which adds to those of existing Liontrust clients. Liontrust will provide increased sales and marketing capability and resources to both service the existing Hawksmoor relationships and grow the client base.

6 Source: Platforum August 2026 newsletter and includes market performance.

Key terms of the Proposed Acquisition

Liontrust has agreed to acquire certain assets of HFM and HIS, including the investment management contracts and agreements relating to the Hawksmoor funds, fund mandates and MPS as well as certain Hawksmoor employees, for a total cash consideration of up to £10 million, consisting of:

• £6 million in cash ("the Initial Consideration"), payable to HIM on completion; and
• two further payments of up to £2 million each in cash, payable to HIM 12 months and 24 months after completion respectively ("Contingent Consideration").

Each payment of Contingent Consideration is dependent on the achievement of certain run rate revenue levels, tested at the first and second anniversaries of completion. The amount payable is reduced if those levels are not achieved.

The Initial Consideration and Contingent Consideration will be satisfied in full from Liontrust's existing cash resources and no new Liontrust shares will be issued in connection with the Proposed Acquisition.

Completion of the Proposed Acquisition is subject to customary closing conditions and is expected to occur prior to 31 December 2026.

Keefe, Bruyette & Woods (financial adviser), Deloitte (financial due diligence) and Linklaters (legal) advised Shackleton and K&S Law (legal) advised Liontrust on this transaction.

Financial impact

The acquired business is profitable and is being acquired for cash from existing Liontrust resources. Run rate revenues as at 31 August 2026 are £4.8 million7.

In respect of the Proposed Acquisition and subsequent integration of Hawksmoor, the Company will incur transaction and re-organisation costs of approximately £1.9 million which will be treated as exceptional items with approximately 40% of these costs to be incurred in the financial year ending 31 March 2027 and the balance in future financial years.

Liontrust has enhanced its operating model and infrastructure in recent years, including implementing a single integrated front-office solution and outsourced trading. The acquired Hawksmoor funds, fund mandates and MPS will be moved onto that operating model, and the Board expects the integration to be quick and efficient. This will be the second acquisition delivered this year, with the integration of River Global Holdings Limited (announced on 16 March 2026 and completed on 30 June 2026) progressing well and due to be completed by the end of December 2026.

Following completion of the integration process, the Board expects Hawksmoor will, before transaction and re-organisation costs, achieve operating margins of around 60 percent. Accordingly, we expect the Proposed Acquisition to be earnings enhancing with regards to our adjusted diluted earnings per share for the financial year ending 31 March 2027 and in future years.

7 Source: HIM. The run rate management revenues calculated as the last three months net management and advisory fees collected or accrued to 31 August 2026 (for Multi-asset funds and fund mandates) and to 31 July 2026 (for MPS), annualised.