James Hay Holding’s acquisition of Nucleus Financial Group goes unconditional as to acceptances

05 May 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

5 May 2021

RECOMMENDED CASH OFFER

for

Nucleus Financial Group plc

 by

James Hay Holdings Limited

(an indirect wholly owned subsidiary of IFG Group Limited, the parent company of the James Hay Group)

Offer unconditional as to acceptances

Introduction

On 9 February 2021, it was announced that the Boards of James Hay Holdings Limited (“James Hay Holdings“) and Nucleus Financial Group plc (“Nucleus“) had reached agreement on the terms of a recommended all cash offer for the entire issued, and to be issued, ordinary share capital of Nucleus (the “Acquisition“). The Acquisition was to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

On 30 March 2021, the Board of James Hay Holdings announced that, with the consent of the Panel and Nucleus, the Acquisition would be implemented through a recommended takeover offer (the “Offer”).

The full terms and conditions of the Offer and the procedures for its acceptance were set out in the offer document (the “Offer Document”), posted to Nucleus Shareholders with the Form of Acceptance on 13 April 2021.

Level of Acceptances

As at 1.00 p.m. on 4 May 2021, being the First Closing Date of the Offer, James Hay Holdings had received valid acceptances in respect of a total of 70,150,582 Nucleus Shares, representing approximately 91.73 per cent. of the issued share capital of Nucleus. 

In accordance with the level of acceptances set out above, James Hay Holdings is pleased to announce that the Offer has become unconditional as to acceptances. The Offer will remain open for acceptance until further notice. All other terms and conditions as outlined in the Offer Document still apply

These acceptances include those received in respect of 42,732,982 Nucleus Shares (representing approximately 55.88 per cent. of the existing issued ordinary share capital of Nucleus) held by certain Nucleus Directors and certain other Nucleus Shareholders who had given irrevocable undertakings to accept the Offer.

So far as James Hay Holdings is aware, none of these acceptances have been received from persons acting in concert with James Hay Holdings.

The percentages of Nucleus Shares referred to in this section are based upon a figure of 76,473,360 Nucleus Shares in issue as at close of business in London on 4 May 2021 (being the latest practicable time and date prior to the date of this announcement).

Continuation of the Offer

The Offer, which remains subject to the outstanding Conditions set out in the Offer Document, will remain open for acceptance until further notice. At least 14 days’ notice will be given by an announcement before the Offer is closed.

Procedure for acceptance of the Offer

Nucleus Shareholders whose acceptances are received by the time that the Offer becomes or is declared wholly unconditional will receive settlement of the consideration they are entitled to under the offer earlier than Nucleus Shareholders whose acceptances are received after such time. Nucleus Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:

If you hold Nucleus Shares in certificated form: If you hold your Nucleus Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Nucleus Shares, you should complete, sign and return the enclosed Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible so as to be received by post to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.  Further details on the procedures for acceptance of the Offer if you hold any of your Nucleus Shares in certificated form are set out in paragraph 11(a) of Part II of the Offer Document, Part D of Appendix 1 to the Offer Document and in the accompanying Form of Acceptance.

If you hold Nucleus Shares in uncertificated form: If you hold your Nucleus Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Nucleus Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. Further details on the procedures for acceptance of the Offer if you hold any of your Nucleus Shares in uncertificated form are set out in paragraph 11(b) of Part II of the Offer Document and in Part E of Appendix 1 to the Offer Document. If you hold your Nucleus Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

A Nucleus Shareholder who has any questions relating to the Offer, or who is in any doubt as to the procedure for acceptance of the Offer, should contact the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on 0371 384 2050 (or +44 371 384 2050, if telephoning from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m.– 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.

Interests in relevant securities

Save as disclosed in this announcement, as at 1.00 p.m. on 4 May 2021 none of James Hay Holdings, the directors of James Hay Holdings or their respective related parties nor, so far as James Hay Holdings is aware, any person acting in concert (within the meaning of the Code) with James Hay Holdings had any interest in, right to subscribe for, or had borrowed or lent any Nucleus Shares or securities convertible or exchangeable into Nucleus Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Nucleus Shares or in relation to any securities convertible or exchangeable into Nucleus Shares.

General

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document.

For more information: https://www.ftadviser.com/investments/2021/02/09/nucleus-scooped-up-by-james-hay-for-145m/