TIDMNUC
RNS Number : 7806H
James Hay Holdings Limited
06 August 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.
6 August 2021
RECOMMED 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 in all respects and compulsory acquisition
of the remaining Nucleus Shares
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.
On 5 May 2021, the Board of James Hay Holdings announced that it
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 and that accordingly the Offer had
become unconditional as to acceptances.
Offer wholly unconditional
Completion of the Offer was conditional on, among other things,
regulatory clearance from the Financial Conduct Authority ("FCA").
On 1 April 2021 James Hay Holdings submitted the relevant forms and
associated documentation to the FCA and on 5 August 2021 the FCA
gave its approval to the Acquisition.
In light of the FCA approval referred to above, all of the
conditions to the Offer have now been satisfied or waived and,
accordingly, the Offer is now wholly unconditional.
Level of acceptances
As at 5 August 2021, James Hay Holdings had received valid
acceptances in respect of a total of 72,453,026 Nucleus Shares,
representing approximately 94.74 per cent. of the issued share
capital of Nucleus.
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
announcement are based upon a figure of 76,473,360 Nucleus Shares
in issue as at close of business in London on 5 August 2021 (being
the latest practicable time and date prior to the date of this
announcement).
Compulsory acquisition, de-listing and re-registration
As James Hay Holdings has received valid acceptances in respect
of Nucleus Shares which represent more than 90 per cent. of the
Offer, James Hay Holdings intends to exercise its rights pursuant
to the provisions of Chapter 3 of Part 28 of the Companies Act to
acquire compulsorily the remaining Nucleus Shares in respect of
which the Offer has not been validly accepted on the same terms as
the Offer.
James Hay Holdings also intends to procure that Nucleus will
make an application to the London Stock Exchange for the
cancellation of trading in the Nucleus Shares on AIM to take effect
on the Business Day immediately following completion of the
compulsory acquisition process. Admission of the Nucleus Shares to
trading on AIM will be cancelled without the requirement for a
resolution of shareholders approving such cancellation pursuant to
Rule 41 of the AIM Rules.
It is anticipated that subject to any applicable requirements of
the London Stock Exchange, cancellation of admission to trading on
AIM will take effect in approximately 6 weeks. Following such
de-listing, James Hay Holdings intends to procure that Nucleus
re-registers from a public limited company to a private limited
company.
Procedure for acceptance of the Offer
The Offer will remain open for acceptances until further notice
and at least 14 days' notice will be given if James Hay Holdings
decides to close the Offer. Nucleus Shareholders who have not yet
accepted the Offer are urged to accept the Offer as soon as
possible:
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 Form of Acceptance
enclosed with the Offer Document 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 and in 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 5
August 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.
Enquiries
James Hay enquiries
Fenchurch Advisory Partners
LLP
(Financial Adviser to the
James Hay Group) +44 (0) 207 382 2222
Graham Marchant
Richard Locke
Josh Needham
TB Cardew
(PR Adviser to the James Hay
Group)
Tom Allison +44 (0) 7789 998020
Shan Willenbrock +44 (0) 7775 848537
Nucleus enquiries
Nucleus Financial Group plc
David Ferguson, CEO
Stuart Geard, Chief Financial
Officer +44 (0)131 226 9800
Investor Enquiries
Shore Capital
(Joint Financial and Rule
3 Adviser, Nominated Adviser
and Corporate Broker to Nucleus)
Hugh Morgan
Edward Mansfield
Daniel Bush +44 (0) 20 7408 4090
Craven Street Capital
(Joint Financial and Rule
3 Adviser to Nucleus)
Soondra Appavoo
Donald Sinton +44 (0) 20 3890 8654
Media Enquiries
Camarco
(PR Adviser to Nucleus)
Jennifer Renwick
Jake Thomas +44 (0) 20 3757 4994
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Nucleus pursuant to the Acquisition in any
jurisdiction in contravention of applicable laws. The Acquisition
will be implemented solely pursuant to the terms of the Offer
Document, which contains the full terms and conditions of the
Offer, including details of how to accept the Offer. Any decision
in respect of, or other response to, the Offer should be made on
the basis of the information contained in the Offer Document.
Nucleus and James Hay Holdings urge Nucleus Shareholders to read
the Offer Document carefully, as it contains important information
in relation to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Cautionary Note Regarding Forward-Looking Statements
This announcement (including information incorporated by
reference into this announcement), oral statements regarding the
Acquisition and other information published by Nucleus, the James
Hay Group and James Hay Holdings contain certain forward-looking
statements with respect to the financial condition, strategies,
objectives, results of operations and businesses of the James Hay
Group and Nucleus and their respective groups and certain plans and
objectives with respect to the Combined Group. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of the James Hay Group and Nucleus
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of
the Acquisition on the James Hay Group and Nucleus, the expected
timing and scope of the Acquisition and other statements other than
historical facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
the James Hay Group and/or Nucleus in light of their experience and
their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
readers are therefore cautioned not to place undue reliance on
these forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to the Nucleus Group, refer
to the Nucleus 2020 Annual Report.
Each forward-looking statement speaks only as at the date of
this announcement. Neither Nucleus nor the James Hay Group, nor
their respective groups, assumes any obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law.
Information Relating to Nucleus Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Nucleus Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Nucleus may be provided to James Hay Holdings
during the Offer Period as required under Section 4 of Appendix 4
of the Code.
Overseas Jurisdictions
The laws of other relevant jurisdictions may affect the
distribution of this document to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to the laws of any jurisdiction other
than the United Kingdom, should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
person (including, without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Nucleus and James Hay Holdings or
required by the Code, and permitted by applicable law and
regulation, the Offer will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
accept the Offer by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this document, the Form of Acceptance and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this document
and all documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
Further details in relation to Nucleus Shareholders in overseas
jurisdictions are contained in the Offer Document.
Additional Information for US Investors
The Offer is being made in reliance on, and compliance with, the
applicable exemptions from the US Securities Exchange Act of 1934,
as amended (the "US Exchange Act"), including that afforded by Rule
14d-1 thereunder. The Offer is being made for securities of an
English company and is subject to United Kingdom disclosure
requirements which are different from certain United States
disclosure requirements. In addition, US investors should be aware
that this document has been prepared in accordance with a United
Kingdom format and style, which differs from the United States
format and style. In particular, the appendices to this document
contain information concerning the Offer required by UK disclosure
requirements which may be material and may not have been summarised
elsewhere in the document. Furthermore, the payment and settlement
procedure with respect to the Offer will comply with the relevant
United Kingdom rules, which differ from United States payment and
settlement procedures. The Offer is not subject to the disclosure
and other procedural requirements of Regulation 14D under the US
Exchange Act. The Offer will be made in the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. To the extent permitted by
applicable law and in accordance with normal United Kingdom market
practice, James Hay Holdings or any person acting on their behalf
may from time to time make certain market or private purchases of,
or arrangements to purchase, directly or indirectly, Nucleus Shares
other than pursuant to the Offer. Any information about such
purchases will be publicly announced as required by law or
regulation in the United Kingdom and the United States.
The Nucleus 2020 Annual Report, and all financial information
included in this document, has been or will have been prepared in
accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
The Offer has not been approved by the U.S. Securities and
Exchange Commission (the "SEC") or by the securities regulatory
authority of any state or of any other United States jurisdiction,
nor has the SEC or any such securities regulatory authority passed
upon the accuracy or adequacy of this document. Any representation
to the contrary is a criminal offence in the United States.
It may be difficult for US Holders to enforce their rights and
any claim arising out of the US federal laws, since Nucleus and
James Hay Holdings are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US Holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Important Notices Relating to Financial Advisers
Shore Capital & Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively "Shore
Capital") which are authorised and regulated by the Financial
Conduct Authority in the United Kingdom, are acting exclusively for
Nucleus and for no-one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than Nucleus for providing the protections afforded to clients of
Shore Capital, or for providing advice in relation to the subject
matter of this announcement or any other matter referred to herein.
Neither Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with this announcement, any statement
contained herein or otherwise.
Craven Street Capital, an appointed representative of Resolution
Compliance Limited which is authorised and regulated by the FCA in
the UK, is acting as joint financial adviser exclusively for
Nucleus and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Nucleus for providing the protections afforded to clients of Craven
Street Capital or its affiliates, or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Fenchurch Advisory Partners LLP, which is authorised and
regulated by the FCA in the UK, is acting as financial adviser
exclusively for the James Hay Group and James Hay Holdings and no
one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than the
James Hay Group and James Hay Holdings for providing the
protections afforded to clients of Fenchurch Advisory Partners or
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Publication on website and availability of hard copies
A copy of this announcement and certain other documentation in
connection with the Offer, are and will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on James Hay's website (
www.jameshay.co.uk ) and on Nucleus' website (
www.nucleusfinancial.com/investors ) by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the contents of the websites referred to in
this announcement are not incorporated into and do not form part of
this announcement.
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END
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