TIDMNUC
RNS Number : 4948J
Nucleus Financial Group PLC
23 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.
23 August 2021
Nucleus Financial Group plc
("Nucleus" or the "Company")
Notice of proposed cancellation of trading on AIM
Director appointments
Notice of the proposed cancellation of the admission of the
Nucleus Shares to trading on AIM
On 6 August 2021 James Hay Holdings Limited ("James Hay")
declared its offer for the entire issued share capital of Nucleus
(the "Offer") wholly unconditional. James Hay also announced its
intention 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 had not
been validly accepted on the same terms as the Offer, as well its
intention 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.
The Company has, at the request of James Hay and as contemplated
by the Offer Document, made an application to the London Stock
Exchange for the cancellation of the admission to trading on AIM of
the Nucleus Shares, to take effect at 7.00am on 22 September 2021,
being the business day immediately following the expected date of
completion of the compulsory acquisition process. On the basis of
the level of acceptances received by James Hay in connection with
the Offer exceeding 75 per cent of the Nucleus Shares, the
cancellation of the admission of the Nucleus Shares to trading on
AIM will take place without the requirement for a resolution of
shareholders to approve the cancellation. The Nucleus Shares are
expected to be suspended from trading on AIM with effect from
7.30am on 21 September 2021. Accordingly, the last day of dealings
in Nucleus Shares will be 20 September 2021.
Appointment of Directors
The Company also announces that Kathryn Purves and David Paige
have been appointed as Directors of the Company with immediate
effect.
Kathryn Purves is an experienced financial services professional
with executive experience of CEO and CRO roles and a focus on risk
management, governance, legal and compliance. She served as Chief
Executive Officer of IFG plc, a listed financial services holding
company, from April 2018 to April 2020 and previously was Chief
Risk Officer of Partnership Assurance Group plc, a leading provider
of non-standard annuities. Prior to joining Partnership in 2008,
she worked within the private equity industry for approximately ten
years. Kathryn is also currently a non-executive director of
Intermediate Capital Group plc, where she chairs the Risk
Committee, a non-executive director of Aztec Group, chair of
Saunderson House and chair of Redington.
David Paige is a fellow of the Institute of Chartered
Accountants and was a partner in Coopers & Lybrand's financial
services division before moving into senior executive positions
with NatWest Bank, Zurich Financial Services, Aviva plc and RSA
Insurance Group where he was executive director for risk. He was
also non-executive director of several of Aegon's UK businesses,
Willis UK, Yorkshire Building Society and Helphire PLC. Until
recently he was Chairman of the Yorkshire Building Society Pension
Scheme.
Unless otherwise stated, the terms used in this announcement
have the same meanings as given to them in the Offer Document
posted to Nucleus Shareholders on 13 April 2021.
Enquiries
Nucleus Financial Group plc
David Ferguson
Stuart Geard +44 (0)131 226 9800
Shore Capital ( Nominated
Adviser and Corporate Broker)
Hugh Morgan
Edward Mansfield
Daniel Bush +44 (0) 20 7408 4090
Media Enquiries
Camarco (PR Adviser)
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.
Additional information: Kathryn Purves
Kathryn Elizabeth Purves (formerly Hill), aged 48, does not
currently own any ordinary shares in Nucleus, and, other than as
set out below, there is no further information to be disclosed
under Rule 17 and Schedule 2(g) of the AIM Rules for Companies in
respect of her appointment.
Kathryn Purves is, or has been, a director of the following
companies during the previous five years:
Current Directorships
Redington Limited
Intermediate Capital Group plc
Saunderson House Limited
James Hay Administration Company Limited
James Hay Wrap Managers Limited
The IPS Partnership plc
IPS Pensions Limited
Aztec Group Limited
Previous Directorships
IFG Financial Services Limited
IFG Advisory UK Limited
I.F.G Securities Limited
IFG Grp UK Limited
IFG UK Holdings Limited
IFG UK Group Holdings Limited
Additional information: David Paige
David Victor Paige, aged 70, does not currently own any ordinary
shares in Nucleus, and, other than as set out below, there is no
further information to be disclosed under Rule 17 and Schedule 2(g)
of the AIM Rules for Companies in respect of his appointment.
David Paige is, or has been, a director of the following
companies during the previous five years:
Current Directorships
James Hay Administration Company Limited
James Hay Wrap Managers Limited
The IPS Partnership plc
IPS Pensions Limited
Previous Directorships
Willis Limited
YBS Pension Trustees Limited
Yorkshire Building Society Pension Scheme
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END
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