TIDMNUC
RNS Number : 8939U
Nucleus Financial Group PLC
09 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART 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
9 April 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 Document - change of date of publication
On 30 March 2021 it was announced that the method for the
implementation of the Acquisition would be a Takeover Offer, and
that it was anticipated that James Hay Holdings would publish the
Offer Document and post it, together with a form of acceptance
(where applicable), to Nucleus Shareholders on or before 9 April
2021. James Hay Holdings and Nucleus have agreed with the Panel
that the date of publication of the Offer Document will now be 13
April 2021.
All other aspects of the timetable remain unchanged other than
as a consequence of this change in publication date. In particular,
the first closing date will continue be the date falling 21 days
following the date on which the Offer Document is published. The
Panel has agreed with James Hay Holdings and Nucleus that "Day 60"
of the Takeover Code timetable will be the day falling 60 days
after publication of the Offer Document (or such other later date
as may be determined by James Hay Holdings with the agreement of
the Panel to be the last date for fulfilment of the Acceptance
Condition). Further details of the expected timetable will be set
out in the Offer Document.
Capitalised terms not otherwise defined in this Announcement
have the meanings given to them in the Company's announcement of 30
March 2021 entitled "Switch from Scheme of Arrangement to Takeover
Offer".
Enquiries
Investor Enquiries
Fenchurch Advisory Partners
LLP
(Financial Adviser to the
James Hay Group) +44 (0) 207 382 2222
Graham Marchant
Richard Locke
Josh Needham
Media Enquiries
TB Cardew
(PR Adviser to the James
Hay Group)
Tom Allison +44 (0) 7789 998020
Shan Willenbrock +44 (0) 7775 848537
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) +44 (0) 20 7408 4090
Hugh Morgan
Edward Mansfield
Daniel Bush
Craven Street Capital
(Joint Financial and Rule
3 Adviser to Nucleus) +44 (0) 20 3890 8654
Soondra Appavoo
Donald Sinton
Media Enquiries
Camarco
(PR Adviser to Nucleus) +44 (0) 20 3757 4994
Jennifer Renwick
Jake Thomas
Burges Salmon LLP are retained as legal advisers for Nucleus.
Macfarlanes LLP are retained as legal advisers for the James Hay
Group.
Important notices
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.
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 Scheme or any other matters referred to in this
Announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or invitation to purchase, 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. The Acquisition will be made solely
through the Offer Document, which together with the associated
forms of acceptance will contain the full terms and conditions of
the Acquisition, including details of how to accept the Takeover
Offer. Any acceptance or other response to the Acquisition should
be made only on the basis of the information in the Offer
Document.
Overseas Shareholders
This Announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The Acquisition will be subject to the applicable rules and
regulations of the FCA, the London Stock Exchange and the Code.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons 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 failure to comply with the applicable
restrictions may constitute a violation of the securities laws 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. Further details in
relation to Overseas Shareholders will be contained in the Offer
Document.
Unless otherwise determined by James Hay Holdings or required by
the City Code, and permitted by applicable law and regulation, the
Acquisition 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 by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this Announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Additional information for US Investors
The Acquisition relates to the shares of an English company and
is being made by means of a takeover offer provided for under
English company law. A transaction effected by means of a takeover
offer is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Takeover Offer is subject to the disclosure requirements and
practices applicable in the United Kingdom to takeover offers which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, James Hay
Holdings determines to extend the Takeover Offer into the United
States, the Takeover Offer will be made in compliance with
applicable United States laws and regulations. Financial
information included in this Announcement and the Offer 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.
It may be difficult for US holders of Nucleus Shares 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 of Nucleus Shares
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
Furthermore, the payment and settlement procedure with respect
to the Takeover Offer will comply with the relevant United Kingdom
rules, which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
The financial statements, and all financial information included
in this Announcement or that may be included in the Offer Document,
have been prepared in accordance with accounting standards
applicable in the United Kingdom and thus may not be comparable to
financial statements and information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US ("US GAAP"). US
GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom. None of the financial
information in this Announcement has been audited in accordance
with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Acquisition nor this Announcement have been approved
or disapproved by the SEC, any state securities commission in the
United States or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of
the information contained in this Announcement or the merits of the
Takeover Offer. Any representation to the contrary is a criminal
offence in the US.
The receipt of cash by a US holder as consideration for the
transfer of its Nucleus Shares pursuant to the Acquisition will
likely be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and
other, tax laws. Any US holder of Nucleus Shares is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him
or her.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by James Hay Holdings
and Nucleus contain statements which are, or may be deemed to be,
"forward-looking statements". 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
James Hay Holdings 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 James Hay Holdings and Nucleus (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
James Hay Holdings and Nucleus believe that the expectations
reflected in such forward-looking statements are reasonable, James
Hay Holdings and Nucleus can give no assurance that such
expectations will prove to be correct. 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. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants; the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which James Hay Holdings and Nucleus operate; weak,
volatile or illiquid capital and/or credit markets; changes in tax
rates; interest rate and currency value fluctuations; the degree of
competition in the geographic and business areas in which James Hay
Holdings and Nucleus operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
James Hay Holdings nor Nucleus, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than
in accordance with their legal or regulatory obligations, neither
James Hay Holdings nor Nucleus is under any obligation, and James
Hay Holdings and Nucleus expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be made available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on James Hay's website at www.jameshay.co.uk and on
Nucleus' website at www.nucleusfinancial.com /investors by no later
than 12 noon (London time) on the Business Day following the date
of this Announcement. The content of the websites referred to in
this Announcement is not incorporated into and does not form part
of this Announcement.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this Announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Nucleus for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Nucleus.
Requesting hard copy documents
Nucleus Shareholders may request a hard copy of this
Announcement by: (i) contacting Nucleus during business hours on
+44 (0) 131 226 9800 or (ii) by submitting a request in writing to
Nucleus at Greenside, 12 Blenheim Place, Edinburgh EH7 5JH.
Electronic communications
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 to comply with Rule 2.11(c).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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END
ODPSSFFMAEFSEFL
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April 09, 2021 02:00 ET (06:00 GMT)
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