NUC.L Regulatory News (NUC)

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

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)

Director changes

On 6 August 2021 it was announced that the recommended takeover offer (the "Offer") by James Hay Holdings Limited for the entire issued share capital of Nucleus had been declared wholly unconditional. As a result of the Offer going wholly unconditional, and in accordance with statements made in the offer document dated 13 April 2021 issued in connection with the Offer, the Company announces that the following individuals have resigned as Non-Executive Directors of the Company with immediate effect:

Tracey Dunley-Owen

Margaret Hassall

John Levin

Jonathan Polin

Angus Samuels

Alfio Tagliabue

Richard Rowney, Mark Dearsley and Owen Wilson have been appointed as Directors of the Company with immediate effect. Further information is set out below.

Biographies of new directors

Richard Rowney has been CEO of James Hay since October 2020. He is also Non-Executive Director for MSP Capital Group and Honeycomb Investment Trust. Prior to this, he undertook multiple roles at LV throughout a period of just under 13 years, including acting as Managing Director of LV Life and Pensions and Group CEO of LV. Richard started his career in 1992, undertaking various senior operational, risk and change roles across Barclays Corporate and Retail Banking, and holds an honours degree in Geography from Leeds University, an MBA from Henley Management College and a GMP from Harvard Business School.

Mark Dearsley became the Chairman of IFG Group plc in 2018 and has been Chairman of James Hay since 2019 following the Epiris acquisition. Mark has almost 40 years' experience in the financial services sector, including serving as Group Strategy Director for Just Group plc, Group Chief Financial Officer and Managing Director, International for Partnership Assurance, Group Chief Finance Officer at Savills plc and Group Mergers & Acquisitions Director and Finance Director, Europe and International at Aviva plc. He is a chartered accountant and holds a BA in Economics from the University of Leicester.

Owen Wilson is a director of James Hay. Owen has over 20 years' experience in the private equity industry. He is currently a partner at Epiris LLP, having joined the firm in 2013. Prior to this, Owen spent four years in Palamon Capital Partners as Principal, 5 years at Candover as Investment Director, and 7 years advising private equity clients whilst at Bain & Co. Owen obtained a BA in Mathematics from the University of Cambridge, as well as an MBA from Harvard Business School.

Enquiries

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.

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.

Additional information: Richard Rowney

Mr Richard Alexander Rowney, aged 50, 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 Mr Rowney's appointment as a Non-Executive Director.

Richard Alexander Rowney is, or has been, a director of the following companies during the previous five years:

Current Directorships

James Hay Wrap Managers Limited

James Hay Administration Company Limited

The IPS Partnership PLC

IPS Pensions Limited

PAL Trustees Limited

Union Pension Trustees Limited

Sarum Trustees Limited

James Hay Partnership Limited

James Hay Holdings Limited

James Hay Partnership Management Limited

James Hay Wrap Nominee Company Limited

James Hay Pension Trustees Limited

MSP Capital Holdings Limited

Honeycomb Investment Trust PLC

Previous Directorships

Liverpool Victoria Portfolio Managers Limited

Union Pensions Trustees (London) Limited

Sealgrove Trustees Limited

Santhouse Pensioneer Trustee Company Limited(The)

Wealth Wizards Limited

NLC Name No. 7 Limited

Liverpool Victoria Life Company Limited

LV Equity Release Limited

LV Commercial Mortgages Limited

NLC Name No. 4 Limited

LV Life Services Limited

Liverpool Victoria Asset Management Limited

NLC Name No. 5 Limited

Ayresbrook Limited

NLC Name No. 2 Limited

LV Protection Limited

LV Insurance Management Limited

Teachers Financial Services Limited

NM Pensions Trustees Limited

Ockham Corporate Limited

Highway Corporate Capital Limited

Frizzell Financial Services Limited

Liverpool Victoria Financial Advice Services Limited

LV Repair Services Limited

Liverpool Victoria Insurance Company Limited

Highway Insurance Company Limited

LV Assistance Services Limited

Teachers Property Limited

Sovereign Unit Trust Managers Limited

Teachers Management Services Limited

Liverpool Victoria Banking Services Limited

NLC Name No. 3 Limited

Teachers Assurance Company Limited

Liverpool Victoria General Insurance Group Limited

Liverpool Victoria Trustees Limited

Highway Insurance Group Limited

NLC Name No. 1 Limited

LV Capital Limited

Liverpool Victoria Inactive Limited

Additional information: Arthur Mark Dearsley

Mr Arthur Mark Dearsley, aged 60, 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 Mr Dearsley's appointment as a Non-Executive Director.

Arthur Mark Dearsley 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

IPS Pensions Limited

The IPS Partnership plc

Larousseco Limited

IFG Group Limited

Cleeveland Consulting Limited

Previous Directorships

None.

Additional information: Owen Wilson

Mr Owen Henry Wilson, aged 45, 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 Mr Wilson's appointment as a Non-Executive Director.

Owen Wilson is, or has been, a director or partner of the following companies during the previous five years:

Current Directorships

Saunderson House Limited

Epiris LLP

James Hay Wrap Managers Limited

IPS Pensions Limited

The IPS Partnership PLC

James Hay Administration Company Limited

Vantage Bidco Limited

Portals International Limited

Valkyrie Topco Limited (Jersey)

Saintmichelco Limited (Jersey)

Larvottoco Limited (Jersey)

Larousseco Limited (Jersey)

Montecarloco Limited (Jersey)

IFG Group Limited

Castleco Limited (Jersey)

Houseco Limited (Jersey)

Cabinco Limited (Jersey)

Cottageco Limited (Jersey)

Previous Directorships

Elian Bidco Limited (Jersey) (Alternate)

Elian Midco Limited (Guernsey)(Alternate)

Elian Topco Limited (Guernsey)(Alternate)

Wednesday (Bidco) Limited

Tuesday (Midco) Limited

Monday (Topco) Limited

Reversions Financing Limited

Bridgewater Property Holdings Limited

Retirement Bridge Management Limited

Hamsard 2517 (New Business) Limited

Grainger (Peachey) Limited

Equity Release (Increments) Nominees No.6 Limited

Equity Release (Increments) Limited

Hamsard 2518 Limited

Retirement Bridge Limited

Home Properties Limited

BPT (Full Reversions) Limited

Bridgewater Equity Release Limited

BPT Bridgewater (Home Reversions) Limited

Retirement Bridge Group Holdings Ltd (formerly Turbo Group Holdings Limited)

Retirement Bridge Investments Ltd (formerly Turbo Investments Limited

Retirement Bride Group Limited (formerly Turbo Group Limited)

Sennaco Limited

Godivaco Limited

Whickerco Limited

Vanquish Holdco Limited

Volante Midco Limited

Portals Finance 3 Limited

Portals Finance 2 Limited

Portals Finance 1 Limited

Epiris Advisers LLP