6 Aug 2021 14:28
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
("Nucleus" or the "Company")
by
James Hay Holdings Limited
(an indirect wholly owned subsidiary of IFG Group Limited, the parent company of the James Hay Group)
Director/PDMR shareholding, allotment of shares to employee benefit trust and statement of Total Voting Rights
1. Director/PDMR Shareholding
Nucleus (AIM: NUC) announces that, on 6 August 2021, the executive directors and other persons discharging managerial responsibility ("PDMRs") set out in the table below acquired ordinary shares of 0.1 pence each in the share capital of the Company ("Shares") pursuant to the exercise of nil-cost options originally granted under the Nucleus Financial Group plc Long Term Incentive Plan (the "LTIP").
Each of these exercises:
· was in accordance with proposals made by James Hay Holdings Limited ("James Hay Holdings") to participants in the LTIP under Rule 15 of the Code (the "Rule 15 Proposals") in connection with its recommended cash offer (the "Offer") to acquire the entire issued and to be issued ordinary share capital of the Company; and
· became effective shortly after the Offer was declared unconditional in all respects (as stated by James Hay Holdings in its announcement this morning).
PDMR | Role | Aggregate number of Shares acquired on 6 August 2021 for nil consideration |
David Ferguson | Chief Executive Officer | 235,050 |
Stuart Geard | Chief Finance Officer | 165,139 |
Barry Neilson | Chief Customer Officer | 92,597 |
Andrew Smith | Chief Technology Officer | 91,593 |
Kirsty Lynagh | Chief People Officer | 71,390 |
The Shares required to satisfy the above exercises (which, in accordance with the terms of the Rule 15 Proposals, will in due course be assented to the Offer) are being sourced from the NFG Limited Employee Benefit Trust 2010 (the "EBT") - see below for further information.
2. Allotment of shares to employee benefit trust and statement of Total Voting Rights
Nucleus also announces that, in order to facilitate the satisfaction of the Rule 15 Proposals made by James Hay Holdings (including the above noted exercises of nil-cost options by PDMRs), it has allotted 452,543 new Shares (the "New Ordinary Shares") to the trustee of the EBT. Following this allotment, the EBT's total holding will comprise 992,543 Shares.
It is anticipated that the New Ordinary Shares (which will rank pari passu in all respects with the existing ordinary shares of the Company) will be admitted to trading on AIM on or around 12 August 2021 ("Admission"). Following the above allotment, the Company's issued share capital is comprised of 76,925,903 ordinary shares with voting rights and that figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.
The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).
Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||||||||||||||||
a)
| Name
| 1. David Ferguson 2. Stuart Geard 3. Barry Neilson 4. Andrew Smith 5. Kirsty Lynagh | ||||||||||||||||||
2
| Reason for the notification
| |||||||||||||||||||
a)
| Position/status
| 1. Chief Executive Officer 2. Chief Finance Officer 3. Chief Customer Officer 4. Chief Technology Officer 5. Chief People Officer | ||||||||||||||||||
b)
| Initial notification /Amendment
| Initial Notification | ||||||||||||||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||||||||||||||
a)
| Name
| Nucleus Financial Group plc | ||||||||||||||||||
b)
| LEI
| 213800MAIAI3M7LM5950 | ||||||||||||||||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||||||||||||||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 0.1 pence each
GB00BG226J60 | ||||||||||||||||||
b)
| Nature of the transaction
| Acquisition of Shares on the exercise of awards (in the form of nil-cost options) pursuant to the Nucleus Financial Group plc Long Term Incentive Plan
| ||||||||||||||||||
c)
| Price(s) and volume(s)
|
| ||||||||||||||||||
d)
| Aggregated information
-Aggregated volume
- Price
| 1. N/A single transaction 2. N/A single transaction 3. N/A single transaction 4. N/A single transaction 5. N/A single transaction | ||||||||||||||||||
e)
| Date of the transaction
| 6 August 2021 | ||||||||||||||||||
f)
| Place of the transaction
| Outside a trading venue | ||||||||||||||||||
For further information please contact:
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 Shan Willenbrock | +44 (0) 7789 998020 +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.
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.