2 Dec 2020 12:07
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
FOR IMMEDIATE RELEASE
2 December 2020
Nucleus Financial Group plc
('Nucleus' or the 'Company')
Statement regarding a Possible Offer
The Company notes the recent press speculation and confirms that it has received separate proposals from Integrafin Holdings plc and Epiris LLP in conjunction with its associate James Hay Partnership Management Limited (together the "Potential Offerors") regarding possible cash offers for the entire issued and to be issued ordinary share capital of Nucleus. The Company is also in preliminary discussions with Aquiline Capital Partners LLC and Allfunds (UK) Limited regarding potential offers for the Company.
Discussions between Nucleus and the respective parties are ongoing. Nucleus understands that Sanlam UK Limited, which owns approximately 52 per cent. of Nucleus's issued share capital, is supportive of the Nucleus Board engaging in potential offer discussions and the Company intends to work constructively with Sanlam UK Limited to ensure that the interests of all shareholders are properly considered. There can be no certainty that any offer for Nucleus will be made, nor as to the terms on which any offer might be made.
This is an announcement falling under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.
The Panel has confirmed that no deadline pursuant to Rule 2.6(a) of the Takeover Code will currently apply as a result of this announcement.
As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company in accordance with the rules of the Code. The attention of the Company's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
A further announcement will be made in due course, as and when appropriate.
The person responsible for arranging the release of this announcement on behalf of the Company is Stuart Geard.
For further information please contact:
Nucleus Financial Group plc
David Ferguson, CEO
Stuart Geard, Chief Financial Officer
Tel: +44 (0)13 1226 9800
Shore Capital - Joint Financial Adviser and Joint Rule 3 Adviser, Nominated Adviser and Broker
Hugh Morgan
Edward Mansfield
Daniel Bush
Tel: +44 (0)20 7408 4090
Craven Street Capital - Joint Financial Adviser and Joint Rule 3 Adviser
Soondra Appavoo
Donald Sinton
Tel: +44 (0)20 3890 8654
Camarco (Media enquiries)
Jennifer Renwick
Jake Thomas
Tel: +44 (0)20 3757 4994
Notice related 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 Financial Group plc and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Nucleus Financial Group plc for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the possible offer 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 Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nucleus Financial Group plc and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Nucleus Financial Group plc for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the possible offer or any other matter referred to herein. Neither Craven Street Capital Limited nor any of its 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 Craven Street Capital Limited in connection with this announcement, any statement contained herein or otherwise.
Disclosure requirements of the Code
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.
Important Notices and Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than in 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 requirements. Any failure to comply with applicable 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 possible offer disclaim any responsibility or liability for the violation of such requirements by any person.
The Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act of 1933 or an exemption therefrom. There will be no public offer of Ordinary Shares in the United States.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.nucleusfinancial.com/investors by no later than 12 noon (London time) on 3 December 2020. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, the Company confirms that, as at the close of business on 1 December 2020, its issued, ordinary share capital consisted of 76,473,360 ordinary shares with a nominal value of 0.1 pence each ("Ordinary Shares"). The Ordinary Shares are admitted to trading on the AIM market of the London Stock Exchange. The International Securities Identification Number for the Ordinary Shares is GB00BG226J60.