TIDMNUC
RNS Number : 8986H
Nucleus Financial Group PLC
06 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.
FOR IMMEDIATE RELEASE.
6 August 2021
RECOMMED 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 Initial Notification
/Amendment
-------------------------- -----------------------------------------
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 Ordinary shares of 0.1 pence each
financial instrument,
type of instrument
Identification code
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) Price(s) Volume(s)
1. Nil 235,050
--------- ----------
2. Nil 165,139
--------- ----------
3. Nil 92,597
--------- ----------
4. Nil 91,593
--------- ----------
5. Nil 71,390
--------- ----------
-------------------------- -----------------------------------------
d) Aggregated information 1. N/A single transaction
-Aggregated volume 2. N/A single transaction
3. N/A single transaction
4. N/A single transaction
- Price 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 +44 (0) 7789 998020
Shan Willenbrock +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.
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END
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August 06, 2021 09:28 ET (13:28 GMT)
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