Offer for the company

    Offer

    Date Title PDF
    03/06/2021 Update on level of acceptances and offer timetable
    06/05/2021 Recommended Takeover Offer – First closing announcement
    13/04/2021 Offer Document
    13/04/2021 Form of Acceptance
    13/04/2021 Publication and posting of Offer Document

    Scheme of Arrangement

    Date Title PDF
    05/03/2021 Scheme Document
    05/03/2021 Publication and posting of Scheme Document
    05/03/2021 Virtual meeting guide
    05/03/2021 Court Meeting Form of Proxy
    05/03/2021 General Meeting Form of Proxy

    Rule 15 Communications

    Date Title PDF
    13/04/2021 Final Rule 15 letter relating to the LTIP
    13/04/2021 Final letter to SIP participants
    05/03/2021 Rule 15 letter - LTIP
    05/03/2021 Rule 15 letter - SIP

    Financial Statements

    Date Title PDF
    13/04/2021 Annual report and financial statements Nucleus Financial Group plc for the year ended 31 December 2020
    23/03/2021 Final results
    08/09/2020 Interim Results
    05/03/2021 Annual report and financial statements Nucleus Financial Group plc for the year ended 31 December 2019
    05/03/2021 Annual report and financial statements Nucleus Financial Group plc for the year ended 31 December 2018
    05/03/2021 IFG Group Limited - audited consolidated financial statements for the year ended 31 December 2019
    05/03/2021 IFG Group Limited - audited consolidated financial statements for the year ended 31 December 2018
    05/03/2021 James Hay Holdings Limited - Annual report and financial statements for the year ended 31 December 2019
    05/03/2021 James Hay Holdings Limited - Annual report and financial statements for the year ended 31 December 2018

    Rule 2.7 Announcement

    Date Title PDF
    02/12/2020 Rule 2.4 announcement
    09/02/2021 Rule 2.7 Announcement
    09/02/2021 Recommended Offer for Nucleus Financial Group plc

    Irrevocable undertakings

    Date Title PDF
    09/02/2021 Sanlam irrevocable
    09/02/2021 Director Shareholder Irrevocable Undertaking - David Ferguson
    09/02/2021 Director Shareholder Irrevocable Undertaking - Hariklia Geard
    09/02/2021 Director Shareholder Irrevocable Undertaking - Stuart Geard
    08/02/2021 Director Shareholder Irrevocable Undertaking - James Anthony Angus Samuels
    08/02/2021 Director Shareholder Irrevocable Undertaking - Katy Samuels
    09/02/2021 Director Shareholder Irrevocable Undertaking - Monique Ferguson

    Bidder financing agreements

    Date Title PDF
    09/02/2021 Equity Financing Agreement
    09/02/2021 Senior term and revolving facilities agreement
    09/02/2021 Irish deed of confirmation
    09/02/2021 Jersey security interest agreement - SaintMichelCo
    09/02/2021 Jersey security interest agreement - LarvottoCo
    09/02/2021 Arrangement fee letter

    Other offer agreements

    Date Title PDF
    25/11/2020 Non-disclosure agreement
    09/02/2021 Clean teams agreement - Macfarlanes
    09/02/2021 Clean teams agreement - PWC
    09/02/2021 Clean teams agreement - Arthur J. Gallagher

    Consent letters

    Date Title PDF
    13/04/2021 Offer Document Fenchurch Advisory Partners Consent Letter
    13/04/2021 Offer Document Craven Street Capital Consent Letter
    13/04/2021 Offer Document Shore Capital Consent Letter
    13/04/2021 Offer Document RBC Consent Letter
    05/03/2021 Scheme Document Fenchurch Advisory Partners Consent Letter
    05/03/2021 Scheme Document and R15 SCC and SCS Consent Letter
    05/03/2021 Scheme Document and R15 Craven Street Capital Consent Letter
    05/03/2021 Rule 15 Letter RBC cees Trustee Limited Consent Letter
    09/02/2021 Rule 2.7 announcement consent letter – Shore Capital
    09/02/2021 Rule 2.7 announcement consent letter – Craven Street Capital
    09/02/2021 Rule 2.7 announcement consent letter – Fenchurch Advisory Partners

    Other documents

    DateTitlePDF
    23/03/2021Press release 2.7 announcement
    15/02/2021Nucleus Articles of Association
    05/03/2021Proposed Articles of Association
    05/03/2021Articles of Association of James Hay Holdings Limited

    Other documents - RNS

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    1 BASIS OF ACCESS

    The information contained on this Microsite is in respect of the cash offer (the "Offer") by James Hay Holdings Limited (the "Bidder") for the entire issued and to be issued share capital of Nucleus, as referenced in the announcement made by the Bidder on 9 February 2021 under Rule 2.7 of the City Code on Takeovers and Mergers. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such an offer, invitation or solicitation is unlawful.

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    4 IMPORTANT INFORMATION FOR US INVESTORS

    The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States (the "US"). Any financial statements or other financial information included on this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Nucleus is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue Nucleus or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Nucleus and its respective affiliates to subject themselves to the jurisdiction or judgment of a US state or federal court. In addition, the Offer would be subject to UK disclosure requirements, which are different from certain US disclosure requirements. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant UK rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

    The materials do not constitute an offer to acquire or exchange securities in the US. The Offer relates to the shares of a UK company and may be made by means of a scheme of arrangement provided for under UK company law. The Offer will not be not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act").

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    5 FORWARD-LOOKING STATEMENTS

    This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results or operations and business of, Nucleus and the Bidder and certain plans and objectives of the Bidder with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "predict", "seek", "strategy", "future", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements.

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