David Ferguson, CEO of Nucleus

The firm said that the takeover offer will be utilised in order to increase certainty of execution in the interests of all Nucleus Shareholders.

Last month, the boards of both companies announced the terms of a recommended all cash offer to be made by James Hay Holdings for the entire issued and to be issued share capital of Nucleus to be implemented by means of a Court-sanctioned scheme of arrangement between Nucleus and the Nucleus Shareholders under Part 26 of the Companies Act 2006.

The Nucleus Directors have provided their consent to the switch to a Takeover Offer, as requested by James Hay Holdings. The Nucleus Directors believe that switching to a Takeover Offer will allow all Nucleus Shareholders to benefit from the Takeover Offer.

As the Acquisition is to be implemented by way of a Takeover Offer, the Nucleus Court Meeting and the Nucleus General Meeting which were due to take place today in connection with the Scheme were adjourned and will not be rescheduled.

James Hay Holdings considers that the Takeover Offer offers greater certainty of execution for Nucleus Shareholders as it removes uncertainty in relation to the satisfaction of the requirement for a majority in the number of registered members of Nucleus to approve the Scheme.

Nucleus noted that as at 6.30pm on Sunday 28 March 2021, 94.93% of the votes that had been submitted in respect of the Nucleus Court Meeting were in favour of the Scheme and that 44 registered members had submitted votes (of which 27 were in favour and 17 were against).

The terms and conditions of the Acquisition remain unchanged from those outlined in the Original Announcement.

Nucleus shareholders continue to be entitled to receive 188p in cash for each Nucleus share, representing a premium of approximately 41.89% to the closing price per Nucleus share of 132.5p on 1 December 2020 being the last business say prior to the commencement of the offer period.