Shareholders of Edinburgh funds platform Nucleus Financial Group have finally agreed to a £145 million takeover by investment firm James Hay.
In a stock exchange statement, James Hay said almost 92% of Nucleus’s shareholders voted to accept the cash offer of £1.88 a share.
The price offered by James Hay represented a premium of 41.89% to the closing price of 132.5p on December 1, 2020, the last business day prior to the commencement of the offer period.
Nucleus Financial’s major shareholder has been Sanlam UK Limited, an indirectly held subsidiary of Sanlam of South Africa.
On April 13, 2021, Nucleus Financial said on Tuesday its assets under administration (AUA) rose to £18 billion at March 31 as first-quarter gross inflows of £637 million were achieved, with March 2021 its “best ever month for inflows.”
James Hay CEO Richard Rowney said: “I’m very pleased that shareholders have overwhelmingly accepted our offer.
“Shareholder approval is a key milestone in the journey to bring together the respective expertise of Nucleus and James Hay.
“We are excited by the prospect of working with the Nucleus team as we seek to create a leading independent adviser platform with circa £45bn of assets under administration, and the scale to invest in the technology, products and service for the benefit of advisers and their clients.”
In the stock exchange statement, James Hay said: “As at 1.00 p.m. on 4 May 2021, being the First Closing Date of the Offer, James Hay Holdings had received valid acceptances in respect of a total of 70,150,582 Nucleus Shares, representing approximately 91.73 per cent. of the issued share capital of Nucleus.
“In accordance with the level of acceptances set out above, James Hay Holdings is pleased to announce that the Offer has become unconditional as to acceptances.
“The Offer will remain open for acceptance until further notice. All other terms and conditions as outlined in the Offer Document still apply
“These acceptances include those received in respect of 42,732,982 Nucleus Shares (representing approximately 55.88 per cent. of the existing issued ordinary share capital of Nucleus) held by certain Nucleus Directors and certain other Nucleus Shareholders who had given irrevocable undertakings to accept the Offer.
“So far as James Hay Holdings is aware, none of these acceptances have been received from persons acting in concert with James Hay Holdings.
“The percentages of Nucleus Shares referred to in this section are based upon a figure of 76,473,360 Nucleus Shares in issue as at close of business in London on 4 May 2021 (being the latest practicable time and date prior to the date of this announcement).”