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Nucleus takeover held up to overcome dissent

David Ferguson

Selling: David Ferguson

Nucleus Financial, the Edinburgh-based wrap platform, has agreed to change the terms of its £144.6 million acquisition by James Hay amid some disquiet over the deal.

Instead of a court-sanctioned scheme of arrangement the acquisition will now be implemented by way of a recommended takeover offer.

A court meeting and general meeting to approve the acquisition, which was due to go ahead today, has been cancelled.

The recommended all cash offer was announced on 9 February and the Nucleus directors, led by majority shareholder Sanlam and founder and CEO David Ferguson, have today provided their consent to the switch to a takeover offer as requested by James Hay Holdings as they believe this will “allow all Nucleus shareholders to benefit from the takeover offer”.

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 number of registered members of Nucleus to approve the Scheme”.

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

All other conditions remain unchanged from 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.

See also: Nucleus employees raise concerns over takeover

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