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Nucleus shareholders approve James Hay takeover

Over 90% voted in favour of the acquisition

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James Hay is set to buy advisory platform Nucleus.

An agreement was announced on 9 February 2021 for an all-cash offer of £145m ($201m, €167m).

James Hay initially submitted a scheme of arrangement offer, which required 75% of voting rights in favour of the acquisition.

Despite the Nucleus board of directors recommending the proposal, shareholders expressed concerns about potential job cuts.

This prompted the wealth firm to make a contractual takeover offer, which only needed to be formally accepted by 50% of shareholders, to ensure “greater certainty of execution”.

As of 1pm on 4 May 2021, holders of 70,150,582 Nucleus shares – who represent 91.73% of the issued share capital – sent valid acceptances to James Hay.

They include the 55.88% belonging to Nucleus directors and shareholders that had already given “irrevocable undertakings to accept the offer”.

The wealth firm said in a London Stock Exchange filing: “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.

“The offer, which remains subject to the outstanding conditions set out in the offer document, will remain open for acceptance until further notice. At least 14 days’ notice will be given by an announcement before the offer is closed.”

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