Notice of proposed cancellation of trading on AIM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

23 August 2021

Nucleus Financial Group plc

("Nucleus" or the "Company")

Notice of proposed cancellation of trading on AIM

Director appointments

Notice of the proposed cancellation of the admission of the Nucleus Shares to trading on AIM

On 6 August 2021 James Hay Holdings Limited ("James Hay") declared its offer for the entire issued share capital of Nucleus (the "Offer") wholly unconditional. James Hay also announced its intention to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Nucleus Shares in respect of which the Offer had not been validly accepted on the same terms as the Offer, as well its intention to procure that Nucleus will make an application to the London Stock Exchange for the cancellation of trading in the Nucleus Shares on AIM, to take effect on the Business Day immediately following completion of the compulsory acquisition process.

The Company has, at the request of James Hay and as contemplated by the Offer Document, made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the Nucleus Shares, to take effect at 7.00am on 22 September 2021, being the business day immediately following the expected date of completion of the compulsory acquisition process. On the basis of the level of acceptances received by James Hay in connection with the Offer exceeding 75 per cent of the Nucleus Shares, the cancellation of the admission of the Nucleus Shares to trading on AIM will take place without the requirement for a resolution of shareholders to approve the cancellation. The Nucleus Shares are expected to be suspended from trading on AIM with effect from 7.30am on 21 September 2021. Accordingly, the last day of dealings in Nucleus Shares will be 20 September 2021.

Appointment of Directors

The Company also announces that Kathryn Purves and David Paige have been appointed as Directors of the Company with immediate effect.

Kathryn Purves is an experienced financial services professional with executive experience of CEO and CRO roles and a focus on risk management, governance, legal and compliance. She served as Chief Executive Officer of IFG plc, a listed financial services holding company, from April 2018 to April 2020 and previously was Chief Risk Officer of Partnership Assurance Group plc, a leading provider of non-standard annuities. Prior to joining Partnership in 2008, she worked within the private equity industry for approximately ten years. Kathryn is also currently a non-executive director of Intermediate Capital Group plc, where she chairs the Risk Committee, a non-executive director of Aztec Group, chair of Saunderson House and chair of Redington.

David Paige is a fellow of the Institute of Chartered Accountants and was a partner in Coopers & Lybrand's financial services division before moving into senior executive positions with NatWest Bank, Zurich Financial Services, Aviva plc and RSA Insurance Group where he was executive director for risk. He was also non-executive director of several of Aegon's UK businesses, Willis UK, Yorkshire Building Society and Helphire PLC. Until recently he was Chairman of the Yorkshire Building Society Pension Scheme.

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document posted to Nucleus Shareholders on 13 April 2021.

Enquiries

Further Information

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Nucleus pursuant to the Acquisition in any jurisdiction in contravention of applicable laws. The Acquisition will be implemented solely pursuant to the terms of the Offer Document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made on the basis of the information contained in the Offer Document.

Nucleus and James Hay Holdings urge Nucleus Shareholders to read the Offer Document carefully, as it contains important information in relation to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent document.

Additional information: Kathryn Purves

Kathryn Elizabeth Purves (formerly Hill), aged 48, does not currently own any ordinary shares in Nucleus, and, other than as set out below, there is no further information to be disclosed under Rule 17 and Schedule 2(g) of the AIM Rules for Companies in respect of her appointment.

Kathryn Purves is, or has been, a director of the following companies during the previous five years:

Current Directorships

Redington Limited

Intermediate Capital Group plc

Saunderson House Limited

James Hay Administration Company Limited

James Hay Wrap Managers Limited

The IPS Partnership plc

IPS Pensions Limited

Aztec Group Limited

Previous Directorships

IFG Financial Services Limited

IFG Advisory UK Limited

I.F.G Securities Limited

IFG Grp UK Limited

IFG UK Holdings Limited

IFG UK Group Holdings Limited

Additional information: David Paige

David Victor Paige, aged 70, does not currently own any ordinary shares in Nucleus, and, other than as set out below, there is no further information to be disclosed under Rule 17 and Schedule 2(g) of the AIM Rules for Companies in respect of his appointment.

David Paige is, or has been, a director of the following companies during the previous five years:

Current Directorships

James Hay Administration Company Limited

James Hay Wrap Managers Limited

The IPS Partnership plc

IPS Pensions Limited

Previous Directorships

Willis Limited

YBS Pension Trustees Limited

Yorkshire Building Society Pension Scheme