James Hay Partnership entered into a scheme of arrangement to acquire Nucleus Financial Group plc (AIM:NUC) from Nucleus Directors, Sanlam UK Limited and others for approximately £140 million on February 9, 2021. Under the terms, James Hay Partnership will pay £1.88 per Nucleus share. Sanlam UK Limited will sell 52.19% stake for £75 million. If James Hay receives acceptances under the Takeover Offer in respect of, and/or otherwise acquires, or unconditionally contracts to acquire, 90% or more of the Nucleus Shares and the Takeover Offer has become or been declared unconditional in all respects, James Hay intends to exercise its rights to acquire compulsorily the remaining Nucleus Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer. As of March 30, 2021, the transaction has been switched from ‘scheme of arrangement’ to a takeover to remove uncertainty created by some shareholder dissent to the deal. James Hay is providing the cash consideration payable under the Acquisition through a combination of equity financing drawn down from the Epiris Funds, as well as debt financing to be provided under certain term loan facilities made available to SaintMichelCo (an indirect parent of James Hay Holdings, as borrower) by various funds managed or advised by Ares Management Limited. The term loans include £110.6 million “Facility B2” term loan and a £9.4 million “Acquisition Facility” term loan. Following the Acquisition, James Hay intends to merge the operations of Nucleus with the James Hay Group and intends that existing business activities of Nucleus and James Hay will continue within the Combined Group. In recognition of Nucleus' trusted and leading brand with advisers in the UK platform market, James Hay intends to retain the Nucleus brand for at least 12 months after the Effective Date, whilst it assesses the optimal branding strategy for the Combined Group. The current Non-Executive Directors of Nucleus will resign from Nucleus on or after the Effective Date. Following completion of the Acquisition, it is envisaged that the headquarter functions will continue to operate from James Hay's and Nucleus' existing locations. As soon as practicable after the Effective Date, it is intended that Nucleus will be re-registered as a private limited company under the relevant provisions of the Companies Act. Given the proposed target operating model of the Combined Group, it is envisaged that a material number of Nucleus' employees, principally within the technology and platform operations functions, will transfer to FNZ at a time that is aligned to the migration program over the medium term. The Scheme will be subject to the Conditions including the approval of the Scheme by the Scheme Shareholders, sanction of the Scheme by the Court, receipt of approval by the FCA, regulatory approvals, third party clearances and minimum acceptances amounting to 75% of the Nucleus Shares. The Nucleus Directors who are Nucleus Shareholders, Sanlam and certain other shareholders have irrevocably undertaken to vote in favor of the Scheme in respect of approximately 55.88% of Nucleus’ issued share capital. The Nucleus Directors intend to recommend unanimously that the Scheme Shareholders vote in favor of the Scheme. Nucleus Court Meeting and General Meeting are to be held on March 30, 2021. As of March 30, 2021, the Nucleus Court Meeting and the Nucleus General Meeting were adjourned and will not be rescheduled. As of March 30, 2021, the Nucleus Directors intend to recommend unanimously that the Nucleus Shareholders accept the takeover offer. The Acquisition will therefore no longer be implemented by way of the previously announced scheme of arrangement. As on May 4, 2021, being the First Closing Date of the Offer, James Hay Holdings had received valid acceptances in respect of a total of 70.1 million Nucleus Shares, representing approximately 91.73% of the issued share capital of Nucleus. As on May 4, 2021, Offer become unconditional as to acceptances. As at May 24, 2021, James Hay Holdings had received valid acceptances in respect of a total of 72.20682 million Nucleus Shares, representing approximately 94.42% of the issued share capital of Nucleus. As of May 25, 2021, James Hay Holdings has requested and received the consent of the Panel to extend until the date by which the Offer must become, or be declared, unconditional in all respects in accordance with Rule 31.7 of the Code until August 23, 2021. The First Closing Date of the Offer is May 4, 2021. The Scheme is expected to become effective in the second quarter of 2021. The Long stop date of this scheme is November 9, 2021. Hugh Morgan, Edward Mansfield and Daniel Bush of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited and Soondra Appavoo and Donald Sinton of Craven Street Capital Limited acted as financial advisors to Nucleus Financial Group plc. Graham Marchant, Richard Locke and Josh Needham of Fenchurch Advisory Partners acted as financial advisors to James Hay Partnership. Burges Salmon LLP acted as legal advisor for Nucleus and Stephen Drewitt, Richard Burrows, Kirstie Hutchinson, Owen Giles, Felicity Powell and Adam Campbell of Macfarlanes LLP acted as legal advisors to James Hay Partnership. Seth Jones and Harriet Stephenson of Allen & Overy LLP acted as the legal advisors to Sanlam. Paul Mullen and Maegen Morrison of Hogan Lovells International LLP acted as legal advisors to Ares Management Limited. James Mulholland, Guy Coltman, David Allen and Kate Andrews of Carey Olsen Group Services Limited acted as the legal advisors to James Hay Partnership. Giles Distin and Andy Fordham of Addleshaw Goddard acted as the legal advisors to Fenchurch Advisory Partners Limited.