No intention to make an offer for Nucleus

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

THIS IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

4 January 2021

IntegraFin Holdings PLC

No intention to make an offer for Nucleus Financial Group PLC

IntegraFin Holdings PLC ("IntegraFin") announces that it does not intend to make an offer for Nucleus Financial Group PLC ("Nucleus").  Accordingly, IntegraFin is bound by the restrictions under Rule 2.8 of the Code.

For the purposes of Note 2 on Rule 2.8 of the Code, IntegraFin reserves the right to announce or participate in an offer or possible offer for Nucleus, and/or to take any other action which would otherwise be restricted under Rule 2.8 of the Code, within six months after the date of this announcement:

i.   with the agreement of the Board of Nucleus;

ii.   if a third party announces a firm intention to make an offer for Nucleus;

iii.  if Nucleus announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

iv.  if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

Enquiries

Lansons                                                                                                        

Tony Langham                                                                             +44 (0)79 7969 2287

[email protected]

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available at https://www.integrafin.co.uk/nucleus-financial-group-plc by no later than 12 noon on the business day following the date of this announcement.  For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

LEI number

213800CYIZKXK9PQYE87