The Acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement between Nucleus and the Nucleus Shareholders under Part 26 of the Companies Act 2006 (the "Scheme"). Under the terms of the Scheme, which is subject to the Conditions and further terms set out in Appendix 1 of this Announcement, and to the full terms and conditions to be set out in the Scheme Document, Nucleus Shareholders will be entitled to receive: 188 pence in cash for each Nucleus Share The Acquisition values the share capital of Nucleus at approximately £144.62 million on a fully diluted basis. The price offered by James Hay Holdings for the Acquisition of 188 pence per Nucleus Share (the "Offer Price") represents a premium of approximately:

41.89 per cent. to the Closing Price per Nucleus Share of 132.5 pence on 1 December 2020 (being the last Business Day prior to the commencement of the Offer Period);

58.68 per cent. to the volume weighted average price per Nucleus Share of 118.5 pence in the 3 months to 1 December 2020 (being the last Business Day prior to the commencement of the Offer Period);

35.53 per cent. to the volume weighted average price per Nucleus Share of 138.7 pence in the 12 months to 1 December 2020 (being the last Business Day prior to the commencement of the Offer Period);

12.24 per cent. to the Closing Price per Nucleus Share of 167.5 pence on 8 February 2021 (being the Latest Practicable Date).

Background to and reasons for the Acquisition
The Acquisition combines the James Hay Group, a specialist pensions innovator with a 40-year track record of providing retirement solutions to larger financial adviser firms, with Nucleus’ reputation as an award-winning, adviser-led, financial planning and investment platform for small to medium-sized adviser firms. The combination creates the capability to service the entire adviser market with a wide range of financial planning and retirement needs, including leading SIPP and drawdown features among a broad range of tax wrappers (including ISAs, GIAs, onshore and offshore bonds).

James Hay and Nucleus have strong and trusted reputations in the UK platform market, with a service-driven approach that will be an integral part of the Combined Group’s high-tech, high-touch service proposition and philosophy post-transaction. Following the Acquisition, James Hay Holdings intends to merge the operations of Nucleus with the James Hay Group to create a leading financial planning and retirement-focused adviser platform with c£45 billion of AUA and scale, enabling greater investment in technology, products and service to meet the needs of advisers and their clients. The James Hay Group is indirectly owned by the Epiris Funds together with select members of the James Hay Group management.

Recommendations
The Nucleus Directors, who have been so advised by Shore Capital and Craven Street Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Shore Capital and Craven Street Capital are providing independent financial advice to the Nucleus Directors for the purposes of Rule 3 of the Code. In providing their advice to the Nucleus Directors, Shore Capital and Craven Street Capital have taken into account the commercial assessments of the Nucleus Directors.