This comes over a month after the two firms confirmed they were in advanced talks over a deal.

The transaction, which is an all-cash offer, will bring together the Nucleus Group and the Curtis Banks Group to create a retirement-focused adviser platform with approximately £80bn of assets under administration.

The firms are looking to combine Curtis Banks’ Sipp and self-administered pension schemes (Ssas) product offerings and Nucleus’ platform experience to help further support financial advisers and their customers in the wealth market.

Advisers currently served by Curtis Banks will gain access to a range of platform services available within the Nucleus Group’s existing offering, including ISAs, GIAs and onshore and offshore bonds.

Shareholder backing

The Curtis Banks board has unanimously recommended that the firm’s shareholders vote in favour of the transaction.

Founding shareholders of Curtis Banks, as well as Oryx International Growth Fund and Odyssean Investment Trust, and Canaccord Genuity Asset Management will approve the acquisition.

Approximately 54% of Curtis Banks’ shareholders have already agreed to back the deal.

The acquisition is conditional on approval by Curtis Banks shareholders and the receipt of clearances from relevant regulators. It is to be implemented by way of a scheme of arrangement and is expected to complete in Q2 2023.

Bolster services for advisers

Richard Rowney, group chief executive of the Nucleus Group, said: “Our ambition remains to create the UK’s leading platform, exclusively for financial advisers to help them make retirement more rewarding for their customers.

“We’re already demonstrating the benefits of scale, enabling investment in technology, people, products, price and service. As one of the UK’s largest independent Sipp and Ssas providers, Curtis Banks not only adds further significant scale to our business but will complement our existing expertise and benefit our combined adviser base providing added flexibility and optionality.”

David Barral, executive chairman of Curtis Banks, said: “The board of Curtis Banks is pleased to be recommending the Nucleus Group’s offer for the company, which represents a significant premium in cash and offers certain value for our shareholders.

“Curtis Banks recognises Nucleus’ established reputation and strength in the adviser platform market, as well as our shared customer-centric approach and aligned corporate values. The combined group’s greater scale, efficient platform, broader product proposition and enhanced ability to invest in technology and service will benefit all stakeholders.”

Background

Over the last few years, Nucleus has been involved in a lot of M&A activity.

In March 2022, New York-headquartered HPS Investment Partners (HPS) became a majority shareholder of the UK adviser platform group. Its previous majority shareholder, Epiris, retained a significant minority stake of the platform.

This came a year after James Hay bought Nucleus to create an enlarged financial services group.

Nucleus said in a London Stock Exchange announcement on 25 November that it is “currently conducting detailed confirmatory due diligence and a further announcement will be made as and when appropriate”.

The two firms admitted that there is “no certainty” that any firm offer will be made, nor as to the terms of any such offer.

Bristol-headquartered Curtis Banks is a financial services company with over £37.4bn ($45.3bn, €43.2bn) of assets under administration. It also has offices in Bristol, Dundee, and Ipswich.

Over the last few years, Nucleus has been involved in a lot of M&A activity. In March 2022, New York-headquartered HPS Investment Partners (HPS) became a majority shareholder of the UK adviser platform group. Its previous majority shareholder, Epiris, retained a significant minority stake of the platform.

This came a year after James Hay bought Nucleus to create an enlarged financial services group.

This is less than a year after Nucleus was sold to James Hay for £145m. Epiris acquired James Hay’s parent company in 2018 for £206m ($272m, €241m).

According to UK-based publication Financial News, Epiris is currently looking for buyers for its stake in the recently combined James Hay-Nucleus business – although the two platforms operate separately.

Epiris declined to comment on the rumoured sale, but International Adviser understands that any deal would be at shareholder level, meaning that it would be business as usual for James Hay and Nucleus’ clients and advisers.

In June 2021, the private equity firm sold Saunderson House to Rathbones for £150m, making it the third largest wealth management business in the UK.

As the James Hay take-over of Nucleus goes ahead, there will be several changes to the wrap platform’s senior management team.

Founder and current chief executive David Ferguson will step down after 23 years. He will be replaced by James Hay group chief executive Richard Rowney who will also assume day-to-day responsibilities for the group, made up of both firms.

Richard Warner will take on the role of group chief operating officer, after joining in November 2020.

Alex Kovach will become chief commercial officer; he started working at James Hay last year to lead the commercial strategy. He will succeed Barry Neilson, who is also leaving the company.

Alison Longbottom has been confirmed as chief people officer for the group. She has been at James Hay since October 2020.

All the appointments are effective immediately.

Titan Wealth

The discretionary fund manager has named Ken Coveney as chief financial officer, based in London.

He previously held a similar role at Crown Agents Group, Alcumus Group and Corona Corporate Solutions.

Cannon Asset Managers

The South African fund management firm has recruited Simpiwe Mayekiso as chief executive.

He joins from Kenana Fund, where he held a similar position.

Square Mile

Scott Dakers has become business development director at the consulting and research company.

He will be responsible for business growth in the north of the UK.

Dakers used to work at Eden Tree Investment Management, where he served as regional sales manager.

Monetary Authority of Singapore

The Singapore regulator has formed a sustainability group which will be led by Darian McBain as she takes on the role of chief sustainability officer, effective from 1 October 2021.

McBain was most recently at Thai Union Group.

Kempen

The specialist asset manager has hired Ian Penrose as director of business development in London.

He will focus on the UK wholesale market.

Penrose joins from iM Global Partner, where he held a similar role focusing on the UK, Ireland and Scandinavia.

WisdomTree

The ETF and ETP sponsor has bolstered its digital asset platform business with two hires.

Benjamin Dean and Alice Liu have joined as director of the digital assets team and senior associate in the European research team, respectively.

Dean was previously at Hiscox Insurance Group, where he was cyber catastrophe research lead.

Liu joins from Coutts, where she was responsible for multi-asset product research.

Moneyfacts Group

The UK provider of retail financial data has named Andy Elkington as business development director.

He joins from Police Mutual.

Oberon Investments Group

Gemma Godfrey has become a non-executive director at the investment firm.

She was the founder and chief executive of digital investment service Moola Systems between 2015 and 2019 and then unveiled a digital media business for News UK.

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.”