Announcement • Sep 28
Nucleus Financial Platforms Limited acquired Curtis Banks Group PLC (AIM:CBP) from Oryx International Growth Fund Limited (LSE:OIG) managed by Harwood Capital LLP, Odyssean Investment Trust PLC (LSE:OIT) managed by Odyssean Capital LLP, Curtis Banks Directors and others.
Nucleus Financial Platforms Limited agreed to acquire Curtis Banks Group PLC (AIM:CBP) from Oryx International Growth Fund Limited (LSE:OIG) managed by Harwood Capital LLP, Odyssean Investment Trust PLC (LSE:OIT) managed by Odyssean Capital LLP, Curtis Banks Directors and others for approximately £230 million on January 6, 2023. The transaction will be effected by means of a Scheme of Arrangement. The consideration payable to Curtis Banks shareholders pursuant to the acquisition will be financed by a combination of new debt and equity financing. Curtis Banks Directors have irrevocably undertaken to accept the scheme in respect of their entire beneficial holdings of 93,188 Curtis Banks shares, representing, approximately 0.14%. The transaction has been approved by the Board of Curtis Banks unanimously. The transaction is subject to approval of Curtis Banks’ shareholders at the General and Court Meeting, Court approval, third party approval, certain regulatory approvals from the FCA, PRA, SRA and CMA. As of February 27, 2023, the transaction has been approved by the shareholders of Curtis Banks at the Court Meeting and the General Meeting. As of September 7, 2023, CMA has decided that the transaction does not qualify for investigation. The deal is expected to close in Q2 2023. As of May 16, 2023, with a view to obtaining the approvals and clearances necessary to satisfy the Conditions, it is now expected, that the Scheme will become Effective during the third quarter of 2023. Nucleus Financial Platforms (Nucleus), one of the UK’s leading independent adviser platforms, is pleased to announce that its acquisition of the Curtis Banks Group (Curtis Banks) has received all necessary regulatory approvals. The Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), and Solicitors Regulation Authority (SRA) have all issued their approvals, and the Competition and Markets Authority (CMA) has concluded that the transaction does not qualify for investigation under UK merger control law. As of September 21, 2023, the High Court of Justice in England and Wales sanctioned the scheme.
Miles Cox, Andrew Buchanan and James Steel of Peel Hunt LLP and Graham Marchant and Divya Dhar of Fenchurch Advisory Partners LLP acted as financial advisor and fairness opinion provider to Curtis Banks Group PLC. Ollie Clayton, Ed Banks, Demetris Efthymiou, Harrison George of Evercore Partners International LLP acted as financial advisor to Nucleus Financial Platforms Limited. Harry Bacon, Sally Wokes, Phil Linnard, Nick Bonsall and Lisa Wright of Slaughter and May acted as legal advisor to Nucleus Financial Platforms Limited. Addleshaw Goddard LLP acted as legal advisor and Computershare acted as registrar to Curtis Banks Group PLC. Ashurst acted as legal advisor to Evercore Partners International LLP in the transaction.
Nucleus Financial Platforms Limited competed the acquisition of Curtis Banks Group PLC (AIM:CBP) from Oryx International Growth Fund Limited (LSE:OIG) managed by Harwood Capital LLP, Odyssean Investment Trust PLC (LSE:OIT) managed by Odyssean Capital LLP, Curtis Banks Directors and others on September 26, 2023.
