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Disclaimer – Important

THIS PART OF THE WEBSITE RELATES TO THE POSSIBLE OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF NUCLEUS FINANCIAL GROUP PLC (“NUCLEUS”) BY INTEGRAFIN HOLDINGS PLC (“IHP”) AND OR ANY OF ITS SUBSIDIARIES OR SUBSIDIARY UNDERTAKINGS (THE “POSSIBLE OFFER”).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT IHP HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE POSSIBLE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

  1. ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER

Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Possible Offer. Please note that if and as the Possible Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.

For regulatory reasons, IHP must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Possible Offer on this part of the website, you must read the following and then press “I agree” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press “I disagree” and you will not be able to view any such information.

  1. OVERSEAS PERSONS

Viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.

  1. NOTICE TO US INVESTORS

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code on Takeovers and Mergers (the “Code”) and normal UK market practice and subject to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), IHP or its nominees or brokers (acting as agents) or its respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Nucleus, other than pursuant to the Possible Offer, at any time prior to completion of the Possible Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of London Stock Exchange plc (the “London Stock Exchange”), to the extent applicable. No purchases will be made outside of the Possible Offer in the United States by or on behalf of IHP. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Peel Hunt LLP and Barclays Bank plc and their affiliates will continue to act as exempt principal traders in Nucleus shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

  1. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER

The information relating to the Possible Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to IHP that they are doing so legally and for information purposes only. Making information relating to the Possible Offer available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by, or on behalf of, IHP and/or Nucleus.

Evercore Partners International LLP (“Evercore”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for IHP and no one else in connection with the possible transaction described in the documents contained in this part of the website and will not be responsible to anyone other than IHP for providing the protections afforded to its clients or for providing advice in relation to the matters described in the documents contained in this part of the website.

  1. FORWARD-LOOKING STATEMENTS

Certain of the documents contained in this part of the website may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Nucleus and its subsidiaries and subsidiary undertakings (the “Nucleus Group”) and IHP and its subsidiaries and subsidiary undertakings (the “IHP Group”) and certain plans and objectives of the boards of directors of Nucleus and IHP. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ‘‘anticipate’’, ‘‘target’’, ‘‘expect’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘goal’’, ‘‘believe’’, ‘‘will’’, ‘‘may’’, ‘‘should’’, ‘‘would’’, ‘‘could’’ or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Nucleus and IHP in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in the relevant documents could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant documents. IHP assumes no obligation to update or correct the information contained in the documents in this part of the website. The statements contained in the documents in this part of the website are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).

  1. NOT A PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or estimate for any period and no statement in this part of the website or the information contained herein should be interpreted to mean that the earnings or earnings per share of IHP or Nucleus, as appropriate, for current or future financial years will necessarily match or exceed the historical published earnings per share for IHP or Nucleus, as appropriate.

  1. RESPONSIBILITY

In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of IHP is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Documents included in this part of the website speak only at the specified date of the relevant document.  Subject to any continuing obligations under applicable law and regulation, the Code, the Listing Rules, the Market Abuse Regulation or the Disclosure Guidance and Transparency Rules, IHP expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this part of the website, any updates or revisions to any statements in such information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of IHP or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH IHP REGARDS AS UNDULY ONEROUS.  ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO IHP THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY. ELECTRONIC VERSIONS OF THE MATERIALS CONTAINED IN THIS PART OF THE WEBSITE ARE NOT DIRECTED AT, OR ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

  1. GOVERNING LAW

This notice shall be governed by, and interpreted in accordance with, English law.

  1. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the disclaimer set out above. I represent and warrant to IHP that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.

I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

 

 

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