LONDON

RECOMMENDED CASH ACQUISITION of CURTIS BANKS GROUP PLC
by
NUCLEUS CLYDE ACQUISITION LIMITED
(a newly formed company wholly-owned by Nucleus Financial Platforms Limited)
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act
2006

Summary and highlights

• The boards of directors of Nucleus Clyde Acquisition Limited (“Bidco”), a wholly-owned
  subsidiary of Nucleus Financial Platforms Limited (“Nucleus”), and Curtis Banks Group PLC
  (“Curtis Banks”), are pleased to announce that they have reached agreement on the terms
  of a recommended cash acquisition by Bidco of the entire issued and to be issued share
  capital of Curtis Banks (the "Acquisition").
• Under the terms of the Acquisition, Curtis Banks Shareholders will be entitled to receive:
  for each Curtis Banks Share: 350 pence in cash
• The Consideration of 350 pence per Curtis Banks Share values the entire issued and to be
  issued share capital of Curtis Banks at approximately £242 million on a fully diluted basis and
  represents a premium of approximately:
  → 32.1 per cent. to the Closing Price of 265 pence per Curtis Banks Share on 24
  November 2022 (being the last Business Day before the commencement of the Offer
  Period);
  → 32.6 per cent. to the volume-weighted average Closing Price of 263.87 pence per
  Curtis Banks Share for the one-month period ended 24 November 2022;
  → 32.3 per cent. to the volume-weighted average Closing Price of 264.57 pence per
  Curtis Banks Share for the three-month period ended 24 November 2022; and
  → 7.4 per cent. to the Closing Price of 326 pence per Curtis Banks Share on 4 January
  2023 (being the latest practicable date before this announcement – the “Last
  Practicable Date”).