TIDMSTM
RNS Number : 0578K
STM Group PLC
22 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
STM Group PLC
("STM Group", the "Company" or the "Group")
Offer update - further extension to PUSU Deadline
On 11 July 2023, PSF Capital GP II Limited as general partner of
PSF Capital Reserve LP ("Pension SuperFund Capital") announced that
they had reached agreement in principle on the key terms of a
possible cash offer for the entire issued and to be issued share
capital of the Company at a price of 70 pence per share (the
"Possible Offer", the "2.4 Announcement"). The 2.4 Announcement
stated that, in accordance with Rule 2.6(a) of the Code, Pension
SuperFund Capital was required, by not later than 5.00 p.m. (London
time) on 8 August 2023, to do one of the following: (i) announce a
firm intention to make an offer for STM Group in accordance with
Rule 2.7 of the Code; or (ii) announce that it does not intend to
make an offer for STM Group, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. On 8
August 2023, STM Group announced an extension to the PUSU deadline
until 5.00pm on 22 August 2023 had been granted by the Panel on
Takeovers and Mergers (the "Panel").
Discussions remain ongoing between Pension SuperFund Capital and
STM Group with respective management teams working constructively
together on the due diligence process. In order to allow further
time for the diligence exercise and discussions to be completed,
the Board of STM Group has requested that the Panel extend the PUSU
Deadline in accordance with Rule 2.6(c) of the Code.
In the light of this request, a further extension has been
granted by the Panel and, in accordance with Rule 2.6(a) of the
Code, Pension SuperFund Capital is required, by not later than
5.00pm on 5 September 2023, either to announce a firm intention to
make an offer in accordance with Rule 2.7 of the Code or to
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline may be further extended with the
consent of the Panel, at STM Group's request, in accordance with
Rule 2.6(c) of the Code.
As detailed in the 2.4 Announcement and in accordance with Rule
2.5 of the Code, Pension SuperFund Capital reserves the right to
offer an alternative form of consideration, in addition to or as
well as the cash consideration contemplated by the Possible Offer.
Pension SuperFund Capital also reserves the right to make an offer
on less favourable terms than those described in this announcement
(i) with the agreement or consent of the Board of STM Group; (ii)
if a third party announces a firm intention to make an offer for
STM Group which, at that date, is of a value less than the value of
the Possible Offer; or (iii) following the announcement by STM
Group of a Rule 9 waiver transaction pursuant to Appendix 1 of the
Code or a reverse takeover (as defined in the Code).
There can be no certainty either that any offer will ultimately
be made for the Company.
A further announcement will be made when appropriate. This
announcement has been made with the consent of Pension SuperFund
Capital.
For further information, please contact:
Alan Kentish (CEO) STM Group plc Via Walbrook PR
finnCap Ltd
Matt Goode/ Emily Watts/ (Financial Adviser,
Henrik Persson / Abigail Nominated Adviser
Kelly (Corporate Finance) and Broker to STM
Tim Redfern (ECM) Group) + 44 (0) 20 7220 0500
Edmund Truell Pension SuperFund edmund.truell@psf.capital
Capital
Davy Capital Markets
Marco Schwartz / Will UK (Financial Adviser
Smith / Graham Hertrich to Pension SuperFund
(Corporate Finance) Capital) +44 (0) 20 7448 8870
James Culverhouse EQ +44 (0) 20 7223 1100
+44 (0) 7912 508 322
James.culverhouse@eqcorp.com
Tom Cooper Walbrook PR +44 (0) 20 7933 8780
STM@walbrookpr.com
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018). Upon publication of this announcement, this
inside information will be considered to be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is Alan Kentish, Chief
Executive Officer.
finnCap Ltd which is regulated in the United Kingdom by the
Financial Conduct Authority is acting for the Company in relation
to the matters described in this announcement and is not advising
any other person, and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of finnCap or for providing advice in relation to the
matters described in this announcement.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.stmgroupplc.com by no later than 12 noon
(London time) on the business day following the release of this
announcement in accordance with Rule 26.1 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Note
References to "Code" are to the rules of the City Code on
Takeovers and Mergers. The terms "offeror", "offeree company",
"offer period", "interested" (and related variations), "relevant
securities", "deals" (and related variations) and "acting in
concert" all bear the same meanings given to them in the City Code
on Takeovers and Mergers
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END
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