TIDMSTM
RNS Number : 4663L
STM Group PLC
05 September 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATIONS (EU) NO 596/2014 AS IT FORMS
PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR
THE PURPOSES OF UK MAR.
5 September 2023
STM Group PLC
("STM Group", the "Company" or the "Group")
Offer update - revised offer terms and further extension to PUSU
Deadline
The board of STM Group is pleased to provide the following
update.
On 11 July 2023, the Company announced (the "2.4 Announcement")
that it was in discussions with PSF Capital GP II Limited as
general partner of PSF Capital Reserve LP ("Pension SuperFund
Capital") regarding a possible offer for the issued and to be
issued share capital of the Company at a price of 70 pence per
share (the "Possible Offer"). In the 2.4 Announcement, Pension
SuperFund Capital reserved the right, inter alia, to make an offer
on less favourable terms than those described in that announcement
with the agreement or consent of the Board of STM Group.
Accordingly, the Board of STM Group has reached agreement in
principle on revised key terms of the Possible Offer such that it
would be a cash offer for the entire issued and to be issued share
capital of the Company at a price of 67 pence per share and would
be conditional upon the completion of a disposal of certain parts
of the Group that are non-core to the strategy of Pension SuperFund
Capital (the "Revised Possible Offer"). As a result, Alan Kentish
(a director and shareholder of the Company) has signed heads of
terms with STM Group and Pension SuperFund Capital to acquire
certain parts of the Group, comprising the UK SIPP businesses and
the businesses connected with and including the Master Trust. The
acquisition of such parts of the Group would be conditional upon
certain regulatory approvals and the Revised Possible Offer
completing (the "Proposed Disposal"). The Proposed Disposal would
also be subject to Rule 16 of the Code and require the approval of
independent shareholders at a general meeting of the Company that
would be convened if a firm offer pursuant to Rule 2.7 of the Code
is announced by Pension SuperFund Capital.
In light of the Proposed Disposal and Alan Kentish's interest in
it, an independent committee of the Board of STM Group, comprising
Nigel Birrell, Peter Smith and Therese Neish has been formed (the
"Independent Committee") to consider the Revised Possible Offer and
the Proposed Disposal. The Independent Committee has confirmed to
Pension SuperFund Capital that, should a firm offer be made on the
financial terms of the Revised Possible Offer, it would be minded
to recommend it unanimously to STM Group's shareholders. Should a
firm offer be made, it would be subject to the agreement of other
customary terms and conditions, including the approval of the
Financial Conduct Authority, the Gibraltar Financial Services
Commission, the Malta Financial Services Authority and The Pensions
Regulator.
Pension SuperFund Capital is in the late stages of securing
credit committee approval from its lending bank, for a new credit
facility to fund the Revised Possible Offer (the "Proposed Credit
Facility"), enabling STM Group and Pension SuperFund Capital to
complete the further work required for Pension SuperFund Capital to
make an offer in accordance with Rule 2.7 of the Code. The Company
is also in the process of discussing irrevocable undertakings to
vote (or procure the vote) in favour of the Revised Possible Offer
from certain Shareholders, on the basis that credit committee
approval is received from its lending banker for the Proposed
Credit Facility by Pension SuperFund Capital.
Important Takeover Code notes
In the light of this development, 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 8 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
Matt Goode/ Emily Watts/ finnCap Ltd (Financial
Henrik Persson / Abigail Adviser, Nominated
Kelly (Corporate Finance) Adviser and Broker
Tim Redfern (ECM) to STM 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
The person responsible for arranging the release of this
announcement on behalf of the Company is Nigel Birrell,
Chairman.
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 Ltd 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.
Rule 2.9
Pursuant to Rule 2.9 of the Code, the Company confirms that
there are currently 59,408,088 ordinary shares of 0.1 pence each in
issue in the Company, with International Securities Identification
Number IM00B1S9KY98
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
OUPEELFBXKLEBBF
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