REG - STM Group PLC - Offer update - extension to PUSU Deadline

STMAnnouncement

08/08/2023 07:00

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RNS Number : 6279I  STM Group PLC  08 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 - 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.

 

Discussions are 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, an 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 22 August 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/ Henrik Persson / Abigail Kelly (Corporate Finance)  finnCap Ltd                                                               + 44 (0) 20 7220 0500

 Tim Redfern (ECM)                                                            (Financial Adviser, Nominated Adviser and Broker to STM Group)
 Edmund Truell                                                                Pension SuperFund Capital                                                 edmund.truell@psf.capital
 Marco Schwartz / Will Smith / Graham Hertrich (Corporate Finance)            Davy Capital Markets UK (Financial Adviser to Pension SuperFund 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
(https://urldefense.proofpoint.com/v2/url?u=http-3A__www.stmgroupplc.com&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=PU7KD9-tYowY3PC9sXem4PQSmJ-Zm8TJB2ox4M8NHwI&s=39Vvq5Ccz7txaqksRCl4B8zUxhpd6elnqEy0XmTed50&e=)
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, (http://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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