REG - STM Group PLC - Offer update
05/09/2023 17:00
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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/ Henrik Persson / Abigail Kelly (Corporate Finance) finnCap Ltd (Financial Adviser, Nominated Adviser and Broker to STM Group) + 44 (0) 20 7220 0500
Tim Redfern (ECM)
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
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
(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.
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, (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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