REG - STM Group PLC - Statement Regarding Possible Cash Offer

STMAnnouncement

11/07/2023 07:00

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RNS Number : 5602F  STM Group PLC  11 July 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.

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

STATEMENT REGARDING POSSIBLE CASH OFFER

for

STM Group PLC

("STM Group", the "Company" or the "Group")

by

PSF Capital GP II Limited

 

 

The Boards of STM Group Plc (AIM: STM), the cross border financial services
provider, and PSF Capital GP II Limited as general partner of PSF Capital
Reserve LP ("Pension SuperFund Capital") announce that they have 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 ("Possible Offer")
at a price of 70 pence per share.

 

The Board of STM Group has confirmed to Pension SuperFund Capital that, should
a firm offer be made on the financial terms of the 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. The Board is granting Pension SuperFund
Capital access to due diligence materials.

About Pacific

The mission of Pension SuperFund Capital is to provide a complete solution to
pension savers and members.

 

With deep and wide-ranging experience in pensions, Pension SuperFund Capital
has access to significant lines of capital and assets, with which to help
provide a safe and secure home to pensioners and pension savers. Pension
SuperFund Capital has recently had an injection of further capital in
preparation for several significant pension risk transfers; and in
anticipation of the potential re-launch of the Pension SuperFund.

 

Pension SuperFund Capital is also the controlling shareholder of Long Term
Assets, a vehicle intended to give pension savers access to private market
investments through a listing on the London market. It is currently engaging
in pre-marketing for its IPO. Its biggest asset, Global InterConnection Group
Limited (CABLE:AEX) listed on the Euronext Amsterdam on 7(th) July 2023.

Important Takeover Code notes

Discussions in relation to the Possible Offer are at a very early stage. There
can accordingly, at this time, be no certainty that any offer will ultimately
be made for the Company.

 

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).

 

If STM Group announces, declares or pays any dividend or any other
distribution or return of value to shareholders after the date of this
announcement (other than the final dividend of 0.60 pence proposed to be paid
on 19 September 2023), Pension SuperFund Capital reserves the right to make an
equivalent reduction to the Possible Offer.

 

An "Offer Period" has now commenced in respect of the Company in accordance
with the rules of the Code. Rule 2.6(a) of the Code requires that Pension
SuperFund Capital must, by no later than 5.00 p.m. on 8 August 2023 (London
Time), either announce a firm intention to make an offer for STM Group in
accordance with Rule 2.7 of the Code or 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 will only be extended
with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.

 

This announcement has been made with the consent of Pension SuperFund
Capital.  Further announcements will be made as appropriate.

 

A summary is set out below of the dealing disclosure requirements under the
Code, which require action by holders (whether directly or indirectly) of more
than 1 per cent. of STM Group's issued share 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
 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

                                                                                                                                               +44 (0) 797 122 1972

                                                                                                                                               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.

Pension SuperFund Capital is not aware of any dealings in STM Group shares
that would require a minimum level, or particular form of consideration that
it would be obliged to offer under Rule 6 or Rule 11 of the Code (as
appropriate). However, it has not been possible to make such enquiries of all
persons presumed to be acting in concert with Pension SuperFund Capital. To
the extent that any such details are identified, Pension SuperFund Capital
will make an announcement as soon as practicable, and in any event by the time
it is required to make its Opening Position Disclosure pursuant to Rule 8.1 of
the Code.

 

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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