TIDMSTM
RNS Number : 8888N
STM Group PLC
27 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.
27 September 2023
STM Group PLC
("STM Group", the "Company" or the "Group")
Offer update -further extension to PUSU Deadline
On 5 September 2023, the Company provided an update on revised
terms to a possible cash offer for the entire issued and to be
issued share capital of the Company by PSF Capital GP II Limited as
general partner of PSF Capital Reserve LP ("Pension SuperFund
Capital") to those announced 11 July 2023. These terms were a price
of 67 pence per share and an additional condition requiring the
disposal of certain parts of the Group that are non-core to the
strategy of Pension SuperFund Capital, comprising the UK SIPP
businesses and entities connected with the 'funder' of the Master
Trust (the "Proposed Disposal") (the "Possible Offer") (the "5
September Announcement").
The Board of STM Group (the "Board") has today received a
revised proposal (the "Revised Proposal") being an offer price of
67 pence per share for the entire issued and to be issued share
capital of the Company, comprising 60 pence per share payable in
cash upon completion of the Possible Offer and a further 7 pence
per share by way of an unsecured loan note, repayable 12 months
following the date upon which a firm intention to make an offer has
been announced in accordance with 2.7 of the City Code on Takeovers
and Mergers (the "Code"), with repayment contingent on certain
conditions that are being discussed between Pension SuperFund
Capital and the Company.
The Board has not reached agreement at this stage with Pension
SuperFund Capital on the terms of the Revised Proposal but intends
to continue discussions with Pension SuperFund Capital with the aim
of reaching agreement on the terms of an offer for the Company. The
Board notes that it has been informed by Pension SuperFund Capital
that its lending bank has confirmed its ability to fund the cash
component of the Revised Proposal, and that Pension SuperFund
Capital has been exploring financing structures relating to a
further 7 pence per share.
In order to allow further time for these discussions to be
completed, the Board has requested that the Panel extend the
deadline by which Pension SuperFund Capital is required, 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 accordance with Rule 2.6(c) of the Code (the "PUSU
Deadline").
Furthermore, it is now proposed that Alan Kentish (a director
and shareholder of the Company) acquires only the UK SIPP
businesses via the Proposed Disposal, conditional upon certain
regulatory approvals and the Possible Offer completing. 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 the light of the request to extend the PUSU Deadline, 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 11 October 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 on Takeovers and
Mergers, 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
Cavendish Capital
Markets Limited
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
Will Smith / Graham UK (Financial Adviser
Hertrich (Corporate to Pension SuperFund
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.
Cavendish Capital Markets Limited 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.
Davy Capital Markets UK is a trading name of J & E Davy (UK)
Limited. J & E Davy (UK) Limited is authorised and regulated by
the Financial Conduct Authority ("FCA"). J & E Davy (UK)
Limited is a Davy Group company and also a member of the Bank of
Ireland Group. J & E Davy (UK) Limited is acting for Pension
SuperFund Capital 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 Pension SuperFund
Capital for providing the protections afforded to customers of J
& E Davy (UK) Limited 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
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