Offer Update and PUSU Extension

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
Matt Goode/ Emily Watts/ Henrik Persson / Abigail Kelly (Corporate Finance) Tim Redfern (ECM)	Cavendish Capital Markets Limited (Financial Adviser, Nominated Adviser and Broker to STM Group)	+ 44 (0) 20 7220 0500
Edmund Truell	Pension SuperFund Capital	[e-mail]
Will Smith / Graham Hertrich (Corporate Finance)	Davy Capital Markets UK (Financial Adviser to Pension SuperFund Capital)	[phone]
James Culverhouse	EQ	[phone] [phone] [e-mail]
Tom Cooper	Walbrook PR	[phone] [e-mail]

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 [phone] 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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