Parliament Acquisition
STM Group PLC
23 August 2007
Press Release 23 August 2007
STM Group Plc
('STM', 'the Company' or 'the Group')
Acquisition of Parliament Corporate Services Limited
STM Group Plc (AIM:STM), the cross border financial services provider, is today
pleased to announce, through its subsidiary STM Fidecs Limited, the conditional
acquisition of Parliament Corporate Services Limited and associated companies
('Parliament'), for a maximum consideration of up to £2.3 million ('the
Acquisition'), subject to approval by the Gibraltar Financial Services
Commission ('GFSC').
Set up in 2000 as a continuation of a business founded in 1989, Parliament is a
privately held corporate and trustee service provider ('CTSP') based in
Gibraltar providing company management and personal trust services. Parliament
has an established client base which, as at 31 December 2006, was made up of 275
companies and 115 trusts. The activities carried out by the companies managed by
Parliament include real estate, consultancy, marine and aircraft management and
general investment, and a significant majority of them are domiciled in
Gibraltar.
In the year ended 31 December 2006, the last date to which audited accounts were
prepared, Parliament reported audited revenues of approximately £0.64 million
and a net profit of approximately £0.37 million (before group charges of
approximately £0.08 million). Trading in Parliament in the first 6 months of
2007 has been encouraging, generating unaudited revenues of approximately £0.4
million and a net profit (after group charges) of £0.2 million during the
period. As at 31 December 2006, Parliament's audited net assets were
approximately £0.06 million.
Parliament has a strong team of qualified trust and company directors and
importantly some experienced management all of whom will be quickly and
seamlessly integrated into the operations of STM Fidecs, also based in
Gibraltar, enabling an immediate rationalisation of combined overheads.
The maximum consideration of £2.3 million is payable as to 50 per cent. in cash
and 50 per cent. in ordinary shares of 0.1p in the Company ('Ordinary Shares').
The consideration is made up of an initial consideration of £1.725 million,
payable on completion ('Initial Consideration'), and deferred consideration of
up to £0.575 million ('Deferred Consideration'), payable in cash on the
achievement of certain targets over the remainder of 2007 and payable 15 months
from completion.
The Initial Consideration is to be satisfied as to £0.575 million in cash,
payable out of STM's existing cash resources, and £1.15 million through the
issue to the vendor of 1,932,773 new Ordinary Shares ('Consideration Shares') at
59.5p per Ordinary Share, being the average closing mid-market price per
Ordinary Share over the 10 business days immediately prior to 27 June 2007, the
date on which the heads of agreement on merging the two businesses was signed.
The Consideration Shares will be subject to lock-in provisions for 15 months
from completion.
The Consideration Shares represent approximately 5.4 per cent. of the Company's
existing issued ordinary share capital and, following their issue, the Company
will have 37,532,000 Ordinary Shares in issue. Accordingly, application will be
made to the London Stock Exchange for the Consideration Shares to be admitted to
trading on AIM once approval has been received from the GFSC, with admission and
dealings in the Consideration Shares expected to commence shortly thereafter.
Commenting on the transaction, Tim Revill, Chief Executive Officer of STM Group
Plc, said: 'We are delighted to be able to welcome Parliament into the STM
Group. Parliament provides an excellent complementary fit by bringing with it
an established portfolio of clients, some strong management and a good pipeline
of new work, all of which will be easily integrated into our existing Gibraltar
operations with little or no duplication.
'We expect Parliament to be immediately earnings enhancing to the Group and it
allows us to continue to develop and expand the STM Fidecs brand in Gibraltar.
As previously stated, trading for the year is on track and we look forward to
announcing our maiden interim results to 30 June 2007 on 11 September 2007.'
- Ends -
For further information, please contact:
STM Group Plc
Tim Revill, Chief Executive Officer Tel: 00 350 51610
Matt Wood, Non-executive director Tel: +44 (0) 20 7752 0215
www.stmgroupplc.com
Daniel Stewart & Co. Plc
Lindsay Mair / Tessa Smith Tel: +44 (0) 20 7776 6550
Media enquiries:
Abchurch
Henry Harrison-Topham / Charlie Jack Tel: +44 (0) 20 7398 7706
henry.ht@abchurch-group.com www.abchurch-group.com
Notes to editors
STM was formed in 2007 specifically to become a leading financial services group
operating in the Corporate and Trustee Service Provider (CTSP) sector. The
Company listed on the AIM market of the London Stock Exchange in March 2007.
The traditional business of CTSPs is to administer and manage personal, family
and commercial assets and income streams in tax efficient offshore
jurisdictions. The Company's aim is to grow through acquiring and consolidating
high quality existing CTSPs which offer complementary products and services and
that operate in complementary tax efficient jurisdictions to those provided by
STM's first acquisition, the Gibraltar based CTSP, Fidecs Group Limited
('Fidecs').
Fidecs is the second largest financial services firm in Gibraltar and employs 80
people. It specialises in financial planning for both High Net Worth
individuals ('HNWI') moving to work, living or retiring overseas or making
cross-border investments, and for entrepreneurial, predominantly, owner-managed
businesses, expanding into or re-locating to other, frequently lower tax,
jurisdictions. It also includes an insurance management division, specialising
in providing set up and management services to newly formed insurance companies
operating out of Gibraltar. In the year ended 31 December 2006, Fidecs reported
turnover of £5 million with post tax profit of £1.7 million.
In June 2007 STM acquired the Atlas Group of companies, a privately held CTSP
provider, based in Gibraltar which has been integrated into the operations of
STM Fidecs.
The CTSP market is fragmented in nature, comprising a small number of very large
international financial services groups and a large number of relatively small
trust and company management businesses regulated by, and operating out of,
single offshore jurisdictions.
Further information on STM Group can be found at www.stmgroupplc.com
This information is provided by RNS
The company news service from the London Stock Exchange