STM Group Plc (LON:STM) made an announcement on 5 September 2023, regarding an extension to the PUSU deadline and revised offer terms (the “PUSU Extension Announcement”) to those made in the announcement on 11 July 2023 (the “2.4 Announcement”). As stated in the PUSU Extension Announcement, the revised offer terms are for a cash offer for the entire issued and to be issued share capital of the Company at a price of 67 pence per share.
The Revised Possible Offer 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, comprising the UK SIPP businesses and entities connected with the ‘funder’ of the Master Trust and, in this regard, Alan Kentish (a director and shareholder of the Company) has signed heads of terms with STM Group and Pension SuperFund Capital.
Pension SuperFund Capital has now received a letter from its lending bank confirming that it is highly confident that it could provide the level of senior debt required to implement the Revised Possible Offer, enabling STM Group and Pension SuperFund Capital to complete the further work required for Bidco, funded by Pension SuperFund Capital, to announce a firm intention to make an offer for the entire issued and to be issued share capital of the Company, in accordance with Rule 2.7 of the Code.
In addition, STM Group has now received irrevocable undertakings to vote (or procure the vote) in favour of the Revised Possible Offer at meetings that would be required to be convened in connection with the Revised Possible Offer. As set out below, Shareholders in respect of, in aggregate, 19,428,900 ordinary shares representing approximately 32.70 per cent. of the Company’s existing issued share capital, have signed irrevocable undertakings, subject to an offer price of no less than 67 pence in cash and an announcement being made in accordance with Rule 2.7 of the Code by 5.00 p.m. on 27 September 2023.
| Shareholder | Number of Ordinary Shares | Percentage of issued share capital (%) |
| Septer Limited | 6,450,000 | 10.86% |
| Peter Gyllenhammar | 5,900,000 | 9.93% |
| Clifton Participations Inc (the shares form part of the assets of the Perros Trust, of which the settlor is Alan Kentish, the independent trustee is Lesley Nuttall and the potential beneficiaries are Alan Kentish, his wife Louise Kentish and their immediate family) | 5,552,150 | 9.35% |
| Alan Kentish and his close relatives | 1,526,750 | 2.57% |
| Total | 19,428,900 | 32.71% |
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 27 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 STM Group.
A further announcement will be made when appropriate.
