STM Group Plc (LON:STM), the cross border financial services provider, and PSF Capital GP II Limited as general partner of PSF Capital Reserve LP has announced 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 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 7th 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.
STM Group Plc has made this announcement with the consent of Pension SuperFund Capital.
