STM Group plc share price, company news, analysis and interviews

STM Group Plc (LON:STM), the cross border financial services provider, has announced the extension of Therese Neish’s contract as Interim Chief Financial Officer.

As announced on 3 October 2022, Therese signed a 12-month contract with the Company as Interim Chief Financial Officer. The Company and Therese have agreed to extend the Contract until  31 December 2023.

STM Group is a multi-jurisdictional financial services group traded on AIM, a market operated by the London Stock Exchange. The Group specialises in the administration of client assets in relation to retirement, estate and succession planning and wealth structuring.

Today, the Group has operations in the UK, Gibraltar, Malta, Australia and Spain. STM has developed a range of pension products for UK nationals and internationally domiciled clients and has two Gibraltar life assurance companies which provide life insurance bonds – wrappers in which a variety of investments, including investment funds, can be held.

STM’s growth strategy is focussed on both organic initiatives and strategic acquisitions.

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.

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.

STM Group plc (LON:STM) has provided the following update.

On 11 July 2023, the Company announced (the “2.4 Announcement”) that it was in discussions with PSF Capital GP II Limited as general partner of PSF Capital Reserve LP (“Pension SuperFund Capital”) regarding a possible offer for the issued and to be issued share capital of the Company at a price of 70 pence per share (the “Possible Offer”). In the 2.4 Announcement, Pension SuperFund Capital reserved the right, inter alia, to make an offer on less favourable terms than those described in that announcement with the agreement or consent of the Board of STM Group.

Accordingly, the Board of STM Group has reached agreement in principle on revised key terms of the Possible Offer such that it would be a cash offer for the entire issued and to be issued share capital of the Company at a price of 67 pence per share and 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 (the “Revised Possible Offer”). As a result, Alan Kentish (a director and shareholder of the Company) has signed heads of terms with STM Group and Pension SuperFund Capital to acquire certain parts of the Group, comprising the UK SIPP businesses and the businesses connected with and including the Master Trust. The acquisition of such parts of the Group would be conditional upon certain regulatory approvals and the Revised Possible Offer completing (the “Proposed Disposal”). 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 light of the Proposed Disposal and Alan Kentish’s interest in it, an independent committee of the Board of STM Group, comprising Nigel Birrell, Peter Smith and Therese Neish has been formed (the “Independent Committee”) to consider the Revised Possible Offer and the Proposed Disposal. The Independent Committee has confirmed to Pension SuperFund Capital that, should a firm offer be made on the financial terms of the Revised 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.

Pension SuperFund Capital is in the late stages of securing credit committee approval from its lending bank, for a new credit facility to fund the Revised Possible Offer (the “Proposed Credit Facility”), enabling STM Group and Pension SuperFund Capital to complete the further work required for Pension SuperFund Capital to make an offer in accordance with Rule 2.7 of the Code. The Company is also in the process of discussing irrevocable undertakings to vote (or procure the vote) in favour of the Revised Possible Offer from certain Shareholders, on the basis that credit committee approval is received from its lending banker for the Proposed Credit Facility by Pension SuperFund Capital.

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 8 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 the Company.

A further announcement will be made when appropriate. This announcement has been made with the consent of Pension SuperFund Capital.

On 11 July 2023, PSF Capital GP II Limited as general partner of PSF Capital Reserve LP announced that they had 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 2.4 Announcement stated that, in accordance with Rule 2.6(a) of the Code, Pension SuperFund Capital was required, by not later than 5.00 p.m. (London time) on 8 August 2023, to do one of the following: (i) announce a firm intention to make an offer for STM Group (LON:STM) in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for STM Group, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Discussions are ongoing between Pension SuperFund Capital and STM Group with respective management teams working constructively together on the due diligence process. In order to allow further time for the diligence exercise and discussions to be completed, the Board of STM Group has requested that the Panel extend the PUSU Deadline in accordance with Rule 2.6(c) of the Code.

In the light of this request, an 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 22 August 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 the Company.

A further announcement will be made when appropriate. This announcement has been made with the consent of Pension SuperFund Capital.