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.
