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.
