REG - STM Group PLC - Update on Regulatory Conditions & Long Stop Date

STMAnnouncement

28/05/2024 07:00

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RNS Number : 9564P  STM Group PLC  28 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

28 May 2024

 

RECOMMENDED ACQUISITION

 

for

 

STM Group PLC ("STM" or the "Company")

 

by

 

Jambo SRC Limited ("Bidco")

 

to be effected by means of a Court-sanctioned scheme of arrangement under Part
X of the Isle of Man Companies Act 2006

 

Update on Regulatory Conditions and Extension of Long Stop Date

On 10 October 2023, the boards of directors of STM and Bidco announced that
they had agreed the terms and conditions of a recommended cash acquisition of
STM by Bidco, pursuant to which Bidco will acquire the entire issued, and to
be issued, ordinary share capital of STM not already directly or indirectly
owned by it (the "Acquisition"). It is intended that the Acquisition will be
effected by means of a scheme of arrangement under Part X of the Isle of Man
Companies Act 2006 (the "Scheme").

STM published its circular relating to the Scheme on 7 November 2023 (the
"Scheme Document") and announced on 6 December 2023 that 99.9% (and thus the
requisite majorities) of STM Shareholders had approved the Scheme at the Court
Meeting and General Meeting held on that day.

Bidco confirms that it continues to engage positively with the Gibraltar
Financial Services Commission and Malta Financial Services Authority regarding
the change of control approvals (together, the "Regulatory Approvals")
relating to the proposed acquisition of STM by Bidco. However, the process for
securing the Regulatory Approvals is now not expected to be completed by 28
May 2024, being the Long Stop Date for the Scheme to become unconditional and
effective.  Bidco confirms that it is not aware of any reason why the
Regulatory Approvals should not be granted in due course.

In light of the above, STM Group and Bidco have agreed, with the consent of
the Panel, to extend the Long Stop Date for the Scheme to become unconditional
and effective from 28 May 2024 to 28 June 2024.  As announced on 4 April
2024, STM has been advised that the FCA has approved the regulatory change of
control applications made by Pathlines Holdings Limited in relation to its
acquisition of the SIPPs Companies.

Save as disclosed above, the terms and conditions of the Scheme remain
unchanged. A further update and notice of the time and date of the sanction of
the Scheme by the Court will be given in due course.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document.

 

This announcement contains inside information in relation to STM for the
purposes of Article 7 of the Market Abuse Regulation.  The person responsible
for arranging the release of this announcement on behalf of STM is Therese
Neish (CFO).

 

Enquiries:

 STM                                                                            via Walbrook PR
 Nigel Birrell
 Cavendish Capital Markets Limited (Financial Adviser, Nominated Adviser and    +44 20 7220 0500
 Broker to STM)
 Matt Goode / Emily Watts / Henrik Persson / Abigail Kelly / Trisyia Jamaludin
 (Corporate Finance)
 Tim Redfern (ECM)
 Walbrook PR (PR Adviser to STM)                                                +44 (0) 20 7933 8780
 Tom Cooper                                                                     +44 (0) 797 122 1972

                                                                                STM@walbrookpr.com
 Pension SuperFund Capital
 Via EQ Corp
 Davy Capital Markets UK (Financial Adviser to Pension SuperFund Capital and    +44 20 7448 8870
 Bidco)
 Will Smith / Graham Hertrich

 (Corporate Finance)
 EQ Corp (PR Adviser to Pension SuperFund Capital and Bidco)                    +44 (0) 20 7223 1100
 James Culverhouse                                                              +44 (0) 7912 508 322

                                                                                James.culverhouse@eqcorp.com

 

 

IMPORTANT NOTICES

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for STM and for no one else in connection with the Acquisition
and/or any other matter referred to in this Announcement and will not be
responsible to anyone other than STM for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition, the
contents of this Announcement, or another other matters referred to in this
Announcement. Neither Cavendish nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cavendish in
connection with this Announcement, any statement or other matter or
arrangement referred to herein or otherwise.

Davy Capital Markets UK is a trading name of J & E Davy (UK) Limited. J
& E Davy (UK) Limited is authorised and regulated by the Financial Conduct
Authority. J & E Davy (UK) Limited is a Davy Group company and also a
member of the Bank of Ireland Group. J & E Davy (UK) Limited is acting for
Pension SuperFund Capital and Bidco in relation to the matters described in
this Announcement and is not advising any other person, and accordingly will
not be responsible to anyone other than Pension SuperFund Capital and Bidco
for providing the protections afforded to its clients or for providing advice
in relation to the matters described in this Announcement.

This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition
shall be made solely by means of the Scheme Document (or in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the takeover
offer document) which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or in the event that the Acquisition is to be implemented
by means of a Takeover Offer, the takeover offer document).

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and Isle of Man law, the Takeover Code, the Aim Rules and MAR and
the information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom or the Isle of Man. Nothing in
this Announcement should be relied on for any other purpose.

STM and Bidco urge STM Shareholders to read the Scheme Document (or, if the
Transaction is implemented by way of an Offer, the Offer Document) carefully
because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus equivalent
document.

 

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom or the Isle of Man may be restricted by law
and/or regulations. Persons who are not resident in the United Kingdom or the
Isle of Man or who are subject to the laws and regulations of other
jurisdictions should inform themselves of, and observe, any applicable
requirements. Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Acquisition shall
not be made available, in whole or in part, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the laws or
regulations in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in those jurisdictions. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), such Takeover Offer may not be made available
directly or indirectly, into or from or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to STM Shareholders who are not resident
in the United Kingdom or the Isle of Man (and, in particular, their ability to
vote their Scheme Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf) may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United Kingdom or the
Isle of Man should inform themselves of, and observe, any applicable
requirements, as any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. The Acquisition shall be subject to the applicable
requirements of the Companies Act, the Court, the Takeover Code, the Panel,
the London Stock Exchange, the Financial Conduct Authority and the AIM Rules.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.

 

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an Isle of Man
company by means of a scheme of arrangement provided for under Part X of the
Companies Act. A transaction effected by means of a scheme of arrangement is
not subject to the proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable to schemes of arrangement involving a
target company incorporated in the Isle of Man admitted to trading on AIM,
which are different from the disclosure requirements of the US under the US
proxy solicitation and tender offer rules. The financial information included
in this Announcement and the Scheme documentation has been or will have been
prepared in accordance with accounting standards applicable in the Isle of Man
and the UK and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this Announcement is adequate,
accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer would be made in compliance with applicable US laws
and regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder, and in accordance with the
Takeover Code. Such a takeover would be made in the United States by Bidco and
no one else.

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for United States federal income tax purposes and
under applicable United States state and local, as well as foreign and other,
tax laws. Each STM Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and any claims
arising out of the US federal securities laws, since STM is located in a
country other than the US, and all of its officers and directors are residents
of countries other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the
US Exchange Act, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in STM outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and will comply with applicable law, including to the extent applicable the US
Exchange Act. Any information about such purchases or arrangements to purchase
will be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the US to the extent that such information is made
public in the UK.

 

Forward Looking Statements

This Announcement (including information incorporated by reference in the
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and STM contain certain statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of Bidco and STM which are or may be deemed to be "forward looking
statements". These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect",
"envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning. These statements are based on assumptions and assessments
made by STM and/or Bidco, in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors described in the
context of such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those expressed in
or implied by such forward-looking statements. Although it is believed that
the expectations reflected in such forward-looking statements are reasonable,
no assurance can be given by STM and Bidco that such expectations will prove
to have been correct and you are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at the date
of this Announcement. The forward-looking statements speak only at the date of
this Announcement. All subsequent oral or written forward-looking statements
attributable to any member of the Wider Bidco Group or STM Group, or any of
their respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
Neither STM nor Bidco nor Pension SuperFund Capital assumes any obligation and
STM and Bidco and Pension SuperFund Capital disclaim any intention or
obligation, to update or correct the information contained in this
Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation (including
under the AIM Rules).

 

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING
STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF STM, PENSION SUPERFUND
CAPITAL OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD
SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY
ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES
IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY
FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD
THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR STM,
NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS,
PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE
EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS
ANNOUNCEMENT WILL ACTUALLY OCCUR.

 

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of: (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by STM Shareholders and other relevant persons for the receipt of
communications from STM may be provided to Bidco during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.

 

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule
26 of the Takeover Code shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on STM'S
website at https://www.stmgroupplc.com/possible-offer-for-stm-group-plc by no
later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of this website are not
incorporated into and do not form part of this Announcement.

STM Shareholders may request hard copies of this Announcement by contacting
Computershare Investor Services (Jersey) Limited at 13 Castle Street, St.
Helier, Jersey Channel Islands, JE1 1ES or on +44 (0370) 707 4040 between 9:00
a.m. and 5:00 p.m. (London time) Monday to Friday (public holidays excepted).
Calls to this number from persons who are not resident in Jersey are charged
at the applicable international rate. Calls from a mobile device may incur
network extras.

 

STM Shareholders may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form. If an STM Shareholder has received this Announcement in
electronic form, copies of this Announcement and any document or information
incorporated by reference into this Announcement will not be provided unless
such a request is made.

 

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

 

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