STM Group has been acquired in a £39.8m deal by Guernsey-based consolidator Pension SuperFund Capital.
STM will be taken over through a court-sanctioned scheme of arrangement using the vehicle Bidco, an English private company limited by guarantee that was established on 4 July 2023, formed for the purposes of the acquisition and funded by Pension SuperFund Capital.
The deal also encompasses STM Group chief executive Alan Kentish buying STM's SIPP businesses for £4.5m through his company Pathlines Holdings Ltd.
STM shareholders will get 60p per share in cash, plus a deferred consideration unit which may be up to 7p per share in cash.
STM's closing price when the offer was first made on 10 July was 27.5p.
The cash element of the deal values STM at approximately £35.6m which will rise to approximately £39.8m if the deferred consideration reaches its full value. It will only be less if STM declares any dividend or similar payout to shareholders before the deal is approved by shareholders and the court.
Nigel Birrell, the chair of STM, said: "The STM Board is pleased to be recommending Bidco's offer for the Company, which represents a significant premium in cash to the STM share price prior to the commencement of discussion with Bidco and offers certain value for our shareholders, and potential future benefit through the Deferred Consideration Units.
"Whilst we believe that there are significant growth and value realisation opportunities for STM in the short to medium term, we recognise that there are uncertainties and risks which may impact STM's ability to both optimise growth as a stand-alone quoted entity, and to execute a realisation strategy of certain parts of the business.
"We acknowledge the additional commercial benefits which could be obtained as part of a larger group such as Pension SuperFund Capital, whose management team has a clear vision to deliver a complete solution to pension savers and members."
Edmund Truell, the co-founder of Pension SuperFund Capital, said: "We are delighted to back Bidco to acquire STM Group plc after a period of extensive diligence and strategic planning. This exciting investment aligns with our wider market aim to provide a complete solution, worldwide, to pension savers and sponsors and improve pensioner outcomes in an aligned way.
"We strongly believe our track record and stewardship will enable us to provide increased security and value-for-money benefits to members, while also helping to deliver the upside that the Mansion House reforms intend."
