STM Group agrees to revised sale offer of 67p per share

STM Group has reached agreement in principle with its potential buyer, Pension SuperFund Capital, on revised key terms of a cash offer for the entire issued and to be issued share capital of the company at a price of 67p per share, 3p less than the most recent offer of 70p per share.

The new agreement 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, STM said in a statement on 5 September. 

As a result, STM director and shareholder Alan Kentish 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 offer completing, 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 revised sale terms 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 to consider the new offer and 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 offer. 

In the light of this development, a further extension has been granted 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 and there can be no certainty either that any offer will ultimately be made for the company, STM further said.