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
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
Suspension
Further to the announcement on 29
October 2024, STM and Bidco confirm that application has been made
for the suspension of admission to trading of STM Shares on the
London Stock Exchange's AIM Market ("AIM"). The suspension of dealings in
STM Shares is expected to take effect from 7.30 a.m. today, 31
October 2024.
It is expected that the
cancellation of admission to trading of, and
dealings in, STM Shares on AIM will,
subject to the Scheme becoming Effective, take effect at 7.00 a.m.
on 1 November 2024.
A
further announcement will be made when the Scheme has
become Effective.
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 Nigel Birrell
(Chairman).
Enquiries:
STM
|
via Walbrook PR
|
Nigel Birrell
|
|
Cavendish Capital Markets Limited (Financial Adviser,
Nominated Adviser and Broker to STM)
|
+44 20 7220 0500
|
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 Bidco)
|
+44 20 7448 8870
|
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.co
|
|
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.