TIDMSTM
RNS Number : 6638M
STM Group PLC
15 September 2023
DISCLOSURE UNDER RULE 2.10(b) OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE")
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CODE AND
DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE
2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL
BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATIONS (EU) NO 596/2014 AS IT FORMS
PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR
THE PURPOSES OF UK MAR.
15 September 2023
STM Group PLC
("STM Group", the "Company" or the "Group")
Offer update - inadvertent breach of Rule 5 and replacement of
certain irrevocable undertakings with letters of intent
and change of name of Nominated Adviser and Broker
Following discussions with the Panel, Pension SuperFund Capital
have informed the Company that an inadvertent breach of Rule 5
occurred due to the signing of irrevocable undertakings to vote (or
procure the vote) in favour of the revised possible offer from
shareholders representing greater than 30% of the issued share
capital of STM Group, as detailed in the announcement made by the
Company on 8 September 2023 (the "Announcement").
Pension SuperFund Capital has therefore released Clifton
Participations Limited from irrevocable undertakings over 2,000,000
shares, which has now been replaced by a letter of intent to
support the transaction.
As a result, the Company has now received irrevocable
undertakings to vote (or procure the vote) in favour of the Revised
Possible Offer (as defined in the Announcement) at meetings that
would be required to be convened in connection with the Revised
Possible Offer from certain Shareholders, in respect of, in
aggregate, 29.34% of the Company's existing issued share capital,
subject to an offer of no less than 67 pence in cash being made in
accordance with Rule 2.7 of the Code by 5.00 p.m. on 27 September
2023. In addition, the Company has now received letters of intent
to vote (or procure the vote) in favour of the Revised Possible
Offer at meetings that would be required to be convened in
connection with the Revised Possible Offer from Clifton
Participations Limited, in respect of, 3.37% of the Company's
existing issued share capital, provided always that the offer price
is no less than 67 pence in cash.
Irrevocable Undertakings Received:
Shareholder Number of Percentage
Ordinary Shares of issued
share capital
(%)
Septer Limited 6,450,000 10.86%
Peter Gyllenhammar 5,900,000 9.93%
Clifton Participations Inc (the shares form part of the assets of the Perros
Trust, of which
the settlor is Alan Kentish, the independent trustee is Lesley Nuttall and
the potential beneficiaries
are Alan Kentish, his wife Louise Kentish and their immediate family) 3,552,150 5.98%
Alan Kentish and his close relatives 1,526,750 2.57%
Total 17,428,900 29.34%
Letters of Intent Received:
Shareholder Number of Ordinary Percentage of
Shares issued share
capital (%)
Clifton Participations Inc (the shares
form part of the assets of the Perros
Trust, of which the settlor is Alan
Kentish, the independent trustee is
Lesley Nuttall and the potential beneficiaries
are Alan Kentish, his wife Louise
Kentish and their immediate family) 2,000,000 3.37%
Total 2,000,000 3.37%
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.
Change of Name of Nominated Adviser and Broker
The Company also announces that its Nominated Adviser and
Broker, finnCap Ltd, has now changed its name to Cavendish Capital
Markets Ltd.
For further information, please contact:
Alan Kentish (CEO) STM Group plc Via Walbrook PR
Cavendish Capital
Matt Goode/ Emily Watts/ Markets Ltd (Financial
Henrik Persson / Abigail Adviser, Nominated
Kelly (Corporate Finance) Adviser and Broker
Tim Redfern (ECM) to STM Group) + 44 (0) 20 7220 0500
Edmund Truell Pension SuperFund edmund.truell@psf.capital
Capital
Davy Capital Markets
Will Smith / Graham UK (Financial Adviser
Hertrich (Corporate to Pension SuperFund
Finance) Capital) +44 (0) 20 7448 8870
James Culverhouse EQ +44 (0) 20 7223 1100
+44 (0) 7912 508 322
James.culverhouse@eqcorp.com
Tom Cooper Walbrook PR +44 (0) 20 7933 8780
STM@walbrookpr.com
The person responsible for arranging the release of this
announcement on behalf of the Company is Nigel Birrell,
Chairman.
Cavendish Capital Markets Ltd which is regulated in the United
Kingdom by the Financial Conduct Authority is acting for the
Company 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 the Company for providing the
protections afforded to customers of Cavendish Capital Markets Ltd
or for providing advice in relation to the matters described in
this announcement.
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 ("FCA"). 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 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 for providing the protections afforded to customers of J
& E Davy (UK) Limited or for providing advice in relation to
the matters described in this announcement.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.stmgroupplc.com by no later than 12 noon
(London time) on the business day following the release of this
announcement in accordance with Rule 26.1 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Rule 2.9
Pursuant to Rule 2.9 of the Code, the Company confirms that
there are currently 59,408,088 ordinary shares of 0.1 pence each in
issue in the Company, with International Securities Identification
Number IM00B1S9KY98
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Code, any person who is, or becomes,
interested in 1% 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 pm (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 Takeover 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.
Note
References to "Code" are to the rules of the City Code on
Takeovers and Mergers. The terms "offeror", "offeree company",
"offer period", "interested" (and related variations), "relevant
securities", "deals" (and related variations) and "acting in
concert" all bear the same meanings given to them in the City Code
on Takeovers and Mergers
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