# STM Group Plc cash offer from PSF Capital agreed in principle

- Link: https://www.directorstalkinterviews.com/stm-group-plc-cash-offer-from-psf-capital-agreed-in-principle/4121123702
- Published: 2023-07-11T07:10:57+01:00
- Author: Ethan Davis

STM Group Plc ([LON:STM](https://www.directorstalkinterviews.com/company/stm-group-plc/stm.l)),
the cross border financial services provider, and PSF Capital GP II Limited as general
partner of PSF Capital Reserve LP has announced that they have reached agreement
in principle on the key terms of a possible cash offer for the entire issued and
to be issued share capital of the Company at a price of 70 pence per share.  

The Board of STM Group has confirmed to Pension SuperFund Capital that, should a
firm offer be made on the financial terms of the 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.
The Board is granting Pension SuperFund Capital access to due diligence materials.

**About Pacific**

The mission of Pension SuperFund Capital is to provide a complete solution to pension
savers and members.

With deep and wide-ranging experience in pensions, Pension SuperFund Capital has
access to significant lines of capital and assets, with which to help provide a 
safe and secure home to pensioners and pension savers. Pension SuperFund Capital
has recently had an injection of further capital in preparation for several significant
pension risk transfers; and in anticipation of the potential re-launch of the Pension
SuperFund.

Pension SuperFund Capital is also the controlling shareholder of Long Term Assets,
a vehicle intended to give pension savers access to private market investments through
a listing on the London market. It is currently engaging in pre-marketing for its
IPO. Its biggest asset, Global InterConnection Group Limited (CABLE:AEX) listed 
on the Euronext Amsterdam on 7^(th) July 2023.

**Important Takeover Code notes**

Discussions in relation to the Possible Offer are at a very early stage. There can
accordingly, at this time, be no certainty that any offer will ultimately be made
for the Company.

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).

If STM Group announces, declares or pays any dividend or any other distribution 
or return of value to shareholders after the date of this announcement (other than
the final dividend of 0.60 pence proposed to be paid on 19 September 2023), Pension
SuperFund Capital reserves the right to make an equivalent reduction to the Possible
Offer.

An “Offer Period” has now commenced in respect of the Company in accordance with
the rules of the Code. Rule 2.6(a) of the Code requires that Pension SuperFund Capital
must, by no later than 5.00 p.m. on 8 August 2023 (London Time), either announce
a firm intention to make an offer for STM Group in accordance with Rule 2.7 of the
Code or 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
will only be extended with the consent of the Takeover Panel in accordance with 
Rule 2.6(c) of the Code.

STM Group Plc has made this announcement with the consent of Pension SuperFund Capital.

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