INVESTOR RELATIONS

Corporate News

Acquisition of Atlas Group Limited

08 June 2007

STM Group PLC (AIM:STM), the cross border financial services provider, is pleased to announce the conditional acquisition of the Atlas Group of companies (“Atlas”), for a maximum consideration of up to £0.65 million (“the Acquisition”), subject to approval by the Gibraltar Financial Services Commission (“GFSC”).

Established in 1995, Atlas is a privately held corporate and trustee service provider (“CTSP”) based in Gibraltar.  Atlas has grown its client base steadily over the last 10 years and as at 31 December 2006, Atlas managed approximately 60 companies and 30 trusts.  Of the companies managed, a large proportion are domiciled in Gibraltar and involved in real estate related activity.

Atlas reported audited revenues of approximately £0.3 million in each of its last three years ended 31 December and an average annual net profit (before proprietors’ dividend payments) of approximately £0.1 million over the same period.  As at 31 December 2006, Atlas’s audited net assets were approximately £0.4 million (including a leasehold property which is not part of the Acquisition).

Atlas is expected to be quickly and seamlessly integrated into the operations of STM’s first acquisition, STM Fidecs, which is also based in Gibraltar, enabling an immediate rationalisation of combined overheads.

STM is acquiring Atlas for a maximum consideration of £0.65 million in a mixture of cash and ordinary shares of 0.1p in the Company (“Ordinary Shares”).  The consideration is made up of fixed consideration of £0.55 million (“Fixed Consideration”), and additional consideration of up to £0.1 million (“Additional Consideration”), payable on the achievement of certain milestones over the 12 month period from completion and payable 15 months from completion.

The Fixed Consideration is to be satisfied as to £0.33 million in cash (part of which is subject to retention for 13 months), payable on completion out of STM’s existing cash resources, and the issue to the vendor of 371,622 new Ordinary Shares (“Fixed Consideration Shares”) at the theoretical average mid-market price per Ordinary Share of 59.2p,  being the average closing mid-market price per Ordinary Share over the ten (10) business days prior to completion.  The Fixed Consideration Shares will be subject to lock-in provisions for 15 months from completion.

The Additional Consideration is also to be satisfied in a mixture of cash and new Ordinary Shares up to a maximum of £0.06 million in cash and the issue of up to 67,568 new Ordinary Shares (“Additional Consideration Shares”). 

The Fixed Consideration Shares represent approximately 1.0 per cent. of the Company’s existing issued ordinary share capital and following their issue, the Company will have 35,586,622 Ordinary Shares in Issue.  Accordingly, application will be made to the London Stock Exchange for the Fixed Consideration Shares to be admitted to trading on AIM once approval has been received from the GFSC, with Admission  effective and dealings in the Fixed Consideration Shares to commence shortly thereafter.  Application will be made to the London Stock Exchange for the Additional Consideration Shares to be admitted to trading on AIM once the number of Additional Consideration Shares has been determined based upon certain performance milestones being met.

Commenting on the acquisition, Tim Revill, Chief Executive Officer of STM Group Plc, said: “We are delighted with the acquisition of Atlas, STM’s first acquisition as a public company, and coming only a few months after our successful IPO.  Atlas provides an excellent complementary fit to the Group by bringing with it a good portfolio of clients which can be easily integrated into our existing Gibraltar operations with little or no duplication.

“We expect Atlas to be immediately earnings enhancing to the Group and it allows us to continue to develop and expand the STM Fidecs brand in Gibraltar.  Trading for the year is on track and we look forward to providing an update to the market next month on trading to 30 June 2007.”


For further information, please contact:

STM Group PLC
Tim Revill, Chief Executive Tel: 00 350 51610
Matt Wood, Non-executive director Tel: +44 (0) 20 7752 0215
Daniel Stewart & Co. Plc
Lindsay Mair / Tessa Smith Tel: +44 (0) 20 7776 6550

Media enquiries:

Abchurch
Henry Harrison-Topham Tel: +44 (0) 20 7398 7702
[email protected] www.abchurch-group.com

 

Notes to editors:

STM is a multi-jurisdictional financial services group listed on the Alternative Investment Market of the London Stock Exchange. The Group specialises in the delivery of a wide range of financial service products to professional intermediaries and in the administration of assets for international clients in relation to retirement, estate and succession planning, and wealth structuring.

Today, STM has trading operations in Gibraltar, Malta, Jersey, and Spain. It has also recently opened satellite offices in South East Asia, the Middle East, and South Africa. The Group continues to expand through the development of additional products and services that its ever-more sophisticated clients demand.

STM has, for example, a dedicated international pensions division which specialises in Qualifying Recognised Overseas Pension Schemes (QROPS) and Qualifying Non-UK Pension Schemes (QNUPS); it also has a Gibraltar Life Insurance Company, STM Life Assurance PCC PLC, which provides life insurance bonds - wrappers in which a variety of investments, including investment funds, can be held.

Further information on STM Group can be found at www.stmgroupplc.com

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STM is a multi-jurisdictional financial services group listed on AIM, a market operated by the London Stock Exchange.
The Group specialises in the administration of client assets in relation to retirement, estate and succession planning and wealth structuring.

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STM in the UK (London & Colonial and Options UK): Financial Conduct Authority - STM in Gibraltar: Gibraltar Financial Services Commission - STM in Malta: Malta Financial Services Authority - STM in Spain: Director General de Seguros, Fondos y Pensiones: STM Nummos, SL figura inscrita en el Registro Mercantil de Cádiz, Tomo 1612, Hoja 6697, Libro 0, Folio 14. CIF B-11301199.

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