Acquisition of Parliament Corporate Services Limited
23 August 2007
STM Group PLC (AIM:STM), the cross border financial services provider, is today pleased to announce, through its subsidiary STM Fidecs Limited, the conditional acquisition of Parliament Corporate Services Limited and associated companies (“Parliament”), for a maximum consideration of up to £2.3 million (“the Acquisition”), subject to approval by the Gibraltar Financial Services Commission (“GFSC”).
Set up in 2000 as a continuation of a business founded in 1989, Parliament is a privately held corporate and trustee service provider (“CTSP”) based in Gibraltar providing company management and personal trust services. Parliament has an established client base which, as at 31 December 2006, was made up of 275 companies and 115 trusts. The activities carried out by the companies managed by Parliament include real estate, consultancy, marine and aircraft management and general investment, and a significant majority of them are domiciled in Gibraltar.
In the year ended 31 December 2006, the last date to which audited accounts were prepared, Parliament reported audited revenues of approximately £0.64 million and a net profit of approximately £0.37 million (before group charges of approximately £0.08 million). Trading in Parliament in the first 6 months of 2007 has been encouraging, generating unaudited revenues of approximately £0.4 million and a net profit (after group charges) of £0.2 million during the period. As at 31 December 2006, Parliament’s audited net assets were approximately £0.06 million.
Parliament has a strong team of qualified trust and company directors and importantly some experienced management all of whom will be quickly and seamlessly integrated into the operations of STM Fidecs, also based in Gibraltar, enabling an immediate rationalisation of combined overheads.
The maximum consideration of £2.3 million is payable as to 50 per cent. in cash and 50 per cent. in ordinary shares of 0.1p in the Company (“Ordinary Shares”). The consideration is made up of an initial consideration of £1.725 million, payable on completion (“Initial Consideration”), and deferred consideration of up to £0.575 million (“Deferred Consideration”), payable in cash on the achievement of certain targets over the remainder of 2007 and payable 15 months from completion.
The Initial Consideration is to be satisfied as to £0.575 million in cash, payable out of STM’s existing cash resources, and £1.15 million through the issue to the vendor of 1,932,773 new Ordinary Shares (“Consideration Shares”) at 59.5p per Ordinary Share, being the average closing mid-market price per Ordinary Share over the 10 business days immediately prior to 27 June 2007, the date on which the heads of agreement on merging the two businesses was signed. The Consideration Shares will be subject to lock-in provisions for 15 months from completion.
The Consideration Shares represent approximately 5.4 per cent. of the Company’s existing issued ordinary share capital and, following their issue, the Company will have 37,532,000 Ordinary Shares in issue. Accordingly, application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM once approval has been received from the GFSC, with admission and dealings in the Consideration Shares expected to commence shortly thereafter.
Commenting on the transaction, Tim Revill, Chief Executive Officer of STM Group Plc, said: “We are delighted to be able to welcome Parliament into the STM Group. Parliament provides an excellent complementary fit by bringing with it an established portfolio of clients, some strong management and a good pipeline of new work, all of which will be easily integrated into our existing Gibraltar operations with little or no duplication.“We expect Parliament to be immediately earnings enhancing to the Group and it allows us to continue to develop and expand the STM Fidecs brand in Gibraltar. As previously stated, trading for the year is on track and we look forward to announcing our maiden interim results to 30 June 2007 on 11 September 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 / Chloe Ponsonby||Tel: +44 (0) 20 7776 6550|
|Henry Harrison-Topham||Tel: +44 (0) 20 7398 7702|
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