INVESTOR RELATIONS

Corporate News

Intention to float on AIM

26 February 2007

STM Group PLC, the cross border financial services provider, today announces its intention to seek admission of its ordinary shares to trading on the AIM Market (“AIM”) of the London Stock Exchange. Dealings are expected to commence in March 2007.

STM has been formed specifically to build a leading financial services group operating in the Corporate and Trustee Service Provider (CTSP) sector and concentrating on the expatriate market. The traditional business of CTSPs is to administer and manage personal, family and commercial assets and income streams through tax efficient jurisdictions and structures.

The Group’s aim will be to grow through “buying and building” high quality established CTSPs which offer complementary products and services and that operate in complementary jurisdictions to those provided by STM’s first acquisition, the mainly Gibraltar based CTSP, Fidecs Group Limited (“Fidecs”). Founded by STM’s Chief Executive, Tim Revill, Fidecs in the year ended 31 December 2006 reported turnover of approximately £5 million with post tax profit of approximately £1.7 million.

The CTSP market is fragmented in nature, comprising a small number of very large international financial services groups and a large number of relatively small single jurisdiction trust and company management businesses. Many of these smaller businesses are owner-managed and whilst their owners often wish to continue to contribute to their businesses, they also want to plan for their own retirement and succession. STM believes that these factors present an opportunity for the “buy and build” strategy.

Following Admission, STM will use quoted shares as currency for these ongoing complementary acquisitions and also to incentivise the Group’s employees, through the implementation of an incentive scheme. STM has identified a number of potential acquisitions in addition to Fidecs.

STM management have considerable expertise both of the trust and company management sector, and of successfully integrating acquisitions, and believe that there is an opportunity to build a significant group in the CTSP sector due to ever increasing regulatory pressures and compliance requirements, the market need for more sophisticated products and services, and the pending retirement of owner managers of many existing CTSPs.

The economic drivers for CTSPs include demand for more sophisticated tax planning, particularly for high net worth individuals (HNWIs) and those approaching retirement age, and the increased movement and migration of individuals, as evidenced, for example, by the growth in the number of British expatriates living in Southern Spain.

Fidecs Group Limited, STM’s first acquisition, (to be renamed STM Fidecs Limited on admission) is one of the largest financial services firms in Gibraltar and employs some 88 people. It specialises in financial planning both for HNWIs moving to work, live or retire overseas or making cross-border investments, and for entrepreneurial, predominantly owner-managed, businesses, expanding into or re-locating to other, frequently lower, tax jurisdictions. It also includes a specialist insurance management division, that provides set up and management services to insurance companies based in Gibraltar.

CTSPs in general, have highly visible earnings streams which are based around charging clients annual fixed fees. Furthermore, CTSPs are highly cash generative and so far have had little or no incidence of bad debts. As at 31 December 2006, Fidecs administered more than 375 trusts and managed more than 550 companies, the majority of which are invoiced their annual fixed fees in advance. Its average client relationship lasts approximately 10 years.

STM believes that the offshore financial services market is currently undergoing a period of change owing to increasing compliance and other fixed costs and, STM anticipates that, with the advent of more aggressive anti-avoidance legislation, particularly in Europe and North America, some smaller CTSPs will not be able to meet their clients’ demands for more sophisticated financial products and higher service levels. This, coupled with the pending retirement of a number of the owner managers of some of the smaller CTSPs, should allow the Group to grow relatively quickly through carefully selected acquisitions.

To facilitate STM’s ongoing strategy of building an international group of CTSPs operating from a number of complementary tax efficient jurisdictions, the Group will seek to acquire CTSPs which:

  • bring to the Group a licence to conduct trust and company management business in a complementary jurisdiction to that of the existing Group; and/or
  • provide the Group with complementary financial products or services which can be sold across the Group; and/or
  • have portfolios of clients which can be integrated within an existing STM Group company, thus eliminating one set of fixed overheads (business process systems, compliance, finance and accounts, marketing etc). A high proportion of operating costs of CTSPs are fixed.

STM is seeking to raise approximately £7.5 million (before expenses). On completion, the Company will acquire the entire issued share capital of Fidecs for a consideration of £13.6 million and the assumption of £1.4 million of debt, to be satisfied as to £7.7 million in cash and as to £7.3 million by the issue of new shares.

Commenting on the decision to join the AIM market, Tim Revill, Chief Executive of STM, said: “We look forward to joining the AIM market. Fidecs has high earnings visibility and a loyal and expanding client base. We are excited about the revenue dynamics and “buy and build“ opportunities that the CTSP market clearly offers and believe strongly that our experienced management can bring the two together.”

Daniel Stewart is acting as both Nominated Adviser and Broker to STM Group PLC.


For further information, please contact:

STM Group PLC
Tim Revill, Chief Executive Tel: +44 (0) 20 7398 7702
Matt Wood, Non-executive director Tel: +44 (0) 7739 537 137
Daniel Stewart & Co. Plc
Lindsay Mair, Corporate Finance Tel: +44 (0) 20 7776 6573

Media enquiries:

Abchurch
Henry Harrison-Topham Tel: +44 (0) 20 7398 7700
[email protected] www.abchurch-group.com

Weekend contact – Henry Harrison-Topham Tel: +44 (0) 7771 663 887


Photography

Photographs are available from Abchurch. To arrange to receive soft copies, please contact George Parker on 020 7398 7719 or [email protected]

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


About Fidecs

Fidecs is one of the largest financial services firms in Gibraltar and employs some 88 people. It specialises in financial planning for both High Net Worth individuals (“HNWI”) moving to work, living or retiring overseas or making cross-border investments, and for entrepreneurial, predominantly, owner-managed businesses, expanding into or re-locating to other, frequently lower tax, jurisdictions. It also includes an insurance management division, that provides set up and management services to insurance companies based in Gibraltar. In the year ended 31 December 2006, Fidecs reported turnover of approximately £5 million with post tax profit of approximately £1.7 million.


The CTSP & HNWI marketplace

The CTSP market is fragmented in nature, comprising a small number of very large international financial services groups and a large number of relatively small trust and company management businesses regulated by, and operating out of, single offshore jurisdictions. Many of these smaller businesses are owner-managed and whilst their owners often wish to continue to remain with their businesses, they also want to plan for their own retirement and succession. The Directors believe that these factors present an opportunity for consolidation. The HNWI market, a key market for CTSPs, has continued to expand strongly, due to buoyant stock markets, rising house prices and global economic growth. Leading surveys estimate that aggregate global high net worth wealth, (high net worth individuals being defined as persons with free assets in excess of US$1.0 million)* would grow to US$38.8 trillion by 2008, an increase of some 26 per cent. over 2004

*Merrill Lynch World Wealth Report 2006

UNITED KINGDOM

Options UK 
(part of STM Group Plc)
1st Floor Lakeside House
Shirwell Crescent
Furzton Lake
Milton Keynes
Buckinghamshire
MK4 1GA

UNITED KINGDOM

London & Colonial Services Limited
(part of STM Group Plc)
1st floor
21 Perrymount Road
Haywards Heath
West Sussex
RH16 3TP
UK

GIBRALTAR

PO Box 575
Montagu Pavilion
8-10 Queensway
Gibraltar
GX11 1AA

MALTA

San Gwakkin Building
Level 1
Triq is-Salib tal-Imriehel
Zone 4
Central Business District
Birkirkara, CBD4020
Malta

SPAIN

Edif. Sotovila
Plaza Mayor
P.N. de Guadiaro
Sotogrande
Cadiz
11311
Spain

HEAD OFFICE

Suite 315
5 Chancery Lane
London,EC4A 1BL
UK

REGISTERED OFFICE

1st Floor,
Viking House,
St Paul’s Square, Ramsey,
Isle of Man,
IM8 1GB.

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 Group companies are regulated where required in their host jurisdictions.

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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