INVESTOR RELATIONS

Corporate News

STM joins AIM Acquisition of Fidecs Group Limited

28 March 2007

STM Group PLC, the cross border financial services provider, today announces the commencement of dealings of its Ordinary Shares on the AIM Market of the London Stock Exchange. It also announces the acquisition of Fidecs Group Limited (Fidecs), a Gibraltar based corporate and trustee service provider (CTSP). Daniel Stewart & Company Plc is acting as both Nominated Adviser and Broker to the Company. The stock market EPIC is STM.L.


Placing and Admission Statistics

Placing Price
50p
Gross proceeds of the Placing
£7.5 million
Estimated net proceeds of the Placing receivable by the Company
£6.7 million
Cash consideration payable by the Company pursuant to the Acquisition
£6.3 million
Number of Consideration Shares being issued pursuant to the Acquisition
14,600,000
Number of new Ordinary Shares being issued pursuant to the Placing
15,000,000
Number of Ordinary Shares in issue immediately following Admission
35,200,000
Placing Shares as a percentage of the Enlarged Issued Share Capital
42.6%
Market capitalisation following the Placing at the Placing price
£17.6 million


Reasons for Admission and use of proceeds

STM is seeking Admission for the following reasons: to raise finance to acquire Fidecs and to enable it to offer quoted shares to the Vendors of Fidecs; to facilitate the raising of finance, both equity and debt; to enable it to offer quoted shares to the sellers of CTSPs, which is important given the Group’s key strategy of growth by acquisition; to raise the profile of the Company which should assist in attracting potential acquisition targets; and to facilitate incentivisation of key employees through the ability to grant awards over quoted shares.

Fidecs, STM’s first acquisition, (renamed today STM Fidecs Limited) 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.

The Company intends to use the proceeds of the Placing, together with £2.0 million in bank borrowings, to pay the cash element of the acquisition price for Fidecs, to repay Fidecs’ existing borrowings and to pay the costs of the Placing and Admission.

Tim Revill, Chief Executive Officer of STM Group PLC, said: “We are delighted that the flotation of the Group has been completed successfully and would like to thank our new shareholders for their support and we look forward to working with them. They have recognised the potential of the fragmented CTSP market and the operational, product and financial benefits of consolidation within it. Having completed the acquisition of Fidecs, a market leader in the strategically important foothold of Gibraltar, we look forward to pushing forward our buy and build strategy in the broader CTSP markets.”


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/Stewart Dick/Chloe Ponsonby Tel: +44 (0) 20 7776 6550

Media enquiries:

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


INTRODUCTION

STM has been formed as a strategic investment company specifically to build a leading financial services group operating in the international corporate and trustee service provider (CTSPs) sector. This is expected to be achieved through acquiring and consolidating high-quality existing CTSPs which offer complementary products and services and that operate from complementary jurisdictions to those provided by STM’s first acquisition, Fidecs.

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

The Company is seeking admission to AIM so that it can use quoted shares as a currency for acquisitions and also to incentivise the Group’s employees, through an employee incentive scheme.

The traditional business of CTSPs is to administer and manage personal, family and commercial assets and income streams in tax efficient jurisdictions. The economic factors 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.

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.

STM’s first acquisition, is of Fidecs Group Limited (renamed today STM Fidecs Limited). Founded in 1989 by STM’s chief executive, Tim Revill, Fidecs operates principally from Gibraltar and 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.

Employing some 88 people, Fidecs is one of the largest CTSPs in Gibraltar. It is regulated by the Gibraltar Financial Services Commission and provides traditional CTSP administration and management functions, but also has successfully originated and grown a number of other key divisions, including an insurance management division, specialising in providing set up and management services to newly formed insurance companies operating out of Gibraltar.

Fidecs’ annual revenue increased by approximately 33 per cent. from 2004 to 2006 and profit after tax increased by approximately 140 per cent. over the same period. In the year ended 31 December 2006, Fidecs reported audited revenues of £5.0 million and a profit after tax of £1.7 million.


INFORMATION ON STM

Background

STM became a wholly owned subsidiary of Equity Special Situations plc (“ESS”) in 2006, with a view to becoming a leading provider of international trust and company management services through a “buy and build” strategy. ESS is a strategic investment company whose shares are traded on AIM, which creates or acquires significant minority shareholdings in financial services businesses for long term capital growth. ESS has a track record in the financial services sector having created, and organised the AIM flotation of, Syndicate Asset Management plc (“SAM”) in 2005. Since then, SAM has made seven acquisitions in the fund management sector and now has total funds under management of £5.5 billion. ESS has supported SAM financially in each of its acquisitions since its IPO and is now a long term passive shareholder in SAM.

Following almost twelve months of extensive research into the CTSP sector, ESS incorporated and registered STM in the Isle of Man. Having arranged the seed capital finance for STM, ESS is also investing £2.2 million as part of the Placing, as well as providing the New Loan Facility to the Company. Following Admission, ESS will retain a shareholding of 20.0 per cent. in STM, which will be subject to the terms of a Lock-up Agreement.

Acquisition strategy
STM’s strategy is to build an international group of CTSPs operating from a number of complementary tax efficient jurisdictions with each offering its clients high quality products and services. The Directors have outlined three initial principal criteria to be applied when assessing the suitability of an acquisition target, although these criteria are not intended to be exhaustive. The Directors 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 easily be integrated within an existing 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.

It is intended that potential acquisition targets will be subject to extensive due diligence, with a focus on quality of service and compliance and each will be required to adhere to Group-wide standards following acquisition. STM believes that its senior staff, following the acquisition of Fidecs, have the knowledge and experience necessary to undertake due diligence on target businesses. The Group will operate a separately identifiable acquisitions and integration division with effect from Admission.

STM’s acquisitions are likely to include CTSPs operating in a different jurisdiction to Fidecs, and one that is able to continue to provide zero-tax entities to its clients. This could allow Fidecs to refer clients who require the setting up of a zero-tax entity to another member of the group, rather than to third party CTSPs (as at 31 December 2006, Fidecs administered approximately 300 entities incorporated outside Gibraltar). It is intended that Tim Revill, CEO of STM, will oversee the identification of, and be closely involved in the negotiations with, potential targets.

Integration
STM’s strategy will be to retain the existing branding of one dominant STM-branded operation in each jurisdiction (with the addition of the STM acronym to the local name), the first of which will be STM Fidecs in Gibraltar. The Directors expect that, over time, STM Fidecs will acquire other CTSPs operating in Gibraltar. Although clients of CTSPs are, by the nature of the business, loyal (the typical average lifecycle of one of Fidecs’ trusts is approximately ten years), the Directors believe that securing the goodwill of the staff and
creating minimum disturbance to the existing business relationships between the client and the CTSP will assist in ensuring that the staff and underlying client remain with Group.

Following Admission, STM will retain a separately identifiable integration team, who will be responsible for undertaking the integration of the acquired businesses and, accordingly, the Company expects to recruit a suitably experienced manager for this team before the end of 2007.


THE CTSP MARKET

The CTSP sector is very fragmented, with many providers being owner-managed businesses. The number of licensed company managers/fiduciaries in a selection of offshore centres is, according to the website of the relevant regulatory authority, as follows: BVI 99, Gibraltar 81, Guernsey 144, and Isle of Man 163. Whilst some of these entities are part of international groups, a number operate from a single office in their respective finance centres. As clients often need a range of services and products (e.g. access to a double tax treaty network), all of which are not available in one location, a CTSP must have access to a network of other jurisdictions and providers, whose professional standards and ethics can be relied on.


INFORMATION ON FIDECS

History of Fidecs
Tim Revill, STM’s Chief Executive, established Fidecs in 1989, to acquire Fidecs Consulting SA from Fidecs’ then parent company by way of a management buy out. Following the management buy out, Fidecs began trading in Gibraltar in 1990 and grew steadily with the introduction of new business lines and in July 1996 became the Gibraltar member firm of BDO International. Since 1996, Fidecs’ management has successfully acquired and integrated two companies and has broadened its product offering considerably.

Fidecs Group Limited which, on 13 March 2007, redomiciled from Luxembourg to Isle of Man has its head office in Gibraltar and it has a second office on the south coast of Spain in Sotogrande, Cadiz Province. Fidecs’ client base has been almost exclusively based in the United Kingdom, but in order to address other European markets, Fidecs has started actively to recruit staff with broader European language skills.

Fidecs’ primary business is trust and company management, a sector which has continued to grow in Gibraltar, a jurisdiction which has pioneered the supervision and regulation of professional trusteeship and company management service procedures. Fidecs’ insurance management business, FIM, which was set up in 1997 by STM’s Chief Financial Officer, Alan Kentish, is now only slightly smaller than its trust and company management business. FIM currently has 15 insurance companies to which it provides management and administrative services.

Fidecs’ operations and revenue model
Fidecs has grown both organically and through a number of carefully selected acquisitions, each financed from retained earnings. Fidecs’ operations can be categorised into four principal divisions, with each division being made up of a number of ‘sister’ operating companies. The total turnover of each division in the year ended 31 December 2006 is shown in the table below, identified by each division’s principal trading company:

2006
revenue
% of 2006
revenue
(£’000)
 
Fidecs Management Limited (“FML”)
2,395
48.2
Fidecs Insurance Management (“FIM”)
1,705
34.3
Fidecs Advisory Limited (“FAL”)
338
6.8
Nummos Profesional S.L. (“Nummos”)
205
4.1
Other
327
6.6
4,970
100.0


FML

FML currently provides offshore trust and company management services to more than 375 offshore trusts and more than 550 companies. The services it provides include day to day administration and cash management, the provision of directors, company secretarial functions, accounts preparation work, the completion of annual returns. Assets administered by FML include cash, quoted shares and bonds, residential and development property and holdings in private companies.


FIM

FIM is Fidecs’ insurance company management division. The Directors believe there to be approximately 50 insurance companies based in Gibraltar and regulated by the GFSC. Gibraltar is attractive to them for a number of reasons including speed of approval (compared with, for example, the UK), lower solvency requirements (thus enhancing return on capital) and Gibraltar’s low corporation tax rates. Consequently, many of these companies prefer to outsource the establishment, regulatory approval process and ongoing management, compliance and infrastructure functions to Gibraltar based insurance management entities such as FIM which are familiar with the regulatory process, and have expertise and contacts to expedite the process. FIM provides insurance management services to 15 insurance companies in Gibraltar and undertakes insurance company applications on behalf of new Gibraltar insurance companies. FIM provides a complete management service from business plan, through licensing to underwriting support, financial reporting and the administration of reserves.


FAL

FAL was established in March 2004 and offers cross border tax planning solutions to corporates and individuals. The business is project fee based. FAL completed 179 assignments in 2006 of which a negligible amount of business was referred by BDO.


Nummos

Nummos, Fidecs’ Spanish office, is located in Sotogrande, Cadiz Province and provides legal, accountancy and taxation services, primarily to British expatriates who have moved to Spain or own property on the Costa del Sol. In April 2006, Fidecs reacquired the 67 per cent. shareholding in Nummos which it had previously sold to BDO network's International’s Spanish member firm, taking its interest to 100 per cent. Since then, Fidecs’ management team has sought to re-establish Nummos as a Fidecs operated entity and they expect Nummos to return to profitability in 2007.

Historic trading

The Table below sets out a summary of financial information on Fidecs for the three years ended 31 December 2006.

Year ended
31 December
2004
£’000
Year ended
31 December
2005
£’000
Year ended
31 December
2006
£’000
 
 
 
Revenue
3,719
4,847
4,970
Operating Profit
617
1,662
1,620
Profit after Tax
690
1,710
1,661


STRENGTHS OF THE GROUP

The Directors consider that the Group has the following key strengths:

  • it has high earnings visibility, with long term, loyal clients;
  • it is an established business with a strong track record of profitability and cash generation;
  • it operates in a growing sector, which has a strong rationale for consolidation; and
  • it has an experienced and highly-regarded management team with sector and consolidation expertise.


COMPETITION

Over the past ten years, a small number of independent (i.e. non bank) CTSPs have successfully built multijurisdictional networks, through organic growth as well as acquisitions. International CTSPs fall into three categories:

  • bank owned: CITCO Limited, Fortis, Investec Plc;
  • independent: Equity Trust Limited, Trident Trust Company Limited, Sovereign Trust, Jordans International Limited and IFG Group Plc; and
  • law firm owned: Maples & Calder, Appleby Hunter Bailhache, Ogier.

The law firms are comparatively new entrants to the international sector, replacing some accountancy firms, who are facing regulatory pressures to exit for reasons of independence.

The Directors believe that success is dependent on increasing and maintaining sources of client referrals. This relies on improving quality of service, which increasingly relies on the use of IT, without losing the personal touch. It is for this reason that smaller CTSPs, who are not adequately resourced, are losing ground.


DIRECTORS AND EMPLOYEES

On Admission, the Board will comprise six directors, brief details of whom are summarised below, with further details in the Admission document.

Bernard Gallagher ACMA, aged 54 (Non-Executive Chairman)
Bernard is currently finance director of Premier Research Group plc (‘PRG’), and was its finance director on its admission to AIM in December 2004. PRG provides outsourced clinical testing services and has grown organically and by acquisition. Since it joined AIM, PRG has undertaken major acquisitions all of which have been successfully integrated, and its market capitalisation has grown from £16 million to more than £145 million. Bernard has considerable experience of making and then integrating acquisitions and has over 22 years of experience of financial management in a variety of businesses. He is an Associate of the Chartered Institute of Management Accountants.

Timothy John Revill FCA TEP, aged 56 (Chief Executive Officer)
Tim is the founder of Fidecs. He qualified as a chartered accountant in 1975 with PKF in London and then moved to their Isle of Man office. In 1978, he established his own professional practice in the Isle of Man and subsequently merged it with another firm. In 1982, he moved to Gibraltar to open the Gibraltar and Spanish offices of his partnership, which he ran until 1989, when he participated in a management buy-out of the Spanish office and established Fidecs. Tim specialises in international financial and tax planning and until 2006 was a member of the BDO Tax Steering Committee and continues to be a member of the BDO Tax Knowledge Sharing Centre of Excellence. Part of Tim’s role as CEO of STM will be to manage the acquisition process, including the identification of suitable targets. Tim is currently a director of Newcastle United Plc and Stan James (Gibraltar) Ltd.

Alan Roy Kentish ACA ACII AIRM, aged 41(Chief Financial Officer)
Alan qualified as a Chartered Accountant in 1989 with Ernst & Whinney, specialising in the financial services industry. In 1993 he moved to Ernst & Young, Gibraltar and shortly afterwards qualified as an Associate of the Chartered Insurance Institute. In 1997, Alan joined Fidecs and set up its insurance management division, FIM. Alan acts as managing and technical director of FIM, which has experienced considerable growth over the last three years and is recognised as the largest insurance manager in Gibraltar. In addition, Alan acts as the CEO of the Fidecs Group. Alan sits on the boards of a number of insurance companies, including Admiral Insurance Company (Gibraltar) Limited.

Mark William Denton, aged 45 (Non-Executive Director)
Mark is the managing director of Fortis Intertrust (IOM) Ltd, a company where he has worked for over 18 years and in this time has been responsible for a number of key areas including client services, compliance, operations and human resources. Mark took over the role of managing director on 1 January 2007.

Martin James Derbyshire, aged 39 (Non-Executive Director)
Martin is the director of Client Services in the Isle of Man Office of Fortis Intertrust (IOM) Limited which he joined in 1994, initially working as an accountant, providing book keeping, accounting and taxation services to the international client base of the trust and company administration teams. In 1998 he moved to a role as a direct client relationship manager, providing structuring, company administration, advisory, management and directorship services to entities established for corporate and private clients.

Matthew Graham Wood ACA, aged 33 (Non-Executive Director)
Matt graduated with a First Class honours degree in Economics in 1996 from the University of Wales and qualified as a chartered accountant in 1999. He subsequently joined the corporate finance department of Beeson Gregory Limited (now Evolution Securities) in 2000 where he advised growing companies on transactions including IPOs, secondary fundraisings, mergers and acquisitions and corporate restructuring. Matt also advised corporate clients on the UK regulatory framework including the Listing Rules of the UKLA, the AIM Rules, the Code and general corporate governance matters. He left Evolution Securities in April 2006 to become a director of, and a consultant to, a number of private and public companies, including AIM quoted Equity Special Situations Limited and Avarae Global Coins plc.

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.

Legal Disclaimer | Privacy Notice | Sitemap
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.

© STM GROUP PLC • 1st Floor, Viking House • St Paul’s Square, Ramsey, Isle of Man IM8 1GB • 00350 200 42686
All Rights Reserved - STM Group PLC