Acquisition of St George Financial Services Limited
18 June 2008
STM Group PLC (AIM:STM), the cross border financial services provider, is pleased to announce the conditional acquisition of St George Financial Services Limited and its associated companies ("St George"), for a maximum consideration in cash and STM shares of up to £0.6 million ("the Acquisition"), subject to approval by the Jersey Financial Services Commission ("JFSC").
Registered by the JFSC in 2002, St George is a privately held corporate and trustee service provider ("CTSP") based in Jersey. St George has grown its client base steadily over the last 5 years and as at 31 December 2007, managed approximately 108 companies and 208 trusts and provided registered office services to a further 108 companies. Of the companies managed, the vast majority are domiciled in Jersey.
St George reported audited revenues of approximately £0.5 million in the year ended 31 December 2007 and an operating profit (before proprietors' profit share payments) of approximately £0.1 million. As at 31 December 2007, St George's audited net assets were approximately £0.1 million.
St George is STM's second acquisition of a Jersey based CTSP, following the acquisition in January 2008 of Compagnie Fiduciaire Trustees Limited (renamed "STM Fiduciaire Trustees Limited"), and is expected to become one of the focal points around which other Jersey based CTSPs will be integrated, enabling a rationalisation of combined overheads.
STM is acquiring St George for a maximum consideration of £0.6 million, of which 50% is to be satisfied in cash and 50% through the issue of up to 429,184 new ordinary shares of 0.1p in the Company ("Ordinary Shares"). The maximum consideration is made up of fixed consideration of £0.45 million ("Fixed Consideration") and additional consideration of up to £0.15 million ("Additional Consideration"), payable following the issue of St George's audited results for the year ending 31 December 2008 and, in part, subject to the achievement of certain future trading milestones.
The Fixed Consideration is to be satisfied as to £0.225 million in cash (£0.09 million of which is subject to a retention period), payable on completion out of STM's existing cash resources, and the issue to the vendor of 321,888 new Ordinary Shares ("Fixed Consideration Shares") at the average mid-market price per Ordinary Share of 69.9p, being the average closing mid-market price per Ordinary Share over the ten business days prior to exchange. 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 £0.075 million in cash and the issue of up to 107,296 new Ordinary Shares ("Additional Consideration Shares").
The Fixed Consideration Shares represent approximately 0.76 per cent. of the Company's existing issued ordinary share capital and following their issue, the Company will have 42,591,388 Ordinary Shares in issue. Accordingly, application will 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 JFSC, with Admission effective and dealings in the Fixed Consideration Shares expected 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 St George, STM's second acquisition in Jersey, which now gives a stable platform on which to build up a significant presence in the Channel Islands. The management of St George are keen to continue to grow the STM brand and increase our international footprint and St George brings with it a good and stable portfolio of clients to the Group. We expect St George to be immediately earnings enhancing to the Group and it allows us to continue to develop and expand the STM brand in Jersey."
For further information, please contact:
|Tim Revill, Chief Executive Officer||Tel: 00 350 51610|
|Matt Wood, Non-executive director||Tel: +44 (0) 20 7752 0215|
|Daniel Stewart & Company Plc||Tel: +44 (0) 20 7776 6550|
|Lindsay Mair / Stewart Dick||www.danielstewart.co.uk|
|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