Corporate News

Issue of Convertible Loan Notes

11 March 2014

STM Group PLC (AIM:STM), the multi-jurisdictional financial services group, is pleased to announce that it has agreed terms for the issue by the Company of £3.8 million of new convertible loan notes (“2014 Loan Notes”). The 2014 Loan Notes will replace the £3.5 million convertible loan notes which are due to be repaid on 19 March 2014 and will be issued on that day. The 2014 Loan Notes, which will have a sign-on fee of 1% payable to the subscribers, have a fixed term of 2 years and carry an annual coupon of 7%, payable half yearly. The 2014 Loan Notes can be converted into new ordinary shares of 0.1p each in the Company (“Ordinary Shares”) at a price of 26p per Ordinary Share at the option of the holders following the release of the Company’s preliminary results for the year ended 31 December 2014. Any Loan Notes not converted into new Ordinary Shares at that date will run to term. The 2014 Loan Notes are secured against all the assets of the Group.

Clifton Participations Inc ("Clifton"), as trustee of the Perros Trust, of which Alan Kentish, a director of the Company, is a potential beneficiary, is subscribing for £320,000 of 2014 Loan Notes.  Nigel Green and Arron Banks, together with their related companies, are subscribing for £1.5 million each of 2014 Loan Notes.

The subscription for 2014 Loan Notes and payment of the sign-on fee to Clifton and Nigel Green and Arron Banks (as substantial shareholders), constitute related party transactions under Rule 13 of the AIM Rules for Companies. The Directors (with the exception Alan Kentish), having consulted with the Company's Nominated Adviser, finnCap Limited, consider that the terms of the transactions are fair and reasonable insofar as the Company's shareholders are concerned.


For further information, please contact:

Colin Porter, Chief Executive Officer Tel: + 350 200 42686
[email protected]
Alan Kentish, Director of Business and Product Development Tel: + 350 200 78614
[email protected]
Therese Neish, Chief Financial Officer Tel: 00 350 200 78614
[email protected]
Charlotte Stranner / Christopher Raggett - Corporate Finance Tel: +44 (0) 20 7220 0500
Simon Starr - Corporate Broking
Walbrook PR
Tom Cooper / Paul Vann Tel: +44 (0) 117 985 8989
Mob: +44 (0) 797 122 1972
[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