Corporate News

Loan Note Conversion Update and Issue of Equity

16 April 2015

STM Group PLC (AIM: STM), the multi-jurisdictional financial services group, announces that the Company has received conversion notices (the "Conversion Notices") in respect of 155 convertible loan notes each with a face value of £10,000 ("Convertible Loan Notes"), the issue of which was previously announced on 15 May 2014.

To date, 70 of the Convertible Loan Notes with a value of £700,000 have been repaid by the Company. The remaining 30 unconverted Convertible Loan Notes will run to term and be repaid by the Company in March 2016.

Pursuant to the Conversion Notices, the Company will issue 5,961,538 new ordinary shares (the "Conversion Shares") at a price of 26p per Conversion Share. Application will be made for the Conversion Shares to be admitted to trading on the AIM Market of the London Stock Exchange ("Admission") and it is expected that such Admission will occur and dealings will commence on or before 30 April 2015.

Within the Conversion Notices received, Clifton Participations Inc ("Clifton"), of which Alan Kentish, STM's Director of Business & Product Development is a beneficial owner, will convert 32.5 Convertible Loan Notes with a value of £325,000. Accordingly, Clifton will be issued 1,250,000 Conversion Shares. Following this issue, which is subject to regulatory approval, Alan Kentish will own 7,218,817 Ordinary Shares in his personal name and through his beneficial holding in Clifton Participants Inc., representing 12.15% of the Company's total issued share capital and voting rights following Admission. In addition, Louise Kentish, Alan Kentish's wife, holds, as Trustee of the Focus Trust, 1,100,000 Ordinary Shares equating to 1.85% of the Company's total issued share capital and voting rights following Admission.  Neither Alan Kentish nor Louise Kentish have a beneficial interest in the shares held by the Focus Trust.

Following Admission, the total number of ordinary shares in issue with voting rights will be 59,408,087 with each such ordinary share carrying the right to one vote. There are no shares held in treasury. The figure of 59,408,087 may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest, or a change to their interest, in STM under the FCA's Disclosure and Transparency Rules.

Commenting on the Loan Note conversion, Colin Porter, Chief Executive at STM, said:

"The extent of the Convertible Loan Note holders wishing to convert into equity in STM demonstrates considerable confidence in the business; particularly given that one of those converting is our Director of Business & Product Development, Alan Kentish.

"Additionally, this reduces our structured borrowing to £300,000 which will further enhance profitability for 2015."


For further information, please contact:

Colin Porter, Chief Executive Officer Tel: + 350 200 42686
[email protected]
Therese Neish, Chief Financial Officer Tel: 00 350 200 78614
[email protected]
Alan Kentish, Director of Business and Product Development Tel: + 350 200 78614
[email protected]
Charlotte Stranner / Christopher Raggett - Corporate Finance Tel: +44 (0) 20 7220 0500
Mia Gardner - 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


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


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


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


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


Edif. Sotovila
Plaza Mayor
P.N. de Guadiaro


Suite 315
5 Chancery Lane
London,EC4A 1BL


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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