Stm Grp. Share Chat (STM)

All over red rover.

This has been on the cards for some time unfortunately.

When STM was bought out it had - from memory - about £20M cash, now it is administration with £38M of secured debts and maybe more liabilities on top.

It looks like asset-stripping on an industrial scale. Someone will have made a lot of money from this. Not us though!

These things happen too often on AIM.

Continued..

Unfortunately, the secured creditor balance, which is understood to amount to some £38.5m, far exceeds the maximum sale proceeds noted above, and the joint administrators have indicated that they do not expect Jambo to be in a position to make any distributions or payments to the unsecured creditors of Jambo, including the contingent deferred consideration potentially due to the former STM shareholders, given the estimated deficiency of assets of £26.5m arising after the recovery of the fixed and floating charge crystallised by the secured lender.

Copies of the Notice of Administrator’s Proposals and the Notice of Approval of Administrator’s Proposals are available from Jambo’s record at Companies House in the UK at https://find-and-update.company-information.service.gov.uk/company/14980177

In its Statement of Proposals dated 22 December 2025, FTI Consulting LLP noted their understanding that “at the time of [our] appointment, discussions were ongoing between the Company [i.e. Jambo] and the previous shareholders [of STM] as to whether the conditions for issuing the loan notes had been met, and that the loan notes had not been issued.” Accordingly, the Estimated Outcome for the Creditors of Jambo and the Company (i.e. Jambo) Creditors listing set out in the Statement of Proposals document do not recognise any amount owing to the former shareholders of STM under the DCU/Loan Note process.

Given the evident shortfall in the recoverable assets, relative to the total creditor balance, the Steering Committee is not expected to commit further resources to pursuing the outstanding sum.

If you would like to pursue the matter independently, you could contact the joint administrators directly on jambo@fticonsulting.com to make them aware of your potential claim against Jambo.

If we can assist further, please do let us know. I’m sorry the update couldn’t have been more positive.

Regards,

TC

Dear former STM shareholder,

Please find an update, insofar as we are able.

As you are aware, the acquisition of STM Group PLC (“STM”) by Jambo SRC Limited (“Jambo”) included a deferred contingent element dependent on the satisfaction of certain conditions which, if satisfied, would result in Jambo issuing Deferred Consideration Units (“DCUs”) at the rate of one DCU for each STM share held immediately prior to completion of the acquisition. These DCUs would then, in turn, be exchanged for loan notes redeemable up to a maximum value of 7p per STM share. Jambo subsequently communicated to former STM shareholders, in fairly simplistic terms, that it considered the most significant conditions - being the absence of regulatory actions against STM and/or the sale of the Options Corporate Pensions Master Trust, had not been satisfied and, as a result, Jambo considered the DCUs to be worthless and hence did not issue any Loan Notes.

This opinion is disputed by a Steering Committee (formed by former STM directors, including the duly appointed DCU Representative, and two of the larger former shareholders), and having taken legal advice on the matter, the Steering Committee investigated options for recovering this element of the expected sale proceeds. It should be noted that the Jambo Board refused to engage with the Steering Committee and its legal adviser in any meaningful way.

On 5 September 2025, the entire Jambo Board, including Edi Truel, was removed and replaced by a restructuring adviser believed to be acting on behalf of the lenders that provided Jambo with the funding for the acquisition. We understand that Jambo, at the instigation of the principal lender, understood to be NatWest Bank, appointed FTI Consulting LLP, a leading corporate consultancy, to advise on options available to Jambo. Following receipt of the advice, which included an accelerated process inviting offers for the STM shares and/or some or all of the constituent businesses within the STM Group, three representatives of FTI Consulting LLP were appointed as joint administrators of Jambo on 19 December 2025 and, in turn, the shares in STM were sold to a third-party consortium established for that purpose on the same day. The maximum sale proceeds amount to £12m, including a non-refundable deposit of £2m and a deferred amount of £10m, dependent on the various regulators not objecting to the consequential change of control over the relevant regulated entities.

Unfortunately, the secured creditor balance, which is understood to amount to some £38.5m, far exceeds the maximum sale proceeds noted above, and the joint administrators have indicated that they do not expect Jambo to be in a position to make any distributions or payments to the unsecured creditors of Jambo, including the contingent deferred consideration potentially due to the former STM shareholders, given the estimated deficiency of assets of £26.5m arising after the recovery of the fixed.....TBC see next mes

Thanks for the info TenTrader, most helpful.

I have also fired off an email as suggested.

Former STM shareholders - class action group being formed in light of Edmund Truell and his company Jambo SRC Limited (“Jambo”) having written to certain former shareholders stating that there is no deferred consideration payable in respect of the acquisition by Jambo of STM.

If you were a shareholder in STM Group plc at the time of the takeover by Jambo, you should have received a Deferred Consideration Unit (“DCU”) which would be satisfied by the issuance of loan notes worth up to seven pence per DCU held, redeemable in cash in October 2025, subject to certain conditions being satisfied. The former directors of STM, including Peter Smith (the STM appointed DCU representative approved by Jambo at the time), having taken legal advice, are unanimously of the view that such additional payment is properly due and payable in full.

A steering committee has been formed, comprising Peter Smith and some larger shareholders (including Alan Kentish, former CEO of STM), which is leading the establishment of an STM shareholder class action group. All larger STM shareholders have already been contacted and are supportive of the appropriate action.

In the event that Edmund Truell and his company, Jambo, refuse to acknowledge such payment is due, then a legal action will be needed to ensure that the legal terms of the takeover are properly honoured.

If you were a shareholder in STM, or know anyone who was a shareholder in STM, please contact STM[at]walbrookpr.com

Thanks tabhair - I've sent an email to Jambo as well, asking for more details why there is no payment.

It looks like Edi Truell is trying to pull a fast one to stop the payout of the DCU's.

I got a message from my broker saying the Jambo SRC loan notes have been removed from my account as they were declared worthless.

I posted on the 29th Oct about the DUC's If I remember correctly, there's also a requirement that a Trust fund is not hit by any regulations and customer attrition, something like 1% DCU value for 4% attrition, 2% for 6% up to 7% for 10% attrition. (I think it started at 4% but could be wrong maybe 5% attrition)

The DCU's can not be held within an ISA, I'm still waiting on HL to pay for the shares as I type , but they will also issue information on the DCU's and what will happen to them.

Thanks for posting tabhair.

I posted this else. I am also expecting the full 7p from the DCU's within one year.

hxxps://www.stmgroupplc.com/docs/librariesprovider45/archive/offer/scheme-of-arrangement-documents/project-atlantic---scheme-document(143884015-1).pdf

I've been reading the scheme of arrangement document to see what comes next with the DCU's.

This is the timeline based on my reading (if I'm wrong on anything, please correct me).

First question, is what are the conditions in determining the the actual monetary pay out.

"Subject to the DCU Conditions being met, the calculation of the Loan Note Principal Value shall be based on an assessment of change in the net attrition rate of customer numbers, which means, the netting off of new customer wins against customer losses on an annualised basis across, in each case, the STM Group business during the period from 30 September 2023 until the last day of the month prior to the Effective Date."

The actual amount we will receive is based on client attrition from 30 September 2023 to 30 September 2024.

Markets were quite buoyant/stable in that period, borne out by STM's recent results. Based on that, I don't see any reason why that pay-out shouldn't be the full 7p.

Second question, when will we be informed of what we're due to be paid out?

"Bidco shall prepare and deliver to a representative appointed by STM the calculation of the Loan Note Principal Value for review no later than 15 business days after the Effective Date."

Also.

"Within 10 business days of determination of the Loan Note Principal Value referred to above, Bidco shall issue the Loan Notes, each Loan Note being in a principal amount equal to the Loan Note Principal Value."

Effective date was the 31st of October 2024. Bidco have to tell STM the valuation 15 days after the effective date. Bidco then have 10 days after that to issue the loan notes to shareholders.

In other words, we should have loan notes in our possession with the exact amount we're going to receive by the 25th of October 2024.

Final question, when will the loan notes actually pay out?

"Other than as set out below, the Loan Notes will be issued on the Loan Note Issue Date with a term which shall end on the date falling 12 months after the Effective Date (the “Final Redemption Date”)"

The loan note will pay out 1 year after the effective date. In other words, we should receive the money on the 31st of October 2025.

Still waiting for HL!

Just received my money - wasn't in my account first thing, but has now arrived.

Well done to the STM Board for getting this deal over the line.

Hopefully we will get 7p/share bonus in 1 year

I’m with HL and still (14th day) haven’t received my return. Not sure who you’re with STL, but sometimes I feel HL also seem to give the returns at the last minute. HL and other brokers have/are being investigated for practices that are not in the best interest of account holders.

It sounds as if it's only dependent on accounts being filed, not the content of the accounts. so it looks like we are finally reaching the end of this drawn out business.

The next question is what, if anything, the loan notes attached to the takeover are worth. it will be in the range of nil to 7p as I recall. That could still provide a nice little bonus for shareholders if things turn out well.

They must get Malta go ahead next week if they’ve scheduled the court hearing.

I’m not Scottish! “Well”

Wii it get over the line? They must be confident, but still waiting on Malta!

Nearly there! Hopefully.

Maybe if I make another comment like "No point in bailing now, knowing my luck it would complete in a couple of weeks!"

we may get some news.

Another extension maybe!!!!

They only extended the long stop date by 1 month (to 30 September) as opposed to 2 months previously so I think management must be confident that Malta will give the nod soon. Here's hoping!

No but now Aug is out of the way I'm sure we should hear soon. It's so under the radar, on 9/7 I picked up another tranche at 50p, oh well more good news soon hopefully.

Gibralter approval gained yesterday. Now just need Malta to approve and this will be back on.

Anybody have a view of the Malta process? I am guessing not.

It would be great to see this conclude sometime sooner rather than later.

Yep, In hindsight bad decision, should have put my money elsewhere, oh well hindsight is always 100% correct. No point in bailing now, knowing my luck it would complete in a couple of weeks!

Yup. Extension to 30 September as predicted. Never ending. I want my money!

Last!

Saying that just looked at lasted extension, that was notified at 9:45.

Surprised no RNS first thing, I know they have all day but still surprised.

I added another 2,400 today at 55p. Hoping for a quick 10% on that if the deal goes through quickly plus an interest in the residual bonds that will be issued too. But I still have a few worries about the delayed regulatory approval which is why I didn't add more.

Not one trade today (as I type). Hope we get some news soon, even if it’s one government giving the nod.

28 June today and no news on the Long Stop Date. I'm expecting an RNS in the next few hours extending it for another month or so.

That's what advancing age does! But you haven't missed anything on the STM front.

Will do, Mauritius, Hiking and Snorkelling (no longer diving). Last time there I was on a conservation project (31 years ago) under canvas for 3 months this time **** hotel!!

Enjoy your break. T20 Cricket World Cup?

I’ve decided to stay in. This may get as bad as EQLS, that ‘s extended month on month for over Six months! I’m away on my Holiday when the next day comes (wife’s told me not to be glued to the markets while we’re in the southern hemisphere, only 3 hour difference:-).

It does seem rather unusual. I imagine the reason it is taking so long is because regulatory approval is needed in at least three jurisdictions - Gibraltar, Malta and the UK. Maybe more. This can always be difficult, particularly if the purchaser is a bit skittish. So I still don't think we can consider this a 100% done deal.

Fingers crossed that we get some good news well before the end of May longstop date (although of course this can always be extended).

Never known one to take this long. Oh well patience. Just hope the 7ish p arrives at some point as well.

Slowly!

Well that 7p or close too, could be coming to us.

Hopefully we may hear something in the next 8 week! It's been going on a long time. I'd be happy with 4p+ for the DCU, but hoping for 7p.

Thanks for the information. Anything we get from the DCU is a bonus but I still think we will receive close to the full 7p.

Received this from my broker sometime ago, also told via another message that DCU’s cannot be held in ISA’s and must be transferred to a trading account within 30days.

“Jambo SRC Limited have made an offer to buy STM Group Plc for 60p cash and 1 deferred consideration unit (DCU) per share.

The DCUs may deliver up to 7p per unit in cash subject to certain conditions being satisfied. The DCUs are non-transferable and will not be listed on an exchange. If the takeover goes ahead, we will contact you with further information regarding the DCUs, once credited.”

I'm getting quoted 59.5p to buy today. That's a bit firmer than previously. I'm still wondering whether the extra 7p (from 60p guaranteed to 67p possible) will amount to anything. Perhaps the firmer price means that it will.

Soon as I bought the share price when from -2.5% to +3.27% some one sold this morning so not many shares around.

Added another £500 at 56.8p

Had this from HL “ Jambo SRC Limited have made an offer to buy STM Group Plc for 60p cash and 1 deferred consideration unit (DCU) per share.

The DCUs may deliver up to 7p per unit in cash subject to certain conditions being satisfied. The DCUs are non-transferable and will not be listed on an exchange. If the takeover goes ahead, we will contact you with further information regarding the DCUs, once credited.

Shareholders will vote on the takeover at meetings on 6 December 2023.”

Oh my overall return at 60p will be near 7%, hopefully more if that other pay out comes!

Picked up other £500 at 57.2p ok not a massive return (4%) but you would need to wait a year in a bank savings account.

I just keep adding, if you try to buy too many then It's close to 60p

I just picked up another 8,000 shares at 56.9p. Hoping for some more news soon.

60p is already a big step up from when the SP was languishing around 25p. I'm not at all clear about the additional 7p either, but let's treat that as a bonus.

So the “ Deferred Consideration Unit” could give up to 7p on top off the 60p. This seems to be for the rest of the business that’s not wanted. But how is this transparent to small shareholders, seems the selling of the other parts is being decided by the board. Oh well it could have failed to go through, happy with the 60p any more is a bonus (that’s how I’m thinking).

Paid off (I think), just need to make sense of the RNS now ;-)

Too complicated for me! i will just wait and see what happens.

There should be more news and a timetable pretty soon i think.

So no issues with regulars and this

The principal value of each Loan Note to be issued pursuant to the Loan Note Instrument will be calculated as follows:

LNPV = 7 - X

where:

LNPV =

the "Loan Note Principal Value" in pence

X =

a number between 7 and 0 and calculated on a straight-line basis dependent upon the extent to which annualised net attrition during the calculation period falls between 5% and 10% and where, for the avoidance of doubt:

annualised net attrition during the calculation period is 5% or less, X shall equal 0; and

annualised net attrition during the calculation period is 10% or more, X shall equal 7.

annualised net attrition is calculated as the net attrition during the calculation period multiplied by 12 and divided by the number of months in the calculation period.

Sorry paragraph 12 is in the RNS, and the rules but very complex as stated in the RNS. So probably as you said bonus if we get anything!

Been doing some more digging, this 7p or nil is all to do with the loan note. It seems that certain criteria needs to be met and we should know more once we see the “Scheme Document” and read paragraph 12. So the sale of the other part of the business, will that money just be taken by the buyers?

Interesting trade, where are the shares? If it was a sell have the mm’s agreed to hold them? As I just did a dummy sell quote 54p so 57p seems a very good price for that volume with low liquidity. Or was it a buy, mm’s had the shares and did a deal! Who knows. I keep testing the buy price. Haven’t set a buy order, I’ll just keep an eye on it over the next week or so.

.

Another cold shower coming upon us in two days time?

52.2p to buy today (Friday).

I left a small 50p bid open all afternoon but no takers.

I think the market was basically 46p-53p.

I might try again tomorrow.

Yes a difficult one. It does seem the the buyer has the upper hand, that's my small concern. they keep coming back with new proposals that STM seems to go "Ok". If I get a little bonus on another trade I may stick it in here. see what next week brings!

A small buy went through at 51.5p this morning. I'm tempted to buy at that price as a deal at 60p looks highly likely and there is still the chance of 67p.

Also it occurs to me that even if this deal falls through the company could very well put itself up for sale as they will have done all the due diligence rearding licensing, statutory regulations, pledged bank deposits etc.

With you, very unclear about the “non-core”. Are these cash positive or debt laden assets? I’m sure once agreed the proposal should clear things up. With the reduced offer of 3p a share would think they have some value. This morning I could buy at 61.75p so a nice little profit (didn’t buy any), but will I’ll keep an eye on it.

It's priced 55-65 currently. A huge spread. Not surprisingly there is almost no volume. But based on this morning's RNS i would think it's pretty much a done deal at 67p.

One question - what is going to happen to the 'non-core activities' not included in the deal. The RNS seems to be saying that Alan Kentish will buy these separately. So will there be a bit more cash to return to shareholders from this? it's not really clear.

Thinking about it, this is so far off the radar, later RNS last night, so today people are in the dark. On the next RNS (signed), if the buy price is under 60, I may add more. Tomorrow I’m flying to Guernsey for a couple of days so probably miss it!

Until signed there will be, but I did a very small buy at open and got some at 46.5 (it’s marked as a sell). Got some more at 55. My avg is 52, but I’ve only 1500 shares, because of the uncertainty, 50% downside and 30% upside, worth a punt. Imo.

You can still buy for less than 55p this morning which suggests there is still some uncertainty about getting the deal over the line though.

The extended 5 September deadline expires tomorrow. Further extension?

At lease they're still talking. Could go either way at any time.

The extended offer is due to expire on Tuesday (22 August) but there is no share activity at all. What does that mean? A further extension of the offer deadline perhaps?

Added today.

Hope offer goes through.

Great news! And it seems to be at a good price. Hopefully the offer will be finalised. Right now there is quite a difference between the expected offer (70p) and the share price (50p) so there must be some doubt around. I think I'll sell my shares if I can get 60p.

And finally we get some welcome news today with an expected offer of 70p. That is a very healthy premium to the 25p share price we have been seeing recently.

With today's hiccup caused by the delay with the audited accounts (hopefully it is only that) the market cap based on 24p per share has now fallen below the net cash on the balance sheet.

Agreed. Almost the entire market capitalisation is covered by cash and there is a decent dividend yield on top of this. Admittedly a large part of the cash balance is tied up for regulatory reasons but one way or another this will be unlocked one day - for example by a trade buyer - and there will be plenty to distribute.

As always seem to under deliver on results - however still making £1.7m minimum profit on £24.1m revenue. No debt, £14.0m cash held as security. Market cap is around £16m and paying 1.5p dividend (over 5% at 27p)
Eventually this will either be taken over or become a real cash cow. A hold for me.

Sorry Trading Update not results

Cash held to meet regulatory requirements but even so a 6% yield (all paid over the next 5 months) not to be sniffed at. Debt free and 91% rr. Tucked away in my ISA

The results announced today were not over exciting but net cash is now £16.8m against a market cap of £14.5m. Add to this the fact that the company is trading profitably and paying a decent dividend and it looks a good bet.

It promised an integration of acquisitions and an IT roll out backed efficiency that took significantly longer to produce than expected. They also had an interview with Simon Thomson 2-3 years ago and on the back of it he tipped them - they then warned off the plan about 4 weeks later - he gave them a damning review and that did not help sentiment.
Good profitable business but ignored by market and to be fair I have considered selling a number of times as they cant seem to deliver their own declared strategy - however good divi at this price.
NtD

This is trading near cash.
Has there been some problems historically with the company?

Failing/unprofitable businesses
Non delivery?

From balance sheet this seems cheap, just wondering if there are skeletons in the closet before i start a deep dive

confirms the undervaluation. How can this company have an EV of only £5mill? With increased focus and recurring revenues I'm very happy to go on collecting the divis. Much better than the banks.

Looks a good move selling this business. Only a £100k lost in profit for a return of £1.8m. Seems a good trade.

Hi Rich. Interesting to see that Eastmount Capital took a 3% stake on 26th Oct and last Thursday someone bought 5%+ of the company. Could an opportunistic bid (45-50p?) be on the way? I've topped up as it seems a decent each way bet.