Stm Grp. Regulatory News (STM)

13 Jul 2009 07:00



STM Group Plc

("STM", "the Company" or "the Group")

Acquisition of The Citadel Group of Companies

STM Group Plc (AIM:STM), the cross border financial services provider, is today pleased to announce the conditional acquisition of the Luxembourg based Citadel Group of Companies and associated companies ("Citadel"), for a maximum consideration of up to €1.88 million ("the Acquisition"), subject to approval by the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF"). Approval is anticipated in September 2009.

Set up in 1992, Citadel is a group of seven companies centered on Luxembourg and providing corporate and trustee services ("CTS") to a predominantly northern European and South African client base. Citadel has an established client base which, as at 31 December 2008, was made up of 170 companies and 33 trusts, and trades predominantly under the "Citadel" brand. The companies managed by Citadel specialise in real estate, consultancy, marine and aircraft management and general investment services, with a significant proportion of its activities being domiciled in Luxembourg.

In the year ended 31 December 2008, Citadel reported revenues of approximately €1.13 million and a profit after tax of approximately €0.40 million. As at 31 December 2008, Citadel had net assets of approximately €0.70 million.

Citadel has a strong team of well qualified directors and staff, giving STM an excellent platform in Luxembourg from which to expand its product and service offerings. 

The acquisition of Citadel is expected to be immediately earnings enhancing to the Group. STM also considers it to be a strategic step in increasing the Group's international footprint. As a jurisdiction, Luxembourg is an important financial hub providing innovative financial products which are complemented by an extensive network of double tax treaties. 

The maximum consideration of up to €1.88 million is made up of a fixed consideration of €0.98 million ("Fixed Consideration") and variable consideration of up to €0.90 million ("Variable Consideration").

The Fixed Consideration comprises €0.72 million payable on completion and is to be satisfied as to €0.44 million in cash (out of the Group's existing cash resources), and €0.28 million through the issue to the vendor of 604,699 new Ordinary Shares ("Consideration Shares") at 40p per Ordinary Share, being the average closing mid-market price per Ordinary Share over the 10 business days immediately prior to the date on which the sale and purchase agreement for the Acquisition was signed. The Consideration Shares will be subject to lock-in provisions for 15 months from the date of allotment. The balance of the Fixed Consideration of €0.26 million is payable fifteen months after completion.

The Variable Consideration is conditional upon Citadel achieving certain performance targets over the remainder of 2009, 2010 and 2011 and is to be satisfied in a mixture of cash (65 per cent.) and new Ordinary Shares (35 per cent.). Any new Ordinary Shares issued as part of the Variable Consideration will also be subject to lock-in provisions for 15 months from the date of allotment.

The Consideration Shares represent approximately 1.4 per cent. of the Company's existing issued ordinary share capital and, following their issue, the Company will have 43,358,775 Ordinary Shares in issue. Accordingly, application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM once approval has been received from the CSSF, with admission and dealings in the Consideration Shares expected to commence shortly thereafter.

Simon Baker, the CEO of Citadel commented: "We at Citadel are all delighted to be joining the STM Group. Luxembourg has a fundamental part to play in International Tax and Corporate structuring and being part of such a significant player in the cross border financial sector, such as STM, will enable our full potential to be realised. We are looking forward to enjoying the benefits of participating in a much larger and more diverse publicly quoted financial group and to be able to provide an even better quality of service to our clients."

Commenting on the transaction, Tim Revill, Chief Executive Officer of STM Group Plc, said: 

"We are delighted to be able to welcome Citadel into the Group. Citadel provides an excellent complementary fit by bringing with it an established portfolio of clients, strong and innovative management and a good pipeline of new work. Furthermore, the wider Group will benefit from access to distribution channels into new jurisdictions, all of which should be easily integrated and exploited within our existing operations with little or no duplication. 

We expect the acquisition of Citadel to be immediately earnings enhancing to the Group and it allows us to continue to develop and expand the STM brand into key European jurisdictions".

- Ends - 

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Notes to editors

STM was formed in 2007 specifically to become a leading financial services group operating in the Corporate and Trustee Service Provider (CTSP) sector. The Company listed on the AIM market of the London Stock Exchange in March 2007. The traditional business of CTSPs is to administer and manage personal, family and commercial assets and income streams in tax efficient jurisdictions. The Company's aim is to grow through acquiring and consolidating high quality existing CTSPs which offer complementary products and services and that operate in complementary tax efficient jurisdictions to those provided by STM's first acquisition, the Gibraltar based CTSP, Fidecs Group Limited ("Fidecs"). 

Fidecs is the second largest financial services firm in Gibraltar and employs over 101 people. It specialises in financial planning for both High Net Worth individuals ("HNWI") moving to work, living or retiring 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 an insurance management division, specialising in providing set up and management services to newly formed insurance companies operating out of Gibraltar

In June and August 2007 STM acquired two Gibraltar based CTS providers, the Atlas Group of companies and Parliament Corporate Services Limited. These two acquisitions further consolidated STM's leading position in Gibraltar. The Group expanded into the Channel Islands in December 2007, with the purchase of Compagnie Fiduciaire Trustees Limited. In June 2008, STM increased its presence in the Channel Islands with the acquisition of St George Financial Services Limited. For the year ending, 31 December 2008, STM Group reported revenue of £9.19 million with pre tax profit of £2.84 million 

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, a single jurisdiction. 

Further information on STM Group can be found at www.stmgroupplc.com