Stm Grp. Regulatory News (STM)

8 Jun 2007 07:01

STM Group PLC08 June 2007 Press Release 8 June 2007 STM Group Plc ("STM", "the Company" or "the Group") Acquisition of Atlas Group Limited STM Group Plc (AIM:STM), the cross border financial services provider, ispleased to announce the conditional acquisition of the Atlas Group of companies("Atlas"), for a maximum consideration of up to £0.65 million ("theAcquisition"), subject to approval by the Gibraltar Financial ServicesCommission ("GFSC"). Established in 1995, Atlas is a privately held corporate and trustee serviceprovider ("CTSP") based in Gibraltar. Atlas has grown its client base steadilyover the last 10 years and as at 31 December 2006, Atlas managed approximately60 companies and 30 trusts. Of the companies managed, a large proportion aredomiciled in Gibraltar and involved in real estate related activity. Atlas reported audited revenues of approximately £0.3 million in each of itslast three years ended 31 December and an average annual net profit (beforeproprietors' dividend payments) of approximately £0.1 million over the sameperiod. As at 31 December 2006, Atlas's audited net assets were approximately£0.4 million (including a leasehold property which is not part of theAcquisition). Atlas is expected to be quickly and seamlessly integrated into the operations ofSTM's first acquisition, STM Fidecs, which is also based in Gibraltar, enablingan immediate rationalisation of combined overheads. STM is acquiring Atlas for a maximum consideration of £0.65 million in a mixtureof cash and ordinary shares of 0.1p in the Company ("Ordinary Shares"). Theconsideration is made up of fixed consideration of £0.55 million ("FixedConsideration"), and additional consideration of up to £0.1 million ("AdditionalConsideration"), payable on the achievement of certain milestones over the 12month period from completion and payable 15 months from completion. The Fixed Consideration is to be satisfied as to £0.33 million in cash (part ofwhich is subject to retention for 13 months), payable on completion out of STM'sexisting cash resources, and the issue to the vendor of 371,622 new OrdinaryShares ("Fixed Consideration Shares") at the theoretical average mid-marketprice per Ordinary Share of 59.2p, being the average closing mid-market priceper Ordinary Share over the ten (10) business days prior to completion. TheFixed Consideration Shares will be subject to lock-in provisions for 15 monthsfrom completion. The Additional Consideration is also to be satisfied in a mixture of cash andnew Ordinary Shares up to a maximum of £0.06 million in cash and the issue of upto 67,568 new Ordinary Shares ("Additional Consideration Shares"). The Fixed Consideration Shares represent approximately 1.0 per cent. of theCompany's existing issued ordinary share capital and following their issue, theCompany will have 35,586,622 Ordinary Shares in Issue. Accordingly, applicationwill be made to the London Stock Exchange for the Fixed Consideration Shares tobe admitted to trading on AIM once approval has been received from the GFSC,with Admission effective and dealings in the Fixed Consideration Shares tocommence shortly thereafter. Application will be made to the London StockExchange for the Additional Consideration Shares to be admitted to trading onAIM once the number of Additional Consideration Shares has been determined basedupon certain performance milestones being met. Commenting on the acquisition, Tim Revill, Chief Executive Officer of STM GroupPlc, said: "We are delighted with the acquisition of Atlas, STM's firstacquisition as a public company, and coming only a few months after oursuccessful IPO. Atlas provides an excellent complementary fit to the Group bybringing with it a good portfolio of clients which can be easily integrated intoour existing Gibraltar operations with little or no duplication. "We expect Atlas to be immediately earnings enhancing to the Group and it allowsus to continue to develop and expand the STM Fidecs brand in Gibraltar. Tradingfor the year is on track and we look forward to providing an update to themarket next month on trading to 30 June 2007." - Ends - For further information, please contact:STM Group Plc Tim Revill, Chief Executive Officer Tel: 00 350 51610Matt Wood, Non-executive director Tel: +44 (0) 20 7752 0215 www.stmgroupplc.comDaniel Stewart & Co. PlcLindsay Mair / Tessa Smith Tel: +44 (0) 20 7776 6550 Media enquiries:AbchurchHenry Harrison-Topham / Charlie Jack Tel: +44 (0) 20 7398 7706henry.ht@abchurch-group.com www.abchurch-group.com Notes to editors STM was formed in 2007 specifically to become a leading financial services groupoperating in the Corporate and Trustee Service Provider (CTSP) sector. TheCompany listed on the AIM market of the London Stock Exchange on 28 March 2007.The traditional business of CTSPs is to administer and manage personal, familyand commercial assets and income streams in tax efficient jurisdictions. TheCompany's aim is to grow through acquiring and consolidating high qualityexisting CTSPs which offer complementary products and services and that operatein complementary tax efficient jurisdictions to those provided by STM's firstacquisition, the Gibraltar based CTSP, Fidecs Group Limited ("Fidecs"). Fidecswas acquired by STM upon its Admission to AIM and changed its name to STMFidecs. STM Fidecs is one of the largest financial services firms in Gibraltar andemploys 80 people. It specialises in financial planning for both High Net Worthindividuals ("HNWI") moving to work, living or retiring overseas or makingcross-border investments, and for entrepreneurial, predominantly, owner-managedbusinesses, expanding into or re-locating to other, frequently lower tax,jurisdictions. It also includes an insurance management division, specialisingin providing set up and management services to newly formed insurance companiesoperating out of Gibraltar. In the year ended 31 December 2006, Fidecs reportedturnover of £5 million with post tax profit of £1.7 million. The CTSP market is fragmented in nature, comprising a small number of very largeinternational financial services groups and a large number of relatively smalltrust and company management businesses regulated by, and operating out of,single offshore jurisdictions. The HNWI market, a key market for CTSPs, hascontinued to expand strongly, due to buoyant stock markets, rising house pricesand global economic growth. Leading surveys estimated that aggregate global highnet worth wealth, would grow to US$40 trillion by 2008, an increase of some 40per cent. over 2004. Further information on STM Group can be found at www.stmgroupplc.com This information is provided by RNS The company news service from the London Stock Exchange