Stm Grp. Regulatory News (STM)

 16 April 2015

STM Group Plc

("STM" or "the Company")

Loan Note Conversion Update and Issue of Equity

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."

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Notes to editors:

STM is a multi jurisdictional financial services group which is listed on the AIM Market of the London Stock Exchange. The Group specialises in the administration of assets for international clients in relation to retirement, estate and succession planning and wealth structuring.

Today, STM has operations in Gibraltar, Spain, Jersey, Malta and Cyprus. The Group is looking to expand through the development of additional products and services that its ever more sophisticated clients demand. STM has, for example, incorporated a Gibraltar Life Insurance Company, STM Life plc, which provides life insurance bonds - wrappers in which a variety of investments, including investment funds, can be held. STM has developed a specialist international pensions division which specialises in Qualifying Recognised Overseas Pension Schemes (QROPS), Qualifying Non UK Pension Schemes (QNUPS) and Employer Funded Retirement Benefit Schemes (EFRBS).

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