Stm Grp. Regulatory News (STM)

15 May 2014

STM Group Plc

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

Update on Convertible Loan Notes

STM Group Plc (AIM:STM), the multi-jurisdictional financial services group, provides an update in relation to the issue of new convertible loan notes.

On 11 March 2014, STM announced that it had agreed terms for the issue by the Company of £3.8 million of new convertible loan notes ("2014 Loan Notes") which were to replace the £3.5 million convertible loan notes which were due to be repaid on 19 March 2014 ("2010 Loan Notes"). The Company has since repaid the 2010 Loan Notes and has issued £2.6 million of 2014 Loan Notes to certain holders of the 2010 Loan Notes. The 2014 Loan Notes have the same terms as set out in the announcement of 11 March 2014, namely they have a fixed term of 2 years, have a sign on fee of 1% payable to subscribers and carry an annual coupon of 7%, payable half yearly. The 2014 Loan Notes can be converted into new ordinary shares of 0.1p each in the Company ("Ordinary Shares") at a price of 26p per Ordinary Share at the option of the holders following the release of the Company's preliminary results for the year ended 31 December 2014. Any Loan Notes not converted into new Ordinary Shares at that date will run to term. The 2014 Loan Notes are secured against all the assets of the Group.

The repayment of the 2010 Loan Notes and subsequent issue of the 2014 Loan Notes provides the Company with the working capital it requires whilst reducing the level of debt in the Company.

Clifton Participations Inc ("Clifton"), as trustee of the Perros Trust, of which Alan Kentish, a director of the Company, is a potential beneficiary, has subscribed for £225,000 of 2014 Loan Notes. Hearth Investments Limited, of which Michael Riddell, non executive director of STM, is a director, has subscribed for £700,000 2014 Loan Notes.

The subscription for 2014 Loan Notes and payment of the sign-on fee to Clifton and Hearth Investments Limited (as a substantial shareholder), constitute related party transactions under Rule 13 of the AIM Rules for Companies. The Directors (with the exception Alan Kentish and Mike Riddell), having consulted with the Company's Nominated Adviser, finnCap Limited, consider that the terms of the transactions are fair and reasonable insofar as the Company's shareholders are concerned.

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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 and made its first acquisition in 2007. The Group specialises in estate and succession planning and wealth structuring for high net worth individuals and their families. STM's clients include entrepreneurs, celebrities, sports stars and affluent retirees.

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