TIDMSTM
RNS Number : 5610S
STM Group PLC
07 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 November 2023
RECOMMED ACQUISITION
for
STM Group PLC ("STM" or the " Company " )
by
Jambo SRC Limited ("Bidco")
to be effected by means of a Court-sanctioned scheme of
arrangement under Part X of the Isle of Man Companies Act 2006
Publication of Scheme Document and Notices of Meetings
On 10 October 2023, the Boards of STM and Jambo SRC Limited
("Bidco") announced that they had agreed the terms of a recommended
offer pursuant to which Bidco will acquire the entire issued and to
be issued share capital of STM (the "Acquisition"). The Acquisition
is to be implemented by way of a Court-sanctioned scheme of
arrangement under Part X of the Isle of Man Companies Act 2006,
which requires the approval of STM Shareholders and the sanction of
the Court (the "Scheme").
Today, STM announces that a circular in relation to the Scheme
(the "Scheme Document") setting out, among other things, a letter
from the Chairman of STM, an explanatory statement providing
details about the Acquisition, the full terms and conditions of the
Scheme, an expected timetable of principal events, notices of the
Court Meeting and the Extraordinary General Meeting and details of
the actions to be taken by STM Shareholders, will be published on
STM's website at
https://www.stmgroupplc.com/recommended-offer-for-stm-group-plc
.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the Extraordinary General Meeting ( or, depending
on STM Shareholders' communication preferences, a letter or email
giving details of the website where the Scheme Document may be
accessed), will be posted today to STM Shareholders and, for
information only, made available to persons with information rights
together with details of the proposals being made to such
participants.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom time unless stated
otherwise.
Action required and notices of the Court Meeting and
Extraordinary General Meeting
As detailed further below and in the Scheme Document, in order
to become Effective, the Scheme will require, amongst other things,
the consent and/or approval of the Scheme by a majority in number
of the Independent STM Shareholders who are present and vote,
whether in person or by proxy, at the Court Meeting (or, if
applicable any separate class meeting which may be required by the
Court or at any adjournment of any such meeting) and who represent
75% or more in value of the Scheme Shares voted, and for a
requisite majority to pass the Resolutions necessary to, amongst
other things, implement the Scheme. The Scheme requires the
sanction of the Court at the Court Hearing . Implementation of the
Scheme will also require the passing of the GM Resolutions at the
Extraordinary General Meeting which is to be held immediately after
the Court Meeting. The Scheme is also subject to the satisfaction
or waiver of the Conditions and further terms that are set out in
the Scheme Document.
Notices convening the Court Meeting and the Extraordinary
General Meeting of STM, each of which will be held at the offices
of STM at 5th floor, 330 High Holborn, London WC1V 7QH on 6
December 2023, are set out in the Scheme Document. The Court
Meeting will start at 10.30 a.m. on that date and the Extraordinary
General Meeting at 10.45 a.m. or as soon thereafter as the Court
Meeting is concluded or adjourned.
The Court Meeting
The Court Meeting has been convened for 10.30 a.m. on 6 December
2023 to enable the Scheme Shareholders to consider and, if thought
fit, approve the Scheme. At the Court Meeting, voting will be by
poll and each Scheme Shareholder present in person or by proxy will
be entitled to one vote for each Scheme Share held at the Voting
Record Time. The approval required at the Court Meeting is a simple
majority in number of Independent STM Shareholders present and
voting in person or by proxy, representing not less than 75% in
value of the Scheme Shares held by those Independent STM
Shareholders present and voting in person or by proxy.
At the Court Meeting, it is particularly important that as many
votes as possible are cast so that the Court may be satisfied that
there is a fair and reasonable representation of Scheme
Shareholders' opinion. Independent STM Shareholders are therefore
strongly urged to complete, sign and return their Form of Proxy (or
appoint a proxy electronically) or to appoint a proxy through the
CREST electronic proxy appointment service (as appropriate) as soon
as possible.
Extraordinary General Meeting
In addition, the Extraordinary General Meeting has been convened
for the same date (to be held immediately after the Court Meeting)
to consider and, if thought fit, pass the Rule 16 Resolution (which
requires a vote on a poll in favour of not less than a majority of
the votes cast in person or by proxy) and the Other GM Resolution
to implement the Acquisition (which requires a vote in favour of
not less than 75% of the votes cast in person or by proxy) to
approve:
-- the authorisation of the Independent STM Directors to take
all such actions as they may consider necessary or appropriate to
give effect to the Scheme; and
-- the amendment of the articles of association of STM in the
manner described in the Scheme Document.
The vote of the STM Shareholders and the Independent STM
Shareholders (as applicable) at the Extraordinary General Meeting
will be held by way of a poll. Each holder of STM Shares who is
entered on STM's register of members at the Voting Record Time and
is present in person or by proxy will be entitled to one vote for
each STM Share so held, however, only the Independent STM
Shareholders will be entitled to vote on the Rule 16
Resolution.
Action Required
Scheme Shareholders are encouraged to submit proxy appointments
and instructions for the Court Meeting and the Extraordinary
General Meeting as soon as possible using any of the methods set
out in the Scheme Document. Scheme Shareholders are also encouraged
to appoint the Chair of the relevant Meeting as their proxy.
Recommendation
The Independent STM Directors, who have been advised by
Cavendish as to the financial terms of the Acquisition, unanimously
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Independent STM Directors, Cavendish
has taken into account the commercial assessments of the
Independent STM Directors. Cavendish is providing independent
financial advice to the Independent STM Directors for the purposes
of Rule 3 of the Code.
Accordingly, the Independent STM Directors recommend unanimously
that Independent STM Shareholders vote in favour of the Scheme at
the Court Meeting and the GM Resolutions to be proposed at the
Extraordinary General Meeting. Therese Neish (being the only
Independent STM Director holding STM Shares, directly or
indirectly) has irrevocably undertaken to do the same in respect of
her own entire beneficial holdings of 492,756 STM Shares
representing, in aggregate, approximately 0.83% of the STM Shares
in issue on the Latest Practicable Date and approximately 0.94% of
STM Shares (excluding STM Shares held by the MBO Shareholders) in
issue on the Latest Practicable Date.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this Announcement.
The Scheme can only become Effective if all Conditions to the
Scheme, including the requisite shareholder approvals and the
sanction of the Court, have been satisfied (unless, where
applicable, the relevant Condition is waived). The Scheme will
become Effective upon a certified copy of the Court Order, together
with a copy of the Scheme and all documents required to be annexed
thereto (if any), being delivered to the Companies Registry and the
Companies Registry registering such documents on STM's file.
Subject to the sanction of the Scheme by the Court, this is
expected to occur in the second quarter of 2024. If the Scheme does
not become Effective by the Long Stop Date, the Scheme will not
become Effective and the Acquisition will not proceed (unless STM
and Bidco otherwise agree and the Panel otherwise consents).
STM will make further announcements through a Regulatory
Information Service, with such announcements also being made
available on STM's website at
https://www.stmgroupplc.com/recommended-offer-for-stm-group-plc in
relation to the expected timetable as appropriate, including in
respect any changes to the key dates and the regulatory approvals
and authorisations upon which the Acquisition is conditional.
Cancellation of admission to trading on AIM
Shortly before the Effective Date, an application will be made
to the London Stock Exchange for the admission of the STM Shares to
trading on AIM to be cancelled by 7.30 a.m. on the business day
following the Effective Date without seeking separate approval of
STM Shareholders under Rule 41 of the AIM Rules. The last day of
dealings in, and for registration of transfers of, STM Shares is
expected to be the business day before the Effective Date with all
dealings in STM Shares suspended at 7.30 a.m. on the Effective
Date. No transfers of STM Shares will be registered after this
date.
It is intended that cancellation of admission to trading of STM
Shares on AIM will take effect by 7.30 a.m. on the business day
following the Effective Date. By 7.00 a.m. on the business day
following the Effective Date, share certificates in respect of
Scheme Shares will cease to be valid. In addition, entitlements to
Scheme Shares held within the CREST system will be cancelled by
7.00 a.m. on the business day following the Effective Date.
Additional Information
If you have any questions in relation to this Announcement, the
Scheme Document, the Court Meeting or the Extraordinary General
Meeting, or the completion and return of the Forms of Proxy, or how
to submit proxies electronically, please telephone the shareholder
helpline operated by Computershare 0370 707 4040 or on +44 370 707
4040 from outside the UK (calls to this number from outside the UK
will be charged at the applicable international rate). The helpline
is open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that
Computershare cannot provide any financial, legal or tax advice nor
provide any advice on the merits of the Scheme and calls may be
recorded and monitored for security and training purposes.
Enquiries:
STM via Walbrook PR
Nigel Birrell
Cavendish Capital Markets Limited (Financial
Adviser, Nominated Adviser and Broker
to STM) +44 20 7220 0500
Matt Goode / Emily Watts / Henrik Persson
/ Abigail Kelly / Trisyia Jamaludin (Corporate
Finance)
Tim Redfern (ECM)
Walbrook PR (PR Adviser to STM) +44 (0) 20 7933 8780
Tom Cooper +44 (0) 797 122 1972
STM@walbrookpr.com
Pension SuperFund Capital edmund.truell@psf.capital
Edmund Truell
Davy Capital Markets UK (Financial Adviser
to Pension SuperFund Capital and Bidco) +44 20 7448 8870
Will Smith / Graham Hertrich / Andrew
Beswick
(Corporate Finance)
EQ Corp (PR Adviser to Pension SuperFund
Capital and Bidco) +44 (0) 20 7223 1100
James Culverhouse +44 (0) 7912 508 322
James.culverhouse@eqcorp.com
Simpson Thacher & Bartlett LLP is retained as legal adviser
to Pension Superfund Capital and Bidco.
Pinsent Masons LLP is retained as legal adviser to STM.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Expected time/date
Publication of the Scheme Document 7 November 2023
Latest time for lodging Forms of Proxy
and registering proxy appointments through
CREST for the:
Court Meeting (blue Form of Proxy) 10.30 a.m. on 4 December
2023(1)
Extraordinary General Meeting (yellow 10.45 a.m. on 4 December
Form of Proxy) 2023(2)
Voting Record Time for the Court Meeting 6.00 p.m. on 4 December
and the Extraordinary General Meeting 2023(3)
Court Meeting 10.30 a.m. on 6 December
2023
Extraordinary General Meeting 10.45 a.m. on 6 December
2023(4)
The following dates and times are indicative
only and are subject to change(5)
Court Hearing A date (D) to be determined
following the satisfaction
or (if capable of waiver)
waiver of the Conditions
set out in Part 3 (Conditions
to the implementation
of the Scheme and to
the Acquisition) of
this document
Last day of dealings in, or for registration D+1 business day
of transfers of, and disablement in CREST
of, STM Shares
Scheme Record Time 6.00 p.m. on D+1 business
day
Dealings in STM Shares suspended 7.30 a.m. on D+2 business
days
Expected Effective Date of the Scheme D+2 business days
Cancellation of admission to trading of, By 7.30 a.m. on D+3 business
and dealings in, STM Shares on AIM days
Latest date for despatch of cheques and within 14 days of the
crediting of CREST for Cash Consideration Effective Date
due under the Scheme
Latest date for despatch of certificates within 14 days of the
in respect of DCUs to each DCU Holder Effective Date
Long Stop Date 28 May 2024(6)
______________
Notes :
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting or, if the Court Meeting is adjourned, 48
hours prior to the time fixed for any adjourned Court Meeting
(excluding any part of a day that is not a business day). Blue
Forms of Proxy for the Court Meeting not lodged by this time may be
presented to the Computershare representative who will be present
at the Court Meeting, any time prior to the commencement of the
Court Meeting (or any adjournment thereof).
(2) Yellow Forms of Proxy for the Extraordinary General Meeting
must be lodged not later than 48 hours before the time appointed
for the Extraordinary General Meeting or, if the Extraordinary
General Meeting is adjourned, 48 hours prior to the time fixed for
the adjourned Extraordinary General Meeting (excluding any part of
a day that is not a business day). Yellow Forms of Proxy for the
Extraordinary General Meeting not lodged by this time will be
invalid.
(3) If either the Court Meeting or the Extraordinary General
Meeting is adjourned, the Voting Record Time for the relevant
adjourned meeting will be 6.00 p.m. on the day which is two days
before the date of the adjourned meeting.
(4) Or as soon as the Court Meeting shall have concluded or been adjourned.
(5) These times and dates are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a certified copy of the Court
Order, together with a copy of the Scheme and all documents
required to be annexed thereto (if any), is delivered to the
Companies Registry and the Companies Registry registering such
documents on STM's file.
(6) This is the latest date by which the Scheme may become
Effective unless Bidco and STM agree (with the Panel's consent and
as the Court may approve (if such consent and/or approval is
required)) a later date.
All references above to times are to London time unless
otherwise stated. The dates and times given are indicative only and
are based on STM's current expectations and may be subject to
change. If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to STM Shareholders by
announcement through a Regulatory Information Service with such
announcement being made available on STM's website at
https://www.stmgroupplc.com/recommended-offer-for-stm-group-plc.
IMPORTANT NOTICES
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for STM and for no one else
in connection with the Acquisition and/or any other matter referred
to in this Announcement and will not be responsible to anyone other
than STM for providing the protections afforded to its clients or
for providing advice in relation to the Acquisition, the contents
of this Announcement, or another other matters referred to in this
Announcement. Neither Cavendish nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish in connection with this
Announcement, any statement or other matter or arrangement referred
to herein or otherwise.
Davy Capital Markets UK is a trading name of J & E Davy (UK)
Limited. J & E Davy (UK) Limited is authorised and regulated by
the Financial Conduct Authority. J & E Davy (UK) Limited is a
Davy Group company and also a member of the Bank of Ireland Group.
J & E Davy (UK) Limited is acting for Pension SuperFund Capital
and Bidco in relation to the matters described in this Announcement
and is not advising any other person, and accordingly will not be
responsible to anyone other than Pension SuperFund Capital and
Bidco for providing the protections afforded to its clients or for
providing advice in relation to the matters described in this
Announcement.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document (or in the event that
the Acquisition is to be implemented by means of a Takeover Offer,
the takeover offer document) which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document
(or in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the takeover offer document).
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law and Isle of Man law, the
Takeover Code, the Aim Rules and MAR and the information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom or the Isle of Man.
Nothing in this Announcement should be relied on for any other
purpose.
STM and Bidco urge STM Shareholders to read the Scheme Document
(or, if the Transaction is implemented by way of an Offer, the
Offer Document) carefully because it will contain important
information relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or the Isle of Man may
be restricted by law and/or regulations. Persons who are not
resident in the United Kingdom or the Isle of Man or who are
subject to the laws and regulations of other jurisdictions should
inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws or regulations in that
jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in those jurisdictions. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), such
Takeover Offer may not be made available directly or indirectly,
into or from or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The availability of the Acquisition to STM Shareholders who are
not resident in the United Kingdom or the Isle of Man (and, in
particular, their ability to vote their Scheme Shares with respect
to the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf) may be affected
by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom or the
Isle of Man should inform themselves of, and observe, any
applicable requirements, as any failure to comply with such
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. The Acquisition shall
be subject to the applicable requirements of the Companies Act, the
Court, the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Rules. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
Isle of Man company by means of a scheme of arrangement provided
for under Part X of the Companies Act. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements
and practices applicable to schemes of arrangement involving a
target company incorporated in the Isle of Man admitted to trading
on AIM, which are different from the disclosure requirements of the
US under the US proxy solicitation and tender offer rules. The
financial information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with accounting standards applicable in the Isle of Man and the UK
and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
US.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disproved or passed
judgment upon the fairness or the merits of the Acquisition or
determined if this Announcement is adequate, accurate or
complete.
If Bidco were to elect to implement the Acquisition by means of
a Takeover Offer, such Takeover Offer would be made in compliance
with applicable US laws and regulations, including to the extent
applicable Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and in accordance with the Takeover Code. Such a
takeover would be made in the United States by Bidco and no one
else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for United States federal
income tax purposes and under applicable United States state and
local, as well as foreign and other, tax laws. Each STM Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
It may be difficult for US holders to enforce their rights and
any claims arising out of the US federal securities laws, since STM
is located in a country other than the US, and all of its officers
and directors are residents of countries other than the US. US
holders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5 under the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to
purchase, shares in STM outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and will comply with applicable
law, including to the extent applicable the US Exchange Act. Any
information about such purchases or arrangements to purchase will
be disclosed as required in the United Kingdom, will be reported to
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com . This
information will also be publicly disclosed in the US to the extent
that such information is made public in the UK.
Forward Looking Statements
This Announcement (including information incorporated by
reference in the Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and STM
contain certain statements, beliefs or opinions, with respect to
the financial condition, results of operations and business of
Bidco and STM which are or may be deemed to be "forward looking
statements". These forward-looking statements can be identified by
the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "envisage", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar
meaning. These statements are based on assumptions and assessments
made by STM and/or Bidco, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this
Announcement could cause actual results and developments to
differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given by STM and Bidco that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Wider Bidco Group or
STM Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above. Neither STM nor Bidco
nor Pension SuperFund Capital assumes any obligation and STM and
Bidco and Pension SuperFund Capital disclaim any intention or
obligation, to update or correct the information contained in this
Announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law or regulation
(including under the AIM Rules).
EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE
FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS
OF STM, PENSION SUPERFUND CAPITAL OR BIDCO OR THEIR RESPECTIVE
FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN
AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT
EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. THERE
ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS
ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC,
BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE
EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING
STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH
FACTORS. NEITHER BIDCO NOR STM, NOR ANY OF THEIR RESPECTIVE
ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY
REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE
EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.
No Profit Forecasts, Estimates or Quantified Benefits
Statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for STM for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for STM.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree
company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by STM Shareholders and other relevant persons
for the receipt of communications from STM may be provided to Bidco
during the Offer Period as requested under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code shall be made available
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on STM'S website at
https://www.stmgroupplc.com/possible-offer-for-stm-group-plc b y no
later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of this
website are not incorporated into and do not form part of this
Announcement .
STM Shareholders may request hard copies of this Announcement by
contacting Computershare Investor Services (Jersey) Limited at 13
Castle Street, St. Helier, Jersey Channel Islands, JE1 1ES or on
+44 (0370) 707 4040 between 9:00 a.m. and 5:00 p.m. (London time)
Monday to Friday (public holidays excepted). Calls to this number
from persons who are not resident in Jersey are charged at the
applicable international rate. Calls from a mobile device may incur
network extras.
STM Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If an STM Shareholder has
received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor accountant or independent financial adviser
duly authorised under the Financial Services and Markets Act 2000
(as amended) if you are a resident in the United Kingdom or, if
not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAFSSESMEDSEIF
(END) Dow Jones Newswires
November 07, 2023 02:00 ET (07:00 GMT)
Stm (LSE:STM)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Stm (LSE:STM)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024
