TIDMSTM
RNS Number : 9057V
STM Group PLC
06 December 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
6 December 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
Results of Court Meeting and Extraordinary General Meeting held
on 6 December 2023
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 (the
"Scheme").
A circular in relation to the Scheme (the "Scheme Document")
including, among other things, notices of the Court Meeting and the
Extraordinary General Meeting, was published by STM and made
available to STM shareholders on 7 November 2023. 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 otherwise stated.
The board of STM is pleased to announce that at the Court
Meeting and the Extraordinary General Meeting, each held earlier
today in connection with the Acquisition:
-- a majority in number of Independent STM Shareholders present
and voting, representing not less than 75 per cent. in value of the
Scheme Shares held by the Independent Shareholders, voted in favour
of the resolution to approve the Scheme at the Court Meeting;
-- the Other GM Resolution required to implement the Scheme, as
set out in the notice of the Extraordinary General Meeting, was
duly passed by STM Shareholders without amendment, representing not
less than 75 per cent. of the votes cast at the Extraordinary
General Meeting; and
-- the Rule 16 Resolution to approve the MBO Sale, as set out in
the notice of the Extraordinary General Meeting, was duly passed
without amendment by Independent STM Shareholders, representing
more than 50 per cent. of votes cast at the Extraordinary General
Meeting.
and accordingly, the Scheme was approved.
Details of the resolutions passed are set out in the notices of
the Court Meeting and Extraordinary General Meeting in Parts 10 and
11 (respectively) of the Scheme Document, which is available on
STM's website at
https://www.stmgroupplc.com/recommended-offer-for-stm-group-plc
.
The total number of STM Shares in issue at the Voting Record
Time was 59,408,088. No STM Shares were held in treasury.
Consequently, the total voting rights in STM at the Voting Record
Time were 59,408,088. In respect of the STM Shares entitled to be
voted by the Independent STM Shareholders, the total number of STM
Shares (excluding STM Shares held by the MBO Shareholders) was
52,329,188 at the Voting Record Time.
The detailed voting results in relation to the Court meeting and
the Extraordinary General Meeting are summarised below and this
Announcement will be posted on STM website at
https://www.stmgroupplc.com/recommended-offer-for-stm-group-plc
Voting results of the Court Meeting
The results of the poll at the Court Meeting are set out in the
table below. Independent STM Shareholders present and voting in
person or by proxy were entitled to one vote for each Scheme Share
held at the Voting Record Time at the Court Meeting.
Number % of Scheme Number of % of Scheme Number Number
of Scheme Shares Scheme Shareholders Shareholders of Scheme of Scheme
Shares voted who voted who voted Shares Shares
voted voted as voted
a % of as %
the issued of the
share capital entire
entitled issued
to be voted share
on the capital
Scheme
(being
the issued
share capital
excluding
the MBO
Shares)
For 36,130,078 99.99 34 89.5 69.04 60.82
----------- ------------ --------------------- -------------- --------------- -----------
Against 4,855 0.01 4 10.5 0.01 0.01
----------- ------------ --------------------- -------------- --------------- -----------
Total 36,134,933 100 35* 100 69.05 60.83
----------- ------------ --------------------- -------------- --------------- -----------
*The total number of Scheme Shareholders voting for and against
the resolution exceeds the total the total number of Scheme
Shareholders who voted as 4 registered members gave instructions
for votes to be cast in favour of the resolution in respect of part
of their holding of Scheme Shares and against the resolution in
respect of another part of their holding.
Voting results of the Extraordinary General Meeting
The results of the polls at the Extraordinary General Meeting
are set out in the table below. In relation to the Other GM
Resolution required to implement the Scheme, the STM Shareholders
present and voting in person or by proxy were entitled to one vote
per STM Share held at the Voting Record Time at the Extraordinary
General Meeting. In relation to the Rule 16 Resolution to approve
the MBO Sale, the Independent STM Shareholders present and voting
in person or by proxy were entitled to one vote per STM Share held
at the Voting Record Time at the Extraordinary General Meeting:
Other GM Resolution (Special Resolution)
Number of STM % of STM Shares Number of STM Shares
Shares voted voted voted as a % of
the issued ordinary
share capital*
For 43,669,017 99.99 73.51
-------------- ---------------- ---------------------
Against 4,855 0.01 0.01
-------------- ---------------- ---------------------
Withheld* - - -
-------------- ---------------- ---------------------
Total 43,673,872 100 73.52
-------------- ---------------- ---------------------
Rule 16 Resolution (Ordinary Resolution)
Number of STM % of STM Shares Number of STM Shares
Shares voted voted voted as a % of
the issued ordinary
share capital entitled
to be voted in
respect of the
Scheme (being the
issued share capital
excluding the MBO
Shares) *
For 36,590,117 99.99 61.59
-------------- ---------------- ------------------------
Against 4,855 0.01 0.01
-------------- ---------------- ------------------------
Withheld* 7,078,900 - -
-------------- ---------------- ------------------------
Total 36,594,972 100 61.60
-------------- ---------------- ------------------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
Resolution.
Certain of the percentages set out in the tables above have been
rounded. As a result of such rounding, the totals of percentages
presented in these totals may vary slightly from the actual
arithmetical totals of such percentages.
Next Steps
The outcome of today's Court Meeting and Extraordinary General
Meeting means that Conditions 1.1 and 1.2 (as set out in Part Three
of the Scheme Document) have been satisfied. The Acquisition
remains subject to the satisfaction or (where capable of being
waived) waiver of the other Conditions to the Acquisition (as set
out in Part Three of the Scheme Document), including the Regulatory
Conditions. This includes BidCo reserving the right to waive the
completion of the MBO Sale as a condition to the Acquisition. 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.
The expected timetable of principal events remains as set out on
pages 9 and 10 of the Scheme Document. The dates and times are
indicative only and are subject to change. It is currently expected
that the Scheme will become Effective in the second quarter of
2024. If the Scheme does not become Effective by the Long Stop Date
(being 28 May 2024 or such later date as may be agreed in writing
by Bidco and STM (with the Panel's consent and as the Court may
approve (to the extent such approval/consent is required)), 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.
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
(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.
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.
This announcement contains inside information in relation to STM
for the purposes of Article 7 of the Market Abuse Regulation. The
person responsible for arranging the release of this announcement
on behalf of STM is Alex Small (Company Secretary).
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 or her 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.
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