Acquisition

STM Group PLC
08 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, is
pleased to announce the conditional acquisition of the Atlas Group of companies
('Atlas'), for a maximum consideration of up to £0.65 million ('the
Acquisition'), subject to approval by the Gibraltar Financial Services
Commission ('GFSC').

Established in 1995, Atlas is a privately held corporate and trustee service
provider ('CTSP') based in Gibraltar. Atlas has grown its client base steadily
over the last 10 years and as at 31 December 2006, Atlas managed approximately
60 companies and 30 trusts. Of the companies managed, a large proportion are
domiciled in Gibraltar and involved in real estate related activity.

Atlas reported audited revenues of approximately £0.3 million in each of its
last three years ended 31 December and an average annual net profit (before
proprietors' dividend payments) of approximately £0.1 million over the same
period. As at 31 December 2006, Atlas's audited net assets were approximately
£0.4 million (including a leasehold property which is not part of the
Acquisition).

Atlas is expected to be quickly and seamlessly integrated into the operations of
STM's first acquisition, STM Fidecs, which is also based in Gibraltar, enabling
an immediate rationalisation of combined overheads.

STM is acquiring Atlas for a maximum consideration of £0.65 million in a mixture
of cash and ordinary shares of 0.1p in the Company ('Ordinary Shares').  The
consideration is made up of fixed consideration of £0.55 million ('Fixed
Consideration'), and additional consideration of up to £0.1 million ('Additional
Consideration'), payable on the achievement of certain milestones over the 12
month period from completion and payable 15 months from completion.

The Fixed Consideration is to be satisfied as to £0.33 million in cash (part of
which is subject to retention for 13 months), payable on completion out of STM's
existing cash resources, and the issue to the vendor of 371,622 new Ordinary
Shares ('Fixed Consideration Shares') at the theoretical average mid-market
price per Ordinary Share of 59.2p, being the average closing mid-market price
per Ordinary Share over the ten (10) business days prior to completion. The
Fixed Consideration Shares will be subject to lock-in provisions for 15 months
from completion.

The Additional Consideration is also to be satisfied in a mixture of cash and
new Ordinary Shares up to a maximum of £0.06 million in cash and the issue of up
to 67,568 new Ordinary Shares ('Additional Consideration Shares').

The Fixed Consideration Shares represent approximately 1.0 per cent. of the
Company's existing issued ordinary share capital and following their issue, the
Company will have 35,586,622 Ordinary Shares in Issue. Accordingly, application
will be made to the London Stock Exchange for the Fixed Consideration Shares to
be admitted to trading on AIM once approval has been received from the GFSC,
with Admission effective and dealings in the Fixed Consideration Shares to
commence shortly thereafter. Application will be made to the London Stock
Exchange for the Additional Consideration Shares to be admitted to trading on
AIM once the number of Additional Consideration Shares has been determined based
upon certain performance milestones being met.

Commenting on the acquisition, Tim Revill, Chief Executive Officer of STM Group
Plc, said: 'We are delighted with the acquisition of Atlas, STM's first
acquisition as a public company, and coming only a few months after our
successful IPO. Atlas provides an excellent complementary fit to the Group by
bringing with it a good portfolio of clients which can be easily integrated into
our existing Gibraltar operations with little or no duplication.

'We expect Atlas to be immediately earnings enhancing to the Group and it allows
us to continue to develop and expand the STM Fidecs brand in Gibraltar. Trading
for the year is on track and we look forward to providing an update to the
market next month on trading to 30 June 2007.'



                                    - Ends -


For further information, please contact:
STM Group Plc                                       
Tim Revill, Chief Executive Officer                            Tel: [phone]
Matt Wood, Non-executive director                      Tel: [phone]
                                                             www.stmgroupplc.com
Daniel Stewart & Co. Plc
Lindsay Mair / Tessa Smith                             Tel: [phone]

Media enquiries:
Abchurch
Henry Harrison-Topham / Charlie Jack                   Tel: [phone]
[e-mail]                               www.abchurch-group.com



Notes to editors

STM was formed in 2007 specifically to become a leading financial services group
operating in the Corporate and Trustee Service Provider (CTSP) sector. The
Company 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, family
and commercial assets and income streams in tax efficient jurisdictions. The
Company's aim is to grow through acquiring and consolidating high quality
existing CTSPs which offer complementary products and services and that operate
in complementary tax efficient jurisdictions to those provided by STM's first
acquisition, the Gibraltar based CTSP, Fidecs Group Limited ('Fidecs'). Fidecs
was acquired by STM upon its Admission to AIM and changed its name to STM
Fidecs.

STM Fidecs is one of the largest financial services firms in Gibraltar and
employs 80 people. It specialises in financial planning for both High Net Worth
individuals ('HNWI') moving to work, living or retiring overseas or making
cross-border investments, and for entrepreneurial, predominantly, owner-managed
businesses, expanding into or re-locating to other, frequently lower tax,
jurisdictions. It also includes an insurance management division, specialising
in providing set up and management services to newly formed insurance companies
operating out of Gibraltar. In the year ended 31 December 2006, Fidecs reported
turnover of £5 million with post tax profit of £1.7 million.

The CTSP market is fragmented in nature, comprising a small number of very large
international financial services groups and a large number of relatively small
trust and company management businesses regulated by, and operating out of,
single offshore jurisdictions. The HNWI market, a key market for CTSPs, has
continued to expand strongly, due to buoyant stock markets, rising house prices
and global economic growth. Leading surveys estimated that aggregate global high
net worth wealth, would grow to US$40 trillion by 2008, an increase of some 40
per 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