Parliament Acquisition

STM Group PLC 23 August 2007 Press Release 23 August 2007 STM Group Plc ('STM', 'the Company' or 'the Group') Acquisition of Parliament Corporate Services Limited STM Group Plc (AIM:STM), the cross border financial services provider, is today pleased to announce, through its subsidiary STM Fidecs Limited, the conditional acquisition of Parliament Corporate Services Limited and associated companies ('Parliament'), for a maximum consideration of up to £2.3 million ('the Acquisition'), subject to approval by the Gibraltar Financial Services Commission ('GFSC'). Set up in 2000 as a continuation of a business founded in 1989, Parliament is a privately held corporate and trustee service provider ('CTSP') based in Gibraltar providing company management and personal trust services. Parliament has an established client base which, as at 31 December 2006, was made up of 275 companies and 115 trusts. The activities carried out by the companies managed by Parliament include real estate, consultancy, marine and aircraft management and general investment, and a significant majority of them are domiciled in Gibraltar. In the year ended 31 December 2006, the last date to which audited accounts were prepared, Parliament reported audited revenues of approximately £0.64 million and a net profit of approximately £0.37 million (before group charges of approximately £0.08 million). Trading in Parliament in the first 6 months of 2007 has been encouraging, generating unaudited revenues of approximately £0.4 million and a net profit (after group charges) of £0.2 million during the period. As at 31 December 2006, Parliament's audited net assets were approximately £0.06 million. Parliament has a strong team of qualified trust and company directors and importantly some experienced management all of whom will be quickly and seamlessly integrated into the operations of STM Fidecs, also based in Gibraltar, enabling an immediate rationalisation of combined overheads. The maximum consideration of £2.3 million is payable as to 50 per cent. in cash and 50 per cent. in ordinary shares of 0.1p in the Company ('Ordinary Shares'). The consideration is made up of an initial consideration of £1.725 million, payable on completion ('Initial Consideration'), and deferred consideration of up to £0.575 million ('Deferred Consideration'), payable in cash on the achievement of certain targets over the remainder of 2007 and payable 15 months from completion. The Initial Consideration is to be satisfied as to £0.575 million in cash, payable out of STM's existing cash resources, and £1.15 million through the issue to the vendor of 1,932,773 new Ordinary Shares ('Consideration Shares') at 59.5p per Ordinary Share, being the average closing mid-market price per Ordinary Share over the 10 business days immediately prior to 27 June 2007, the date on which the heads of agreement on merging the two businesses was signed. The Consideration Shares will be subject to lock-in provisions for 15 months from completion. The Consideration Shares represent approximately 5.4 per cent. of the Company's existing issued ordinary share capital and, following their issue, the Company will have 37,532,000 Ordinary Shares in issue. Accordingly, application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM once approval has been received from the GFSC, with admission and dealings in the Consideration Shares expected to commence shortly thereafter. Commenting on the transaction, Tim Revill, Chief Executive Officer of STM Group Plc, said: 'We are delighted to be able to welcome Parliament into the STM Group. Parliament provides an excellent complementary fit by bringing with it an established portfolio of clients, some strong management and a good pipeline of new work, all of which will be easily integrated into our existing Gibraltar operations with little or no duplication. 'We expect Parliament to be immediately earnings enhancing to the Group and it allows us to continue to develop and expand the STM Fidecs brand in Gibraltar. As previously stated, trading for the year is on track and we look forward to announcing our maiden interim results to 30 June 2007 on 11 September 2007.' - Ends - For further information, please contact: STM Group Plc Tim Revill, Chief Executive Officer Tel: 00 350 51610 Matt Wood, Non-executive director Tel: +44 (0) 20 7752 0215 www.stmgroupplc.com Daniel Stewart & Co. Plc Lindsay Mair / Tessa Smith Tel: +44 (0) 20 7776 6550 Media enquiries: Abchurch Henry Harrison-Topham / Charlie Jack Tel: +44 (0) 20 7398 7706 henry.ht@abchurch-group.com 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 in March 2007. The traditional business of CTSPs is to administer and manage personal, family and commercial assets and income streams in tax efficient offshore 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 is the second largest financial services firm 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. In June 2007 STM acquired the Atlas Group of companies, a privately held CTSP provider, based in Gibraltar which has been integrated into the operations of STM Fidecs. 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. 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

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