PSF Capital GP II Limited made an offer to acquire STM Group Plc (AIM:STM) from Aeternitas Imperium Privatstiftung, Eastmount Capital Partners Llp, Premier Miton Group plc (AIM:PMI), Clifton Participations, Inc, Peter Gyllenhammar AB, Septer Limited and others for approximately £40 million on July 11, 2023. As of October 10, 2023, PSF Capital GP II Limited entered into a scheme of arrangement agreement to acquire the entire share capital of STM Group Plc (AIM:STM). Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive: (i) £0.6 per share in cash; and (ii) In addition to the Cash Consideration, under the terms of the Acquisition, Scheme Shareholders will be entitled to receive a deferred consideration unit which may deliver up to £0.07 per share in cash. The acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement between STM and the scheme shareholders. Board of STM Group recommended the offer to shareholders of STM Group. Offer is subject to approval from financial Services Authority and The Pensions Regulator. As of August 8, 2023, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, Pension SuperFund Capital is required, by not later than 5.00pm on 22 August 2023, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. As of September 5, 2023, the Board of STM Group has revised key terms of the Possible Offer such that it would be a cash offer for the entire issued and to be issued share capital of the Company at a price of £0.67 per share and would be conditional upon the completion of a disposal of certain parts of the Group that are non-core to the strategy of Pension SuperFund Capital (the "Revised Possible Offer"). A further extension has been granted by the Panel by not later than 5.00pm on 8 September 2023, either to announce a firm intention to make an offer, or to announce that it does not intend to make an offer. This deadline may be further extended with the consent of the Panel, at STM Group's request. An independent committee of the Board of STM Group, comprising Nigel Birrell, Peter Smith and Therese Neish has been formed (the "Independent Committee") to consider the Revised Possible offer. Pension SuperFund Capital is in the late stages of securing credit committee approval from its lending bank, for a new credit facility to fund the Revised Possible Offer. As of September 27, 2023, the further extension has been granted to Pension SuperFund Capital by not later than October 11, 2023, to announce intention to make an offer or does not intend to make an offer. Board of STM has today received a revised proposal being an offer price of 67 pence per share, comprising 60 pence per share payable in cash upon completion of the Possible Offer and a further 7 pence per share by way of an unsecured loan note. As of October 10, 2023, Bidco has received irrevocable undertakings to vote in favor of the Scheme Resolution and the GM Resolutions from certain Independent STM Shareholders in respect of, in aggregate 13,889,810 STM Shares representing approximately 23.38% of the STM Shares in issue of approximately 26.54% of STM Shares The transaction is expected to be effective by 28 May, 2024 or such later date as may be agreed. Court Meeting and the Extraordinary General Meeting of STM Group will be held on December 6, 2023. As of December 6, 2023, the scheme was approved at Court Meeting and the Extraordinary General Meeting. As of April 4, 2024, Financial Conduct Authority (FCA) has approved deal to be acquired by Pension SuperFund Capital. Jambo has submitted regulatory change of control applications to the Gibraltar Financial Services Commission and the Malta Financial Services Authority in relation to its acquisition of the Company, and these applications continue to progress. As of May 28, 2024, STM Group and Bidco have agreed to extend the Long Stop Date for the Scheme to become unconditional and effective from May 28, 2024 to June 28, 2024. As of June 28, 2024, STM Group and Bidco have agreed to extend the Long Stop Date for the Scheme to become unconditional and effective from June 28, 2024 to August 30, 2024. As of August 30, 2024, STM Group and Bidco have agreed to extend the Long Stop Date for the Scheme to become unconditional and effective from August 30, 2024 to September 30, 2024. As of September 2, 2024, Gibraltar Financial Services Commission has granted approval to Offeror's change of control application in their committee meeting. Completion of the Acquisition remains subject to approval of a change of control application by the Malta Financial Services Authority, which continues to progress. As of September 30, 2024, STM Group and Bidco to extend the Long Stop Date for the Scheme to become unconditional and effective from September 30, 2024 to October 31, 2024. On October 29, 2024 Pursuant to the Court Order, the Scheme will become effective on the delivery of the certified copy of the Court Order to the Companies Registry, which is expected to occur on 31 October 2024.

Davy Capital Markets UK acted as financial advisor to Pension SuperFund Capital. Matt Goode, Emily Watts and Henrik Persson of Cavendish Capital Markets Limited acted as financial advisor and fairness opinion provider and Pinsent Masons acted as legal advisor to STM Group Plc and Simpson Thacher & Bartlett LLP acted as legal advisor to PSF Capital GP II Limited. Computershare Investor Services (Jersey) Limited is the registrar to STM Group.

PSF Capital GP II Limited completed the acquisition of STM Group Plc (AIM:STM) from Aeternitas Imperium Privatstiftung, Eastmount Capital Partners Llp, Premier Miton Group plc (AIM:PMI), Clifton Participations, Inc, Peter Gyllenhammar AB, Septer Limited and others on October 31, 2024.