Alan Kentish, the Chief Executive Officer of STM Group PLC entered into an agreement to acquire CAH Limited, London & Colonial Services Limited, Gresham Pension Trustees Limited, Personal Pension Trustees Limited and the 30% interest in Options UK Personal Pensions LLP (SIPPs Companies) from STM Group PLC in a management buyout transaction for a total cash consideration of £4.5 million on October 9, 2023. The completion of the transaction is conditional on, amongst other things, the sanction of the Scheme by the Court. The buyer has agreed to procure and guarantee the redemption and repayment in full of the existing £1 million redeemable preference shares issued by London & Colonial Services Limited (one of the SIPPs Companies) to London & Colonial Holdings Limited (an entity in the Wider STM Group that is not a SIPPs Company) by 1 March 2025. Alan Kentish has personally guaranteed £4.1 million of the £4.5 million consideration payment obligations, pursuant to the agreement for sale of the SIPPs Companies. Both the parties have agreed a transitional services agreement and collaboration agreement to be entered into on completion of the MBO Sale in order to ensure the STM businesses and the SIPPs Businesses continue to operate in the ordinary course. In addition, if, in the future, Pathlines Holdings Limited wishes to dispose of, directly or indirectly, all or any parts of the SIPPs Business, STM will be afforded a right of first refusal to repurchase the SIPPs Businesses, subject to certain terms. For the year ended 31 December 2022, the SIPPs Companies had revenue of £3.8 million and profit after tax of £0.1 million. The net assets attributable to the SIPPs Companies were £3.3 million. The MBO Sale will be conditional on, amongst other things, the approval of the Rule 16 Resolution at the General Meeting. The acquisition also includes the remaining 70% interest in Options UK Personal Pensions LLP held by CAH Limited, along with SIPPs Subsidiaries. The transaction long stop date is dated on May 28, 2024. As of April 4, 2024, FCA has approved the regulatory change of control applications made by Pathlines Holdings Limited in relation to its acquisition of the SIPPS Companies.

Matt Goode, Emily Watts, Abigail Kelly of Cavendish Capital Markets Limited acted as fairness opinion provider and Financial Adviser to STM Group Plc.