Post-offer intentions for STM Group plc

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) AND RULE 19.6(C) OF THE TAKEOVER CODE (THE "CODE"). RULE 19.6(B) REQUIRES A PARTY TO AN OFFER TO MAKE AN ANNOUNCEMENT IF IT TAKES ANY ACTION WHICH WOULD GIVE RISE TO A CHANGE TO A STATEMENT UNDER RULE 19.6(A), AND RULE 19.6(C) REQUIRES AN ANNOUNCEMENT AT THE END OF THE PERIOD OF 12 MONTHS FROM THE END OF THE OFFER PERIOD CONFIRMING WHETHER THE PARTY HAS TAKEN, OR NOT TAKEN, THE COURSE OF ACTION SET OUT IN ITS STATED INTENTIONS.

For immediate release

06 November 2025

JAMBO SRC LIMITED

Rule 19.6(b) update and Rule 19.6(c) confirmation with respect to stated post-offer intentions for STM Group plc

Jambo SRC Limited ("Bidco") announces that, further to the completion of its acquisition of the entire issued and to be issued share capital of STM Group plc ("STM") (which became effective on 31 October 2024), it has duly confirmed in writing to the Takeover Panel in accordance with the requirements of Rule 19.6(c) of the Code, subject to the matters detailed below, compliance with the post-offer intention statements made pursuant to Rules 2.7(c) and 24.2 of the Code, as originally detailed in the Rule 2.7 announcement of 10 October 2023 and the scheme document published on 7 November 2023 ("Scheme Document").

The Scheme Document stated that, as at that date, Bidco did not expect a significant number of headcount reductions, other than headcount reductions related to public company-related functions. As at 31 October 2024, STM had 303 employees. Since then, 87 employees transferred to Pathlines as part of the MBO Sale (as defined and explained in the Scheme Document), and 2 further employees (part of that business) left as their contracts ended. A further 82 employees have left STM, made up of 51 resignations (many of which were fixed term contracts which came to an end), 13 redundancies (of which 8 related to public company-related functions), 8 dismissed, and 10 transferred (as part of the sale of STM's employee benefit consultancy business on 5 September 2025 ("EBC Sale")). Over the same period, 50 employees have also joined STM, giving a net headcount reduction of 24, or 8% (excluding those related to the MBO Sale and public company-related reductions).

The Scheme Document also stated that Bidco did not intend to make any immediate changes to the operations, places of business or headquarters of STM. STM no longer operates its Leicester office, which transferred over as part of the EBC Sale.

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