ANNUAL REPORT & ACCOUNTS 2014
STM Group plc strives to be the provider of choice for
cross-border investors, entrepreneurs and expatriates
by offering clear, innovative and impartial financial
and commercial solutions which help clients protect
and grow their investments.
We believe that clients’ assets need to be administered pro-
actively by providing up-to-date and efficient solutions. We
have considerable expertise in a wide range of international
fiduciary and administration products and services.
03 » Highlights
05 » Chairman’s Statement
07 » Chief Executive Officer’s Review
10 » Directors’ Report
11 » Board of Directors
12 » Statement of Directors’ Responsibilities
12 » Directors’ Remuneration Report
13 » Corporate Governance
14 » Independent Auditors’ Report
15 » Consolidated Statement of Comprehensive Income
16 » Consolidated Statement of Financial Position
17 » Company Statement of Financial Position
18 » Consolidated Statement of Cash Flows
19 » Statement of Consolidated Changes in Equity
19 » Statement of Company Changes in Equity
20 » Notes to the Financial Statements
37 » Notice of Annual General Meeting
38 » Company Information
02
ANNUAL REPORT & ACCOUNTS 2014
REVENUE OF £15.9 MILLION
(2013: £13.4 million)
Earnings before interest, taxation,
depreciation and amortisation (“EBITDA”)
£2.3 million
(2013: £0.9 million)
Strong balance sheet with cash
of £5.7 million at year end
(2013: £4.1 million)
Gibraltar
Jersey
Malta
Cyprus
Spain
Corporate and Trustee
Service Providers,
Insurance Management,
QROPS, QNUPS, Life
Bonds
Corporate and Trustee
Service Providers
Corporate and Trustee
Services, Insurance
Management, QROPS,
QNUPS
Corporate and Trustee
Service Providers
Legal and Tax Services for
Expatriates and Spanish
Residents
03
ANNUAL REPORT & ACCOUNTS 2014 “ THE GROUP CONTINUES TO
SEE SUSTAINABLE GROWTH
OPPORTUNITIES IN THE
PENSIONS DIVISION GIVING
THE BOARD CONFIDENCE IN
THE PROSPECTS FOR STM.”
04 ANNUAL REPORT & ACCOUNTS 2014
MICHAEL ROSS RIDDELL
Chairman
THE GROUP IS NOW A MORE SOLID BUSINESS WITH A MUCH
STRONGER BALANCE SHEET WHICH WILL ALLOW IT TO CONTINUE
DEVELOPING ITS BUSINESS AND PRODUCT DEVELOPMENT
ACTIVITIES DURING THE FORTHCOMING YEAR.
2014 was a very good year for STM as we
start to reap the benefits of the investments
made over recent years in transforming
the Group from a predominantly Corporate
Trustee Services led business into a multi-
disciplinary international financial services
provider, delivering tailor-made solutions
for our clients.
STM has previously been successful in driving
revenue growth, however, this year I am
pleased to say that we can also see significant
increases in profitability. Consequently this
has had a positive impact on our cash
balances which has allowed us to reduce our
borrowings. Additionally, it has allowed the
business to invest further in increasing our
distribution network.
Whilst the Pensions division began to expand
in 2012, the Life Assurance business has been
slower in gaining traction. However, this
year has seen STM Life become a significant
revenue and profit contributor to the Group.
Furthermore the Group continues to see
sustainable growth opportunities in the
Pensions division giving the Board confidence
in the prospects for STM.
The growth during the year across both
divisions has resulted from selling specialist
products and services through an enlarged
distribution network, which is now generating
business on a much more global basis. The
Group is now a more solid business with
a much stronger balance sheet which will
allow it to continue developing its business
and product development activities during
the forthcoming year.
On behalf of the Board I thank my predecessor
Julian Telling for all his efforts during STM’s
transition over the last three years. I would
also like to take this opportunity to thank,
on behalf of the Board, STM’s management
and staff across all our jurisdictions for their
ongoing commitment and professionalism.
Michael R Riddell
Chairman
10 March 2015
05
ANNUAL REPORT & ACCOUNTS 2014 “STM IS NOW IN A MUCH STRONGER AND MORE
MARKET DOMINANT POSITION. THE FOCUS FOR 2015
IS TO FURTHER STRENGTHEN AND MAXIMISE ITS
BUSINESS DEVELOPMENT ACTIVITIES BY SECURING A
MORE GLOBAL INTERMEDIARY NETWORK.”
06
ANNUAL REPORT & ACCOUNTS 2014 Colin Porter
CEO
AS EXPECTED, GIBRALTAR HAS NOW BECOME A WELL-
ESTABLISHED QROPS MARKET AND I’M PLEASED TO
NOTE THAT STM, HAVING BEEN IN THIS MARKET SINCE
ITS INFANCY, HAS MANAGED TO MAINTAIN ITS POSITION
AS MARKET LEADER.
It gives me great pleasure to present the annual
results for the year ended 31 December 2014,
which pleasingly not only reflect continued
growth in turnover, but a significant increase
in profitability.
As advised this time last year, profitability
lagged turnover as a result of having to build
on resources required to sustain the expected
increases in turnover. I am pleased to note that
this is no longer the case and the investments
made in resources over recent years, together
with the creation of the Business and Product
Development team earlier this year, have
resulted in this year’s significant increase in
profitability.
As expected by management, the growth
continues to come from the Pensions and Life
Assurance businesses. Part of the work carried
out by the Business and Product Development
team was to increase the distribution network
mainly through the international IFA market.
This has resulted in STM generating business
on a much more global basis thereby reducing
reliance on the UK market.
Over the last few years STM has found the
Corporate and Trustee Services (“CTS”)
markets challenging and regrettably this has
continued throughout 2014.
OPERATIONAL OVERVIEW
STM PENSIONS
As noted already, Pensions has continued
to grow during the year with this area now
accounting for 50% of the Group’s turnover.
The Pensions division reported turnover of
£8.0 million (2013: £5.9 million) reflecting a
36% increase from the previous year.
As expected, Gibraltar has now become a
well-established QROPS market and I am
pleased to note that STM, having been in
this market since its infancy, has managed
to maintain its position as market leader.
Whilst our Malta division remains by far the
larger of the two, the growth in the year
has largely come from our Gibraltar division
which has reported an increase in revenue of
circa 150% from £1.0 million in 2013 to £2.5
million in 2014. Malta revenues also continue
to show steady growth of 13% resulting in
total turnover for the year for this division of
£5.5 million (2013: £4.9 million).
CORPORATE AND TRUSTEE
SERVICES
CTS turnover currently accounts for 35% of the
Group’s revenue compared to 44% in 2013.
Whilst, in part, this is as a result of the decrease
in actual CTS revenue, it is also largely due to the
increase in the Group’s overall revenue given the
growth in Pensions and Life.
07
ANNUAL REPORT & ACCOUNTS 2014 Total turnover for this business for the year was £5.5 million
(2013: £5.8 million), generated predominantly in Jersey and
Gibraltar. Jersey revenue accounted for circa 57% (2013:
58%) of the CTS business at £3.1 million (2013: £3.4 million),
with Gibraltar having generated £2.4 million (43%) in 2014,
directly comparable to the £2.4 million (42%) generated in
the previous year.
As noted at the half-year stage, the decrease in revenues can
be seen across both jurisdictions demonstrating the overall
downward cycle being experienced in this area of our business.
That said, these two jurisdictions typically have a different market
focus which gives STM a better product spread.
STM LIFE
2014 has seen STM Life become a Group contributor both in
terms of revenue and profitability, with turnover for the year
of £1.4 million compared to £0.6 million in 2013.
New business is being generated from a range of intermediaries
and across a wide spread of products. Not only does this suggest
diversification within the division but pleasingly it also indicates
that the efforts put in by management over the last few years
to develop these products and build on these relationships is
finally coming to fruition.
New business continues to grow in this area which, together
with annual management fees, provides solid and steady
revenue for 2015 and beyond.
OTHER TRADING DIVISIONS AND NEW
INITIATIVES
Trading in other divisions which are mainly insurance
management, advisory and the Spanish office was broadly
in line with management expectations. These are expected
to continue at similar levels going forward having generated
revenue of £1.0 million in the year (2013: £1.1 million).
FINANCIAL POSITION
For the year ended 31 December 2014, the Group recorded
turnover of £15.9 million (2013: £13.4 million) and EBITDA of
£2.3 million (2013: £0.9 million). In spite of turnover having
increased by 19%, administrative expenses have only increased
by 9%, predominantly due to the increase in commissions
payable on the Pensions business. This is as expected given
the increase in growth in this part of the business however
additionally goes to demonstrate the operational gearing in
the Group and the potential impact on Group profitability
from increasing revenues.
As would be expected given the decrease in Group borrowings
(see below), finance costs are down at £0.3 million (2013: £0.4
million). The depreciation and amortisation charge, a non-cash
expense to the income statement, has remained consistent
in 2014 at £0.3 million (2013: £0.3 million). Profit before tax
is consequently £1.7 million for the year (2013: £0.3 million)
reflecting an increase of over 500%.
As noted in last year’s report STM has recovered an element
of the taxation charge paid by the Malta subsidiary upon the
declaration of dividends up to the holding company. This has
therefore reduced the Group’s effective tax rate. The charge
for the year was £0.7 million (2013: £0.4 million).
In line with most services businesses, the Group had accrued
income in the form of work performed for clients but not yet
billed at the year-end of £2.1 million (2013: £3.0 million) which
provides immediate visibility of billable fees in the early part
of 2015. This decrease is predominantly within the Pensions
business and is mainly as a result of increased efficiencies in
the overall process.
Trade receivables as at 31 December 2014 amounted to £3.1
million, compared with £2.5 million as at 31 December 2013.
This increase is purely due to the Pensions business, given the
increase in revenue related to this division. I am pleased to
note that the debtor days, a key measure in the management
of debtors, have remained consistent.
Deferred income, representing fees billed in advance yet to be
credited to the statement of total comprehensive income, have
once again increased considerably to £2.3 million (2013: £1.6
million). As is the case with the trade debtors this is wholly linked
to the Pensions business. In line with the Group’s accounting
policy for the Pensions business, first year fees are reflected as
turnover upon invoicing whereas second year fees and beyond
are deferred. Consequently as the Pension business matures
and enters into its second and third years, this will continue to
increase. As with the accrued income, this provides visibility
into 2015 revenues.
The Group ended the year with cash of £5.7 million (2013:
£4.1 million). The Group’s overall external borrowings were
reduced by £1.0 million during the year, through the repayment
of £0.9 million of convertible loan notes and the £0.1 million
overdraft facility.
08
ANNUAL REPORT & ACCOUNTS 2014 GROUP FINANCING
During the year the Group has decreased the level of external
borrowing by £1.0 million. This decrease is largely as a result of
having repaid the convertible loan notes (“Loan Notes”) issued
in 2010 to the value of £3.5 million and having issued new
ones to certain holders of the 2010 Loan Notes to the value
£2.6 million. The new Loan Notes have a fixed term of 2 years
and carry an annual coupon of 7%, payable half-yearly. They
also carry an option to convert into new ordinary shares at a
price of 26p per share after the first year with STM having the
option to repay those that do not convert. Those Loan Notes
not converted or redeemed will run to term.
BOARD CHANGES DURING THE YEAR
After three and a half years as the Group’s Chairman, Julian
Telling stepped down from this role on 31 December 2014 and
has been replaced by Michael Riddell who has been a member
of the Board since 2010. Julian has been instrumental in STM’s
transition from offering bespoke solutions in the CTS market
to becoming a multi-disciplinary international financial services
provider delivering tailor-made solutions for our clients. The
Board joins me in thanking him for his dedicated and valued
work and we wish him every success in the future.
Therese Neish, having assumed the role of Chief Financial
Officer in December 2013, was officially appointed to the
Board in January 2014.
DIVIDENDS
No dividend has been recommended for the year ended 31
December 2014, however, noting the steady progress in the
business, the Board hopes to re-introduce a progressive dividend
policy as resources allow.
OUTLOOK
STM is now in a much stronger and more market dominant
position. The focus for 2015 is to further strengthen and
maximise its business development activities by securing a
more global intermediary network. These specialist business
developers in untapped regions will significantly enhance the
scalability of the Group across all product areas, particularly in
our Pensions and Life Assurance businesses.
Much progress has already been made in achieving these
ambitions, without compromising the high levels of service our
clients have come to expect of us. New financial products and
services have been developed from a deep understanding of
our clients’ needs and objectives. This is a focus that we will
maintain to ensure that we remain at the forefront of their
needs as the financial world and their circumstances evolve.
The Board is confident in the prospects for the Group and looks
forward to updating the market on further progress.
Colin Porter
Chief Executive Officer
10 March 2015
09
ANNUAL REPORT & ACCOUNTS 2014 The Directors of STM Group plc present
their Report for the year to 31 December
2014 together with the accounts of the
Group and the independent auditors’
report for the period. These will be laid
before the shareholders at the Annual
General Meeting to be held on 13 May
2015.
PRINCIPAL ACTIVITIES
AND BUSINESS REVIEW
The principal activity of the Group
during the year was the structuring and
administration of clients’ assets.
RESULT AND DIVIDENDS
The profit for the year of £979,000 (31
December 2013: Loss £136,000) has been
transferred to reserves.
The Board recommends that no dividends
be paid for the year ended 31 December
2014 (31 December 2013: Nil).
DIRECTORS
Details of the Directors of the Company who
served during the period and to date, and
their interests in the shares of the Company
were:
Alan Roy Kentish
Colin Douglas Porter
Michael Ross Riddell
Julian Philip Telling (Resigned 31 December
2014)
Therese Gemma Neish (Appointed 17
January 2014)
Alan Kentish has an interest in 5,968,817
ordinary shares –4,516,667 of these shares
are held in the name of Clifton Participations
Inc and form part of the assets of the Perros
Trust of which Alan Kentish is a potential
beneficiary.
Colin Porter has an interest in 1,471,113
ordinary shares.
Julian Telling has an interest in 223,889
ordinary shares.
Therese Neish has an interest in 492,756
ordinary shares.
All remaining Directors offer themselves
for re-election.
10
POLITICAL AND
CHARITABLE DONATIONS
The Group’s charitable donations for the
period amounted to £6,265 (31 December
2013: £4,985). There were no political
contributions in either period.
INTERNATIONAL
FINANCIAL REPORTING
STANDARDS (IFRS)
These financial statements were prepared
under IFRS and interpretations adopted by
the International Accounting Standards
Board (“IASB”).
SUBSTANTIAL INTERESTS
Save as disclosed in the table below, the
Directors are not aware of any person who
directly or indirectly is interested in 3% or
more of the issued ordinary share capital of
the Company as at 28 February 2015 or any
persons who, directly or indirectly, jointly or
separately, exercise or could exercise control
over the Company.
ISSUED ORDINARY
SHARE CAPITAL OF THE
COMPANY
At 28 February 2015
Southern Rock Insurance
Company Limited, Rock
Holdings Limited and
Arron Banks
Hearth Investments Limited
Clifton Participations Inc and
Alan Kentish
International Financial
Options Limited
Nightingale Equities Inc
KAS Bank NV
Quest Traders Limited
%
16.36
14.22
11.17
7.89
5.46
4.86
3.26
INDEPENDENT AUDITORS
KPMG Audit LLC were appointed as
auditors to the company during the
year and being eligible, have expressed
their willingness to continue in office. A
resolution to re-appoint KPMG Audit LLC
as independent auditors of the Company
will be proposed at the Annual General
Meeting.
ANNUAL GENERAL
MEETING
The Notice of the Annual General Meeting
to be held on 13 May 2015 is set out on
page 37
By order of the Board
Elizabeth A Plummer
Company Secretary
18 Athol Street
Douglas
Isle of Man IM1 1JA
10 March 2015
ANNUAL REPORT & ACCOUNTS 2014
MICHAEL ROSS RIDDELL CA
CHAIRMAN
Mike is the Managing Director and a part owner of Greystone Trust Company, a licensed trust
and corporate service provider in the Isle of Man which he joined in 2005. A Canadian Chartered
Accountant, Mike has worked in trust and corporate and financial services since 1988 in Canada,
the Cayman Islands and the Isle of Man. Mike is a director of Hearth Investments Limited, which
holds a significant shareholding in STM.
COLIN DOUGLAS PORTER
CHIEF EXECUTIVE OFFICER
Colin is a Barrister and Solicitor of the High Court of New Zealand and was admitted to the Bar in
2000. He also holds a double major business degree in Finance and International Business. Colin
joined STM as CEO of the Gibraltar and Jersey offices in June 2008, and brings with him a wealth
of experience in the company and trust management field, having previously held senior positions
with other international trust companies.
THERESE GEMMA NEISH BA (HONS) FCCA
CHIEF FINANCIAL OFFICER
Therese trained with KPMG where she qualified as a Chartered Certified Accountant in 2003,
having previously studied Accountancy & Financial Studies at Exeter University. Therese joined STM
in 2003 in the Insurance Management division where she managed and sat on the board of various
insurance companies. In 2009 Therese became Group Financial Controller and was appointed Chief
Financial Officer in January 2014.
ALAN ROY KENTISH ACA ACII AIRM
DIRECTOR OF PRODUCT AND BUSINESS DEVELOPMENT
Alan qualified as a Chartered Accountant in 1989 with Ernst & Whinney, specialising in the financial
services industry. In 1993 he moved to Ernst & Young, Gibraltar and shortly afterwards qualified
as an Associate of the Chartered Insurance Institute. In 1997, Alan joined Fidecs and set up its
insurance management division, FIM. Alan became Chief Financial Officer of the Group when it
floated in 2007. In December 2013 he became Director of Product and Business Development,
with a focus on driving STM’s suite of proprietary products and Group revenue.
11
ANNUAL REPORT & ACCOUNTS 2014BOARDOF DIRECTORS STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN
RESPECT OF THE DIRECTORS’ REPORT AND THE
FINANCIAL STATEMENTS
The Directors are responsible for keeping
proper accounting records that are sufficient
to show and explain the Parent Company’s
transactions and disclose with reasonable
accuracy at any time its financial position.
They have general responsibility for taking
such steps as are reasonably open to them
to safeguard the assets of the Group and
to prevent and detect fraud and other
irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation governing
the preparation and dissemination of financial
statements may differ from one jurisdiction
to another.
The Directors are responsible for preparing the
Directors’ Report and the financial statements in
accordance with applicable law and regulations.
In addition, the Directors have elected to prepare
the financial statements in accordance with
International Financial Reporting Standards.
The financial statements are required to give a
true and fair view of the state of affairs of the
Group and Parent Company and of the profit
or loss of the Company for that period.
In preparing these financial statements, the
Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether they have been prepared in
accordance with International Financial
Reporting Standards; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and Parent Company
will continue in business.
Director
Remuneration
Short-term incentive
arrangements
Total
Notes
Executive Directors
Alan Kentish
Colin Porter
Therese Neish
Non-Executive Directors
Julian Telling
Michael Riddell
£230,000
£230,000
£110,000
£40,000
£12,000
53,068
53,068
24,883
287,668
287,668
134,883
a
a
—
—
£40,000
£12,000
a,b
a,c
For the year ended 31 December 2014 the short term incentive arrangements for the Executive
Directors comprised a bonus based on actual profit achieved compared to target profit.
Notes
a. No Directors received any benefits in the form of either pension contributions or share based incentives.
b. Julian Telling Consulting Limited invoices the Company for the Director services provided by Julian Telling.
c. Greystone Trust Company Limited invoices the Company for the Director services provided by Michael Riddell.
12
ANNUAL REPORT & ACCOUNTS 2014 The Board is responsible for establishing the strategic direction of the
Company, monitoring the Group’s trading performance and appraising and
executing development and acquisition opportunities. During the year the
Company held regular Board meetings in the Isle of Man at which financial
and other reports were considered and, where appropriate, voted on.
Details of the Directors’ beneficial interests
in Ordinary Shares is set out in the Directors’
Report. The Directors intend to comply with
Rule 21 of the AIM Rules relating to directors’
dealings and will take all reasonable steps
to ensure compliance by any employees of
the Company to whom Rule 21 applies. The
Company has, in addition, adopted the Share
Dealing Code for dealings in its Ordinary Shares
by directors and senior employees.
The terms of reference for the remuneration
committee provide that it will review the
scale and structure of the Executive Directors’
remuneration and the terms of their service
contracts. The remuneration and terms
and conditions of appointment of the non-
executive directors will be set by the Board.
No director may participate in any meeting at
which discussion or decision regarding his own
remuneration takes place.
The Directors recognise the importance of
sound corporate governance. The Company
intends to comply with the QCA Guidelines
so far as is practicable and appropriate for a
public company of its size and nature.
The Board has established an audit committee
and a remuneration committee both with
formally delegated duties and responsibilities.
The terms of reference for the audit committee
provide that it will receive and review reports
from the Company’s management and the
Company’s auditors relating to the annual and
interim accounts and the accounting and internal
control systems in use throughout the Group.
The Directors have set up a Risk Management
Committee comprising the CEO, CFO and the
STM Group Risk Management Officer (‘RMO’).
The Committee has delegated the review of the
risks applicable to the business and the actions
required to reduce those risks to the RMO and
the team. Regular reports of the status of this
review have been provided to the Board.
The Directors do not consider that, given the
size of the Board, it is appropriate at this stage
to have a nomination committee.
13
ANNUAL REPORT & ACCOUNTS 2014 REPORT OF THE INDEPENDENT AUDITORS,
KPMG AUDIT LLC, TO THE MEMBERS
OF STM GROUP PLC
We have audited the financial statements
of STM Group PLC for the year ended
31 December 2014 which comprise the
Group Statement of Comprehensive
Income, the Group and Parent Company
Statements of Financial Position, the Group
Statement of Cash Flows and the Group
and Company Statement of Changes in
Equity and the related notes. The financial
reporting framework that has been applied
in their preparation is applicable law and
International Financial Reporting Standards
(IFRSs).
This report is made solely to the Company’s
members, as a body. Our audit work has
been undertaken so that we might state to
the Company’s members those matters we
are required to state to them in an auditor’s
report and for no other purpose. To the
fullest extent permitted by law, we do not
accept or assume responsibility to anyone
other than the Company and the Company’s
members as a body, for our audit work,
for this report, or for the opinions we have
formed.
RESPECTIVE
RESPONSIBILITIES
OF DIRECTORS AND
AUDITOR
As explained more fully in the Directors’
Responsibilities Statement set out on page
12, the Directors are responsible for the
preparation of financial statements that
give a true and fair view. Our responsibility
is to audit, and express an opinion on, the
financial statements in accordance with
applicable law and International Standards
on Auditing (UK and Ireland). Those
standards require us to comply with the
Auditing Practices Board’s (APB’s) Ethical
Standards for Auditors.
SCOPE OF THE AUDIT
OF THE FINANCIAL
STATEMENTS
An audit involves obtaining evidence about
the amounts and disclosures in the financial
statements sufficient to give reasonable
assurance that the financial statements are
free from material misstatement, whether
caused by fraud or error. This includes an
assessment of: whether the accounting
policies are appropriate to the Group’s
circumstances and have been consistently
applied and adequately disclosed; the
reasonableness of significant accounting
estimates made by the Directors; and
the overall presentation of the financial
statements.
OPINION ON THE
FINANCIAL STATEMENTS
In our opinion the financial statements:
• give a true and fair view of the state
of the Group’s and Parent Company’s
affairs as at 31 December 2014 and
of the Group’s profit for the year then
ended; and
• have been properly prepared in
accordance with IFRSs.
KPMG Audit LLC
Chartered Accountants
Heritage Court
41 Athol Street
Douglas
Isle of Man IM99 1HN
10 March 2015
14
ANNUAL REPORT & ACCOUNTS 2014 Revenue
Administrative expenses
Profit before other items
OTHER ITEMS
Finance costs
Depreciation and amortisation
Profit before taxation
Taxation
Profit / (loss) after taxation
OTHER COMPREHENSIVE INCOME
Foreign currency translation differences for foreign operations
Total comprehensive income / (loss) for the year
Earnings per share basic (pence)
Earnings per share diluted (pence)
Year ended
31 December 2014
£000
Year ended
31 December 2013
£000
15,878
(13,575)
2,303
13,357
(12,419)
938
(279)
(316)
1,708
(657)
1,051
(72)
979
1.97
1.66
(359)
(310)
269
(380)
(111)
(25)
(136)
(0.21)
(0.21)
Notes
8
10
11
12
18
18
There have been no discontinued activities in the year. Accordingly, the above results relate solely to continuing activities.
15
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 As at 31 December 2014
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Investments
Total non-current assets
Current assets
Accrued income
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
EQUITY
Called up share capital
Share premium account
Reserves
Total equity attributable to equity shareholders
LIABILITIES
Current liabilities
Liabilities for current tax
Trade and other payables
Total current liabilities
Non-current liabilities
Other payables
Total non-current liabilities
Total liabilities and equity
16
31 December
2014
£000
31 December
2013
£000
Notes
13
14
7
15
16
17
17
19
20
974
16,810
737
18,521
2,158
4,775
5,711
12,644
31,165
53
20,828
1,368
22,249
1,061
5,305
6,366
2,550
2,550
31,165
1,156
16,907
614
18,677
3,000
4,214
4,090
11,304
29,981
53
20,828
382
21,263
613
8,105
8,718
—
—
29,981
CD Porter
Chief Executive Officer
TG Neish
Chief Financial Officer
10 March 2015
ANNUAL REPORT & ACCOUNTS 2014 As at 31 December 2014
31 December
2014
£000
31 December
2013
£000
Notes
ASSETS
Non-current assets
Property, plant and equipment
Investments
Intangible assets
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
EQUITY
Called up share capital
Share premium account
Reserves
Total equity attributable to equity shareholders
LIABILITIES
Current liabilities
Trade and other payables
Total current liabilities
Non-current liabilities
Other payables
Total non-current liabilities
Total liabilities and equity
13
7
14
15
16
17
17
19
20
729
16,052
44
16,825
8,151
406
8,557
25,382
53
20,828
(2,950)
17,931
4,901
4,901
2,550
2,550
25,382
859
16,052
48
16,959
4,102
20
4,122
21,081
53
20,828
(6,758)
14,123
6,958
6,958
—
—
21,081
CD Porter
Chief Executive Officer
TG Neish
Chief Financial Officer
10 March 2015
17
ANNUAL REPORT & ACCOUNTS 2014 RECONCILIATION OF OPERATING PROFIT TO NET CASH FLOW FROM OPERATING ACTIVITIES
Notes
Year ended
31 December 2014
£000
Year ended
31 December 2013
£000
Profit for the year before tax
ADJUSTMENTS FOR:
Depreciation and amortisation
Taxation paid
Unrealised gain in investments
(Increase) / decrease in trade and other receivables
Decrease in accrued income
(Decrease) / increase in trade and other payables
Net cash from operating activities
INVESTING ACTIVITIES
Acquisition of property, plant and equipment
Acquisition of treasury shares
Acquisition of investments
Increase in intangibles
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Bank loan repayments
Cash consideration from shares issued
Net cash from financing activities
Increase in cash and cash equivalents
13,14
15
19
13
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
Analysis of cash and cash equivalents during the year
Increase in cash and cash equivalents
Translation of foreign operations
Balance at start of year
Balance at end of year
16
1,708
316
(209)
(122)
(561)
842
(125)
1,849
(37)
(8)
(25)
—
(70)
—
—
—
1,779
1,779
(58)
3,990
5,711
269
310
(206)
—
309
31
1,746
2,459
(134)
(54)
(714)
(56)
(958)
(911)
—
(911)
590
590
16
3,384
3,990
18
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 Balance at 1 January 2013
53
20,828
740
(144)
(64)
21,413
Share
Capital
£000
Share
premium
£000
Retained
earnings
£000
Treasury
Shares
£000
Translation
reserve
£000
Total
£000
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Loss for the year
Other comprehensive income
Foreign currency translation differences
Transactions with owners, recorded directly in equity
Shares issued in the year
Dividend paid
Exchange gain on equity
Treasury shares purchased
At 31 December 2013
Balance at 1 January 2014
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Profit for the year
Other comprehensive income
Foreign currency translation differences
Transactions with owners, recorded directly in equity
Shares issued in the year
Dividend paid
Exchange gain on equity
Treasury shares purchased
At 31 December 2014
—
—
—
—
—
—
53
53
—
—
—
—
—
—
53
—
—
—
—
—
—
20,828
20,828
—
—
—
—
—
—
(111)
(25)
—
—
—
—
604
604
1,051
(72)
—
—
—
—
—
—
—
—
—
(54)
(198)
(198)
—
—
—
—
—
(8)
20,828
1,583
(206)
—
—
—
—
40
—
(111)
(25)
—
—
40
(54)
(24)
(24)
21,263
21,263
—
—
—
—
15
—
(9)
1,051
(72)
—
—
15
(8)
22,249
Balance at 1 January 2013
Loss for the year
Shares issued in year
Dividend paid
31 December 2013
Balance at 1 January 2014
Loss for the year
Shares issued in year
Dividend paid
31 December 2014
For the year from 1 January 2014
to 31 December 2014
Share
Capital
£000
Share
premium
£000
Retained
earnings
£000
53
—
—
—
53
53
—
—
—
53
20,828
—
—
—
20,828
20,828
—
—
—
20,828
(5,579)
(1,179)
—
—
(6,758)
(6,758)
3,808
—
—
(2,950)
Total
£000
15,302
(1,179)
—
—
14,123
14,123
3,808
—
—
17,931
19
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014
1. REPORTING ENTITY
STM Group Plc (the “Company”) is a company incorporated and domiciled in the Isle of Man and was admitted to trading
on the London Stock Exchange AIM on 28 March 2007. The address of the Company’s registered office is 18 Athol
Street, Douglas, Isle of Man, IM1 1JA. The consolidated financial statements of the Group as at, and for the year ended,
31 December 2014 comprise the Company and its subsidiaries (see note 24) (together referred to as the “Group” and
individually as ”Group entities”) and the Group’s interest in associates and jointly controlled entities. The Group is primarily
involved in financial services.
2. BASIS OF PREPARATION
The financial information has been prepared on the basis of the accounting policies set out in note 3.
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) and interpretations adopted by the International Accounting Standards Board (“IASB”) and in accordance with Isle
of Man law.
b. Functional and presentational currency
These consolidated financial statements are presented in Pounds Sterling (£) which is the Company’s functional currency
c. Use of estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised and in any future periods affected.
The estimates and assumptions which have a significant risk of resulting in a material adjustment to the carrying value of
assets and liabilities are included in the following notes:
- Note 13 – Depreciation of property, plant and equipment
- Note 14 – Measurement of goodwill
- Note 21 – Provisions
d. Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except where investments and
other financial instruments are held at fair value.
e. Employee benefit trusts
The Company contributes to two employee benefit trusts. It is deemed that these trusts are controlled by the Company and
are therefore included within the consolidated financial statements of the Group.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated
financial statements.
a. Basis of consolidation
i. Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that
presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
ii. Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions are
eliminated in preparing the consolidated financial statements.
b. Foreign currency
i. Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency of the Group at the exchange rate at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated at
the exchange rate at that date. The resulting gain or loss is recognised in the statement of comprehensive income.
ii. Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are
translated to sterling at exchange rates at the reporting date.
20
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 c. Revenue
Revenue is derived from the provision of services and is recognised in the statement of comprehensive income in proportion
to the stage of completion of the services at the reporting date on an accruals basis.
Revenue derived from pension trustee and administration fees is split between the Initial Fee and the Management Fee. In
the first year of membership the initial and management fees are recognised in full at the time of processing the application
so as to reflect the time effort incurred in accepting the new member and processing their application. In subsequent years
a proportion of the management fee is reflected as income at the time of invoicing to reflect the timing of the work carried
out for the member. The other proportion is amortised over the period to the next renewal date.
d. Accrued income
Accrued income represents billable time spent on the provision of services to clients which has not been invoiced at the
reporting date. Accrued income is recorded at the staff charge-out rates in force at the reporting date, less any specific
provisions against the value of accrued income where recovery will not be made in full. In terms of pension business the
accrued income is based on the number of applications received but for which an invoice has not been raised yet.
e. Property, plant and equipment
i. Recognition and measurement
Items of property and office equipment are measured at cost less accumulated depreciation and impairment losses. Cost
includes expenditures that are directly attributable to the acquisition of the asset and bringing it into use.
Gains and losses on disposal of an item of property and office equipment are determined by comparing the proceeds from
disposal with the carrying amount of property and office equipment, and are recognised net within other income in profit or loss.
ii. Depreciation
Depreciation is recognised in the statement of comprehensive income on a reducing balance basis over the estimated useful
lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease
term or the estimated useful life. Depreciation commences once assets are in use.
The rates in use on a reducing balance basis are as follows:
Office equipment
Motor vehicles
Leasehold improvements
25%
25%
Over the life of the leases
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
f. Financial instruments
Financial assets and liabilities are recognised in the Group’s statement of financial position when the Group becomes party
to the contractual provisions of the instrument.
i. Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market.
Loans and receivables comprise trade and other receivables and are recognised initially at fair value and subsequently at
amortised cost. Generally, this results in their recognition at nominal value less any allowance for any doubtful debts.
ii. Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received. After initial recognition,
interest bearing loans and borrowings are subsequently measured at amortised cost.
iii. Investments
Investments are carried at fair value, subject to provisions for impairment where the current value of the investment is
considered to be less than cost. Impairment losses are recognised in the statement of comprehensive income. Investments
are reviewed for impairment at each year-end.
iv. Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and in hand with an original
maturity of three months or less.
v. Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of the shares are recognised as a deduction
from share premium.
Treasury shares are those shares purchased by the STM Group Employee Benefit Trust (“EBT”) for distribution to executives
and senior management within the Group, which have yet to be allotted to specific employees.
21
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014
g. Operating leases
Payments under operating leases are charged directly to the income statement on a straight line basis over the term of the lease.
h. Finance leases
Assets held under finance leases are capitalised at their initial cost. Rentals are set against accounts payable on the straight
line basis.
i. Employee benefits
The Group operates a defined contribution pension plan. Obligations for contributions to defined contribution pension plans
are recognised as an expense in the income statement when they are due.
Certain executives, on achieving their performance and services criteria, will be awarded with shares in STM Group Plc which
are held within an employee benefit trust. The expense is released to the income statement over a period of three years on
a straight line basis.
j. Finance income
Finance income comprises interest income on funds invested and dividend income. Interest income is recognised as it accrues
using the effective interest method.
Finance expense comprises interest on borrowings. Interest expense is charged to the income statement using the
effective interest method.
k. Income tax expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement.
Current tax is the expected tax payable on the taxable income for the year using enacted tax rates, updated for
previous period adjustments.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between carrying amounts of
assets and liabilities for financial reporting purposes and for tax purposes. Deferred tax is not provided in respect of goodwill.
Deferred tax is measured at the tax rates expected to be enacted when they reverse.
l. Intangible assets
i. Goodwill
Goodwill that arises on the acquisitions of subsidiaries is included in intangible assets. Goodwill represents the excess of the
cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets and liabilities of the acquiree.
Goodwill is measured at cost less accumulated impairment losses. An annual impairment review is undertaken.
ii. Product development
Product development relates to internal development expenditure incurred in the development of the Groups’ new
products. When these costs meet the recognition criteria of IAS 38 ‘Intangible Assets’ they are capitalised and amortised
on a straight line basis from product launch.
m. Impairment
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there
is objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one
or more events have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its
carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.
Losses are recognised in the statement of comprehensive income.
Significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed
collectively in groups that share similar credit risk characteristics.
Any impairment losses would be recognised in the statement of comprehensive income.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment
loss was recognised.
The decrease in impairment loss is reversed through the statement of comprehensive income.
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill
and intangible assets that have indefinite lives, the recoverable amount is estimated at each reporting date.
22
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from
other assets and groups. Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any
goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on
a pro-rata basis.
n. Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing
the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares
outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders
and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares,
which comprise shares relating to deferred consideration, and the effect of outstanding options. The effects of potential
ordinary shares are reflected in diluted EPS only when their inclusion in the calculation would decrease EPS or increase the
loss per share.
o. Deferred income
Deferred income relates to the element of fixed fee income that has been billed in advance which has not been earned as
at the year-end and is released over the period to which it relates.
p. Borrowing costs
Borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost; any difference between proceeds net of transactions costs and the redemption value is recognised in the
income statement over the period of the borrowing using effective interest method.
q. Provisions
Provisions are recognised when there is a present legal or constructive obligation as a result of a past event, for which it is
probably that an outflow of economic benefits will be required to settle the obligation, and where a reliable estimate can
be made of the amount of the obligation.
r. New standards and interpretations
The following new standards and interpretations (as endorsed by the European Union (EU)) are mandatory for the first time
this year. However, following consideration and review they are believed to either not be relevant to the Group or do not
have a significant impact on the Group’s financial statements apart from additional disclosures:
•
•
•
•
•
•
IFRS 10 (amended)
Consolidated Financial Statements
IFRS 12 (amended)
Disclosure of Interests in Other Entities
IAS 27 (amended)
IAS 32 (amended)
IAS 36 (amended)
IAS 39 (amended)
Separate Financial Statements (2011)
Financial Instruments: Presentation
Impairment of Assets
Financial Instruments: Recognition and Measurement
In addition, a number of new standards, amendments to standards and interpretations are not yet effective for the year
ended 31 December 2014, and have not been applied in preparing these consolidated financial statements. None of these
are expected to have an effect on the consolidated financial statements of the Group.
s. Disputes and potential legal matters
The Group may at times be involved in disputes arising in the ordinary course of business. In accordance with applicable
accounting requirements, the Group provides for potential losses that may arise out of these disputes when the potential
losses are probable and estimable. Disputes in respect of legal matters are subject to many uncertainties and the outcome
of individual matters cannot be predicted with certainty.
23
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014
4. DETERMINATION OF FAIR VALUES
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and
non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based
on the following methods. When applicable, further information about the assumptions made in determining fair values is
disclosed in the notes specific to that asset or liability.
a. Intangible assets - goodwill
The fair value of Goodwill acquired in a business combination is based on the excess of the fair value of the consideration
over the fair value of the underlying assets and liabilities acquired less any impairment considered necessary.
b. Investments
The fair value of investments is based on the carrying value of those investments less any impairment considered necessary.
c. Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is based on carrying values.
The carrying value of items of plant and equipment has been assessed as equal to its fair value.
5. FINANCIAL RISK MANAGEMENT
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
• Interest rate risk
• Currency risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are
included throughout these consolidated financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Board has established the Risk Management Committee, which is responsible for developing and monitoring the Group’s
risk management policies. The committee reports regularly to the Board of Directors on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training
and management standards and procedures, aims to develop a disciplined and constructive control environment in which
all employees understand their roles and obligations.
a. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from clients.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each client. The demographics
of the Group’s client base, including the default risk of the country in which the clients operate, has less of an influence on
credit risk. There is no one client to which a significant percentage of the Group’s revenue can be attributed.
The Group establishes a provision for impairment that represents its estimate of incurred losses in respect of trade and other
receivables. Further detail in respect of credit risk is provided in note 21 to these financial statements.
b. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach
to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions. A further detail in respect of liquidity risk is provided in note 21 to these
financial statements.
c. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Group’s income or the value of its holdings of financial instruments. The object of market risk management is to
manage and control market risk expenses within acceptable parameters, while optimising the return.
24
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 The market place is robust in that the target market is the “mid-tier millionaires” who are more resilient to adverse changes
in the economy. The Board of Directors believe that this mitigates a significant element of the Group’s market risk.
d. Interest rate risk
The Company did not have any bank borrowings at the year-end therefore has no exposure to interest rate movements.
e. Currency risk
The Group has a small exposure to currency risk in relation to the investment in STM Nummos and STM Cyprus. This is mitigated
by the fact that assets and liabilities held by STM Nummos and STM Cyprus are in its functional currency of Euros (€).
The Company has minimised exposure to foreign exchange rates, with the majority of transactions being carried out in its
functional currency of Pounds Sterling (£).
f. Capital management
The Board’s policy is to maintain a strong capital base, which is defined as share capital and retained earnings, so as to
maintain investor, creditor and market confidence and to sustain future development of the business.
6. SEGMENTAL INFORMATION
STM Group has five reportable segments: Corporate Trustee Services, Pensions, Insurance Management, STM Life and Other
Services. Each segment is defined as a set of business activities generating a revenue stream and offering different services to
other operating segments. The Group’s operating segments have been determined based on the management information
reviewed by the CEO and board of Directors.
The Board assesses the performance of the operating segments based on turnover generated. The costs of certain segments
within the Group are predominantly centrally controlled and therefore the allocation of these is based on utilisation of arbitrary
proportions. Management believe that this information and consequently profitability could potentially be misleading and
would not enhance the disclosure above.
The following table presents the turnover information regarding the Group’s operating segments:
Operating Segment
Corporate Trustee Services
Pensions
Insurance Management
STM Life
Other Services
Turnover
31 December 2014
£000
31 December 2013
£000
5,477
7,981
556
1,433
431
15,878
5,834
5,861
591
560
511
13,357
Analysis of the Group’s turnover information by geographical location is detailed below:
Geographical Segment
Gibraltar
Jersey
Malta
Other
Turnover
31 December 2014
£000
31 December 2013
£000
6,899
3,103
5,570
306
15,878
4,635
3,366
4,925
431
13,357
25
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 7. INVESTMENTS
Group – Other investments
Investments relate to UK Government Gilts which pay coupons of 4.75% and 4.25% per annum and mature on 7 December 2030
and 7 September 2039.
Company – Investments in subsidiaries
Acquisitions of the Company
Shares in group undertakings
Balance at start of year
Adjustments to prior year
Acquisitions
Balance at end of year
31 December 2014
£000
31 December 2013
£000
16,052
—
—
16,052
16,052
—
—
16,052
Subsequent performance of acquisitions
As a result of the fact that the Group has materially changed the composition of the acquired companies’ cost structure by fully integrating
them into the existing major trading operations of the Group, the Board of Directors consider it to be impractical to disclose the underlying
profitability of the acquired companies after the date of acquisition.
8. REVENUE
Revenue from administration of assets
Total revenues
31 December 2014
£000
31 December 2013
£000
15,878
15,878
13,357
13,357
9. STM LIFE ASSURANCE PCC PLC
These consolidated financial statements include the results for STM Life Assurance PCC Plc (“STM Life”), a 100% owned subsidiary.
STM Life’s principal activity is that of the provision of life assurance services. The Company has a licence under the Financial Services
(Insurance Companies) Act by the Gibraltar Financial Services Commission to carry on linked long-term insurance business.
The financial statements for STM Life include the financial performance of both the long-term fund and shareholders funds. For the
purposes of these consolidated financial statements, however, only the shareholders funds and surplus on the long-term fund have
been included as reflecting the movement and balances in the long-term fund would distort the Group’s results.
Within total revenue of the Group of £15,878,000 there is an amount of £1,433,000 relating to revenue attributable to STM Life. The
financial performance and balance on the long-term fund is as follows:
Technical Account – Long-term business
Gross premiums written
Policy withdrawals
Net operating expenses
Change in long-term business provisions
Increase in linked long-term reserves
Surplus on long-term fund
Assets held to cover linked liabilities
Open Market Value
Cost
Technical provision for linked liabilities
Balance at start of year
Increase in technical provision for linked liabilities
Foreign exchange movement on linked liabilities
Balance at end of year
31 December 2014
£000
31 December 2013
£000
73,820
(7,625)
(20,252)
144
(44,377)
1,710
31,305
(1,442)
(430)
(63)
(28,946)
424
31 December 2014
£000
31 December 2013
£000
104,821
115,618
61,790
63,547
31 December 2014
£000
31 December 2013
£000
61,790
44,196
(1,346)
104,640
32,899
28,946
(55)
61,790
The provision for linked liabilities is equal to the open market value of the specified assets attached to all outstanding policies on the
valuation date.
26
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 10. ADMINISTRATIVE EXPENSES
Included within administrative expenses are personnel costs as follows:
Wages and salaries
Social Insurance costs
Pension contributions
Total personnel expenses
Average number of employees
Group
31 December 2014
£000
6,211
341
64
6,616
31 December 2013
£000
5,952
325
71
6,348
31 December 2014
Number
31 December 2013
Number
Average number of people employed (including executive directors)
159
146
Company
31 December 2014
Number
31 December 2013
Number
Average number of staff employed (including executive directors)
12
14
11. PROFIT BEFORE OTHER ITEMS
Profit before other items of £2,303,000 (31 December 2013 £938,000), was arrived at after charging the following to the
income statement:
Directors’ remuneration
Auditor’s remuneration
Operating lease rentals
12. TAXATION
Current tax expense
Release from prior years
Total tax expense
Reconciliation of existing tax rate
Profit for the year
Total income tax expense
Profit before tax
Income tax using the Company’s domestic rate -0%
Effect of tax rates in other jurisdictions
Total tax expense
31 December 2014
£000
631
153
635
31 December 2013
£000
512
140
667
31 December 2014
£000
657
—
657
31 December 2013
£000
380
—
380
31 December 2014
£000
31 December 2013
£000
1,708
657
1,708
—
657
657
269
380
269
—
380
380
As at the statement of financial position date various subsidiaries had tax losses brought forward which are based on tax computations
prepared and submitted to the tax authorities.
27
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 13. PROPERTY, PLANT AND EQUIPMENT
Group
Costs
As at 1 January 2013
Additions at cost
Disposals
As at 31 December 2013
As at 1 January 2014
Additions at cost
As at 31 December 2014
Depreciation
As at 1 January 2013
Charge for the year
Disposals
As at 31 December 2013
As at 1 January 2014
Charge for the year
As at 31 December 2014
Net Book Value
As at 31 December 2014
As at 31 December 2013
Company
Costs
As at 1 January 2013
Additions at cost
As at 31 December 2013
As at 1 January 2014
Additions at cost
As at 31 December 2014
Depreciation
As at 1 January 2013
Charge for the year
As at 31 December 2013
As at 1 January 2014
Charge for the year
As at 31 December 2014
Net Book Value
As at 31 December 2014
As at 31 December 2013
28
Motor
Vehicles
£000
Office
Equipment
£000
Leasehold
Improvements
£000
12
—
—
12
12
—
12
10
—
—
10
10
—
10
2
2
1,379
127
—
1,506
1,506
37
1,543
536
145
—
681
681
133
814
729
825
869
7
—
876
876
—
876
417
130
—
547
547
86
633
243
329
Office
Equipment
£000
Leasehold
Improvements
£000
644
46
690
690
6
696
96
59
155
155
55
210
486
535
567
—
567
567
—
567
162
81
243
243
81
324
243
324
Total
£000
2,260
134
—
2,394
2,394
37
2,431
963
275
—
1,238
1,238
219
1,457
974
1,156
Total
£000
1,211
46
1,257
1,257
6
1,263
258
140
398
398
136
534
729
859
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 14. INTANGIBLE ASSETS
Group
Costs
Balance as at 1 January 2013
Additions
Balance at 31 December 2013
Balance as at 1 January 2014
Additions
Reallocation
Balance at 31 December 2014
Amortisation and impairment
Balance as at 1 January 2013
Charge for the year
Balance at 31 December 2013
Balance as at 1 January 2014
Charge for the year
Balance at 31 December 2014
Carrying amounts
At 1 January 2013
At 31 December 2013
At 1 January 2014
At 31 December 2014
Goodwill
£000
16,727
—
16,727
16,727
—
—
16,727
—
—
—
—
—
—
16,727
16,727
16,727
16,727
Client
Portfolio
£000
Product
Development
£000
4,927
—
4,927
4,927
—
—
4,927
4,927
—
4,927
4,927
—
4,927
—
—
—
—
159
56
215
215
27
(27)
215
—
35
35
35
97
132
159
180
180
83
Total
£000
21,813
56
21,869
21,869
27
(27)
21,869
4,927
35
4,962
4,962
97
5,059
16,886
16,907
16,907
16,810
Impairment testing for cash-generating units containing goodwill
All goodwill relates to the acquisitions made during the period from 28 March 2007 to 31 December 2014, and reflects the difference
between the identifiable net asset value of those acquisitions and the total consideration incurred for those acquisitions.
Goodwill is allocated to the Group’s operating entities and consequently to the generating units comprising these acquired businesses.
However, as subsequent to the acquisitions the acquired businesses have been integrated and are managed on a unified basis it
is more appropriate to allocate goodwill to three cash-generating units for the purposes of impairment testing, being the Fidecs
Group with a carrying value of £15,280,000; the Nummos Group with a carrying value of £470,000 and the Fiduciaire Group with
a carrying value of £977,000.
The Group tests goodwill annually for impairment with the recoverable amount being determined from value in use calculations which
are based on board approved cash flow projections. A pre-tax discount rate of 8% has been used in discounting the projected cash
flows. The valuations indicate sufficient headroom such that a reasonable potential change to key assumptions is unlikely to result in
an impairment of the related goodwill.
Based on the operating performance of the respective CGUs, no impairment loss was deemed necessary in the current financial year.
29
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 14. INTANGIBLE ASSETS (continued)
Company
Costs
As at 1 January 2013
Additions
As at 31 December 2013
As at 1 January 2014
Additions
As at 31 December 2014
Amortisation and impairment
As at 1 January 2013
Charges for the year
As at 31 December 2013
As at 1 January 2014
Charges for the year
As at 31 December 2014
Carrying amounts
As at 1 January 2013
As at 31 December 2013
As at 1 January 2014
As at 31 December 2014
Client
Portfolio
£000
Product
Development
£000
4,927
—
4,927
4,927
—
4,927
4,927
—
4,927
4,927
—
4,927
—
—
—
—
66
4
70
70
18
88
—
22
22
22
22
44
66
48
48
44
Total
£000
4,993
4
4,997
4,997
18
5,015
4,927
22
4,949
4,949
22
4,971
66
48
48
44
Client portfolio represents the value assigned to the individual client portfolio acquired through the acquisition of Zenith Trust
Company Limited and was being amortised over nine years. However, this business has been fully integrated into the existing
trading operations to such an extent that the Board of Directors felt it was no longer possible to review for impairment and was
written off in the year ended 31 December 2012.
15. TRADE AND OTHER RECEIVABLES
Group
Trade receivables
Other receivables
Total
Company
Trade receivables due from related parties
Other receivables
Total
31 December 2014
£000
3,096
1,679
4,775
31 December 2013
£000
2,513
1,701
4,214
31 December 2014
£000
7,935
216
8,151
31 December 2013
£000
3,651
451
4,102
Within the Group’s other receivables is a balance of £446,000 which has been personally guaranteed by Alan Kentish.
Amounts due from related parties are unsecured, interest free and repayable on demand.
The Group’s exposure to credit risks and impairment losses related to trade and other receivables (excluding accrued income) are
described in note 21.
30
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 16. CASH AND CASH EQUIVALENTS
Group
Bank balances
Cash and cash equivalents in the statement of financial position
Bank overdrafts
Cash and cash equivalents in the statement of cash flow
Company
Bank balances
Cash and cash equivalents in the statement of financial position
Bank overdrafts
Net cash and cash equivalents
17. CAPITAL AND RESERVES
Authorised, called up, issued and fully paid
53,446,549 ordinary shares of £0.001 each
(2013: 53,446,549 ordinary shares of £0.001 each)
Treasury shares
31 December 2014
£000
5,711
5,711
—
5,711
31 December 2013
£000
4,090
4,090
(100)
3,990
31 December 2014
£000
406
406
—
406
31 December 2013
£000
20
20
(100)
(80)
31 December 2014
£000
31 December 2013
£000
53
53
The treasury shares relate to those shares purchased by the STM Group EBT for allocation to executives under the terms of the
Long Term Incentive Plan. The trustees held 530,513 (2013: 502,735) shares at 31 December 2014, amounting to £205,776
(2013: £198,276).
Share premium
There were no new shares issued during the year (2013: nil).
Translation
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of
foreign operations.
18. EARNINGS PER SHARE
Earnings per share for the year from 1 January 2014 to 31 December 2014 is based on the profit after taxation of £1,051,000
(2013:- loss of £111,000) divided by the weighted average number of £0.001 ordinary shares during the year of 53,446,549 basic
(2013:- 53,446,549) and 63,254,421 dilutive (2013:- 53,446,549) in issue.
A reconciliation of the basic and diluted number of shares used in the year ended 31 December 2014 is:
Weighted average number of shares
Dilutive share incentive plan, options and contingent consideration shares
Diluted
53,446,549
9,807,692
63,254,241
31
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 19. TRADE AND OTHER PAYABLES
Group
Bank overdraft
Loans from related parties
Deferred income
Trade payables
Convertible Loan Notes (note 20)
Deferred and contingent consideration
Other creditors and accruals
Company
Bank overdraft
Owed to related parties
Convertible Loan Notes (note 20)
Other creditors and accruals
31 December 2014
£000
—
57
2,273
334
—
—
2,641
5,305
31 December 2013
£000
100
58
1,578
463
3,450
25
2,431
8,105
31 December 2014
£000
—
3,524
—
1,377
4,901
31 December 2013
£000
100
2,529
3,450
879
6,958
Loans from related parties amount to £57,000 and relate to a loan by the founding shareholders of Fidecs, the loan is unsecured
and interest bearing at 7% per annum.
Deferred income consists of fixed fee revenues billed in advance to clients which have not yet been earned as at the year-end. These
amounted to £2,273,000 as at 31 December 2014 (31 December 2013: £1,578,000).
The Group’s exposure to liquidity risk related to trade and other payables is described in note 21.
20. OTHER PAYABLES - AMOUNTS FALLING DUE IN MORE THAN ONE YEAR
Group
Convertible Loan Notes
Company
Convertible Loan Notes (note 19)
31 December 2014
£000
2,550
2,550
31 December 2013
£000
—
—
31 December 2014
£000
2,550
2,550
31 December 2013
£000
—
—
As at 31 December 2014 the Company has £2.5 million of convertible loan notes (“Loan Notes”). The Loan Notes have a fixed term
of 2 years and carry an annual coupon of 7%, payable half-yearly. The Loan Notes can be converted into new ordinary shares of 0.1p
each in the Company at a price of 26p per share at the option of holders on the first year anniversary. Any loan notes not converted
will run to term and be fully repaid in March 2016. The Loan Notes are secured against all the assets of the assets of the Group.
32
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 21. FINANCIAL INSTRUMENTS
Credit Risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at
the reporting date was:
Investments
Trade and other receivables
Cash and cash equivalents
Carrying amount
31 December 2014
£000
31 December 2013
£000
737
4,775
5,711
11,223
614
4,214
4,090
8,918
The Group’s maximum exposure to credit risks relating to one entity or group of related entities amounts to less than 10% of the
overall trade receivable amount as at 31 December 2014 and 31 December 2013.
Impairment losses on trade receivables
The ageing of the Group’s trade receivables at the reporting date was:
Not past due
Past due 0–30 days
Past due 31–120 days
More than 120 days past due
Gross receivables
31 December 2014
£000
302
938
389
2,675
4,304
Impairment
31 December 2014
£000
—
—
—
(1,208)
(1,208)
Total
£000
302
938
389
1,467
3,096
Gross receivables
31 December 2013
£000
399
721
145
2,086
3,351
Impairment
31 December 2013
£000
—
—
—
(838)
(838)
Total
£000
399
721
145
1,248
2,513
Standard credit terms are 30 days from the date of issuing the fee note.
The movement in the allowance for impairment in respect of trade receivables during the period was:
Balance at start of year
Impairment loss increased
Balance at end of year
31 December 2014
£000
31 December 2013
£000
838
370
1,208
414
424
838
33
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 NOTES TO THE
FINANCIAL STATEMENTS
21. FINANCIAL INSTRUMENTS (continued)
Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of some of the
trade receivables older than a year and those that are not more than one year old. This is because, invariably, the Group are
administering clients’ assets and therefore have further recourses for the recoverability of any debts outstanding.
Liquidity Risk
The following are the Group’s contractual maturity liabilities, including estimated interest payments where applicable, and
excluding the impact of netting arrangements.
31 December 2014
Non-derivative financial liabilities
Trade payables
Loans from related parties
Convertible Loan Notes
Other creditors and accruals
Corporation tax payable
31 December 2013
Non-derivative financial liabilities
Bank overdraft
Trade payables
Deferred consideration
Loans from related parties
Convertible Loan Notes
Other creditors and accruals
Corporation tax payable
Carrying
amounts
£000
Conditional
cash flow
£000
6 months
or less
£000
6-12
months
£000
334
57
2,550
2,641
1,061
6,643
334
57
2,550
2,641
1,061
6,643
334
57
—
2,641
1,061
4,093
—
—
—
—
—
—
1-2
years
£000
—
—
2,550
—
—
2,550
Carrying
amounts
£000
Conditional
cash flow
£000
6 months
or less
£000
6-12
months
£000
1-2
years
£000
100
463
25
58
3,450
2,431
613
7,140
100
463
25
58
3,450
2,431
613
7,140
100
463
25
58
3,450
2,431
613
7,140
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Currency, interest rate risk and market risk
The Company has minimal exposure to currency risk and market risk. The net impact to the results on interest bearing assets and
liabilities is also considered to be minimal.
22. LEASES
Operating Leases
Non-cancellable operating leases are payable as follows:
Less than one year
Between one year and five years
More than five years
31 December 2014
£000
31 December 2013
£000
646
1,719
1,412
3,777
635
1,861
1,766
4,262
The Group leases a number of offices from which they operate, the largest of which is for Montagu Pavilion which runs for
a further 9 years.
34
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 NOTES TO THE
FINANCIAL STATEMENTS
22. LEASES (continued)
Finance Leases
Non-cancellable finance leases are payable as follows:
Less than one year
Between one year and five years
More than five years
23. RELATED PARTIES
Transactions with key management personnel and Directors’ Compensation
Key management compensation comprised:
Short-term employee benefits
Post-employment benefits
Share-based payments
31 December 2014
£000
3
—
—
3
31 December 2013
£000
8
3
—
11
31 December 2014
£000
631
—
—
631
31 December 2013
£000
512
—
—
512
Key management personnel and Director Transactions
Trusts and related parties connected to the Directors held 29.06% of the voting shares of the Company as at 31 December 2014.
Other related party transactions
As more fully explained in note 19, a loan of £57,000 has been provided to the Group by the founding shareholders of Fidecs (the
Company’s first acquisition) who are also shareholders.
The Group provided administration services to Gold Management Limited a company partly owned by Louise Kentish, spouse of
Alan Kentish, a Director of the Company. These services amounted to £6,100 for the period to 31 December 2014, of which £nil
was outstanding at 31 December 2014.
The Group provides services to subsidiaries of Rock Holdings Limited, a shareholder of the Company. These services amounted to
£232,000 during the year, of which £12,500 was outstanding at 31 December 2014.
Greystone Trust Company Limited, of which Michael Riddell is a director, charged the Company £28,400 for services rendered
during 2014, of which £nil was outstanding at 31 December 2014.
During the year the Group has incurred commissions to deVere Group; a company related to the Group by virtue of a shareholder
in common of £901,900. As at 31 December 2014 a balance of £327,267 was outstanding.
All services relating to the above transactions were carried out by the Group on an arm’s length basis and are payable / receivable
under the standard credit terms.
Ready Finance Ltd and Bespoke Finance Ltd, companies related to the Group by virtue of common ownership and directors owe
the Group a combined balance of £384,000 at 31 December 2014.
As at 31 December 2014 the Group owed Clifton Participations Inc and Fiander Properties Limited, companies related to the Group
by virtue of common ownership and / or directors £145,157 and £43,500 respectively.
As at 31 December 2014 the Company has Loan Notes of £2.55 million (note 20). Within this balance Southern Rock Insurance
Company Limited, a company related to the Group by virtue of common ownership held £650,000, with Hearth Investments
Limited and Clifton Participations Inc, companies related by virtue of common ownership and directors holding £400,000 and
£325,000 respectively.
35
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 24. GROUP ENTITIES
Principal subsidiaries
As at 31 December 2014 the Company owned the following subsidiaries which are regarded as the principal trading operations of
the Group.
Group
Country of
incorporation
31 December
2014
31 December
2013
Activity
STM Fidecs Limited
Isle of Man
100% directly
100% directly
Holding company
Ownership interest
STM Fidecs Management Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
STM Fidecs Insurance Management Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
STM Fiscalis Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
STM Fidecs Life, Health and Pensions Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
STM Fidecs Trust Company Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
STM Fidecs Central Services Limited
Gibraltar
100% indirectly
100% indirectly
Services and Administration
STM Fidecs Pension Trustees Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
STM Fiduciaire Trustees Limited
Jersey
100% indirectly
100% indirectly Administration of clients’ assets
STM Fiduciaire Limited
STM Nummos SL
Jersey
Spain
100% indirectly
100% indirectly Administration of clients’ assets
100% indirectly
100% indirectly Administration of clients’ assets
STM (Caribbean) Limited
BVI
100% directly
100% directly
Intellectual property holding company
STM Life Assurance PCC plc
Gibraltar
100% indirectly
100% indirectly
Insurance company
Zenith Trust Company Limited
Jersey
100% indirectly
100% indirectly Administration of clients’ assets
STM Nummos Limited
England
100% directly
100% directly
Holding company
STM Nummos Life SL
STM Malta Limited
STM Malta Trust and Company Management Limited
STM Malta Insurance Management Limited
Spain
Malta
Malta
Malta
100% indirectly
100% indirectly Administration of clients’ assets
100% directly
100% directly
Holding company
100% indirectly
100% indirectly Administration of clients’ assets
100% indirectly
100% indirectly Administration of clients’ assets
STM (Cyprus) Limited
Cyprus
100% directly
100% directly
Administration of clients’ assets
STM Cyprus Services Limited
Cyprus
100% indirectly
100% indirectly Administration of clients’ assets
STM Fidecs Insurance Solutions Limited
Gibraltar
100% indirectly
100% indirectly Administration of clients’ assets
36
ANNUAL REPORT & ACCOUNTS 2014For the year from 1 January 2014 to 31 December 2014 IMPORTANT NOTE
THIS NOTICE AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any
doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you
are in the United Kingdom or, if you are resident outside the United Kingdom, from another appropriately qualified financial adviser.
If you have sold or transferred all of your shares, please forward this Notice together with the accompanying Form of Proxy, as soon as
possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for
delivery to the purchaser or transferee.
STM Group PLC (the “Company”)
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held on 13 May 2015 at 11am at 18 Athol Street,
Douglas, Isle of Man IM1 1JA for the purpose of considering and, if thought fit, passing the following resolutions:
Ordinary Resolutions
1. THAT the accounts for the year ended 31 December 2014 and the reports of the Directors and auditors thereon be received.
2. THAT Colin Douglas Porter who has retired from office by rotation in accordance with article 88 of the Company’s Articles of
Association (the “Articles”), be reappointed as a Director of the Company.
3. THAT KPMG Audit LLC be reappointed as auditors of the Company to hold office from the conclusion of the Annual General
Meeting until the conclusion of the Annual General Meeting held in 2016.
Special Resolution
4. THAT the Directors be authorised to allot Ordinary Shares for cash as if the restrictions at Article 7.1 (Pre-emption) of the Articles do
not apply to such allotment, provided such allotment or allotments are limited to the allotment of Ordinary Shares up to an aggregate
nominal amount equal to 30 per cent of the aggregate nominal amount of all the Ordinary Shares in issue as of the date of passing
this resolution, such authority to expire at the conclusion of the next annual general meeting of the Company after passing of this
resolution (the “First Period”) save that the Company may before the expiry of the First Period make an offer or agreement which
would or might require Ordinary Shares to be allotted after such expiry of the First Period (as the case may be) and the directors of the
Company may allot Ordinary Shares in pursuance of such offer or agreement as if their authority conferred hereby had not expired.
By order of the Board
Elizabeth A. Plummer
Elizabeth A Plummer
Company Secretary
18 Athol Street
Douglas
Isle of Man IM1 1JA
17 March 2015
Notes:
Resolutions 1 to 3 are to be proposed as Ordinary Resolutions. Resolution 4 is to be proposed as a Special Resolution requiring the approval of (i) on a show of
hands a majority of not less than 75 per cent of such members as are present and voting at the relevant meeting and are entitled under the Articles to vote on a
show of hands; or (ii) on a poll members of the Company holding not less than 75 per cent of the voting rights attributable to the shares held by the members
present and voting at the relevant meeting and entitled under these Articles to vote on a poll.
A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of that member. A proxy
need not be a member of the Company. A form of proxy is enclosed. Proxy forms must be returned by post or by hand to the office of the agent
of the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY not less than 48 hours before
the time of holding of the meeting. The Company specifies, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (SD
No. 743/06), that only those members entered on the register of members as at 11:00 am on 11 May 2015 (or in the event that the meeting is
adjourned, on the register of members 48 hours before the time of any adjourned meeting) shall be entitled to attend or vote at the meeting in
respect of the number of ordinary shares registered in their name at the time. Changes to the register of members after 11:00am on 11 May 2015
(or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall
be disregarded in determining the rights of any person to attend or vote at the meeting.
37
ANNUAL REPORT & ACCOUNTS 2014 COMPANY
INFORMATION
CORPORATE
Directors
Registered Office
Advisers
Auditors
KPMG Audit LLC
Heritage Court
41 Athol Street
Douglas
Isle of Man IM99 1HN
Michael R. Riddell CA
Non-Executive Chairman
Colin D. Porter
Chief Executive Officer
18 Athol Street
Douglas
Isle of Man IM1 1JA
T +44 (0)1624 626 242
Therese G. Neish BA(Hons) FCCA
Chief Financial Officer
Company Number
005398V
Alan R. Kentish ACA ACII AIRM
Director of Product and Business
Development
Company Secretary
Elizabeth Anne Plummer
FCA TEP CTA
Registrars and CREST
Service Provider
Computershare Investor Services
(Jersey) Limited
Queensway House Hilgrove Street
St Helier
Jersey JE1 1ES
Registered Agent
Greystone Trust
Company Limited
18 Athol Street Douglas
Isle of Man IM1 1JA
Nominated Adviser
and Broker
FinnCap
60 New Broad Street
London EC2M 1JJ
Solicitors to the Company
as to English law
Memery Crystal LLP
44 Southampton Buildings
London WC2A 1AP
Solicitors to the Company
as to Isle of Man law
Dougherty Quinn
The Chambers
5 Mount Pleasant
Douglas
Isle of Man
IM1 2PU
38
ANNUAL REPORT & ACCOUNTS 2014
•
STM fiduciaire
3rd floor, WindWard House
la rouTe de la liBeraTion
sT Helier
Jersey JE2 3BQ
CHannel islands
T +44 (0)1534 837 600
f +44 (0)1534 837 601
www.stmfiduciaire.je
info@stmfiduciaire.je
•
STM fidecS
Po Box 575
monTagu Pavilion
8-10 QueensWay
giBralTar
T +350 200 42686
f +350 200 42701
www.stmfidecs.gi
info@stmfidecs.gi
•
STM MalTa
Tagliaferro Business CenTre
level 2, gaieTy lane
C / W HigH sTreeT
sliema, slm1549
malTa
T +356 213 33 211
f +356 213 33 220
www.stmmalta.com
info@stmmalta.com
•
STM cypruS
Kennedy ToWers flaT 14
elefTHeroPoleos sT., no. 1
1076 niCosia
CyPrus
•
STM nuMMoS
edif. soTovila, Plaza mayor
P. n. de guadiaro, soTogrande
11311 Cádiz
sPain
T +357 25336041
or +357 25336741
T +34 956 794 781
F +34 956 795 853
www.stmcyprus.com
info@stmcyprus.com
www.stmnummos.com
info@stmnummos.com
ANNUAL REPORT & ACCOUNTS
2014