REG - Tern PLC - Board and Management Restructuring

TernAnnouncement

10/08/2023 07:00

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RNS Number : 8597I  Tern PLC  10 August 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018).  UPON THE PUBLICATION OF THIS
ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC
DOMAIN.

 

10 August 2023

 

Tern Plc

 

("Tern" or the "Company")

Board and Management Restructuring

Directorate Changes

Tern Plc (AIM:TERN), the investment company specialising in supporting high
growth, early-stage, disruptive Internet of Things ("IoT") technology
businesses, announces a number of changes to the board of the Company (the
"Board") and the Company's management structure.

 

Matthew Scherba and Bruce Leith have both stepped down from the Board with
immediate effect.  Matthew Scherba, having been on secondment to Tern's
portfolio company InVMA Limited, intends to transition to the full time Chief
Executive Officer position at Konektio during August 2023.  Bruce Leith will
remain with Tern as an employee and a member of its senior management team.

 

Sarah Payne will step down as the Company's Chief Financial Officer and
Company Secretary on or before 30 September 2023 to take up a position with
another company, but will remain on the Board as a Non-Executive Director.  A
further announcement will be made when this change occurs.  The Company
expects to shortly appoint a part-time Chief Financial Officer, which will be
a non-Board position.

 

Following these changes, the Board of the Company will comprise: Ian Ritchie
(Non-executive Chairman), Alan Howarth (Senior Independent Non-Executive
Director) and Sarah Payne (Non-executive Director).

 

The Board will be supported by a non-Board senior executive management team
comprising: Al Sisto (as Chief Executive Officer), Bruce Leith and a part-time
Chief Financial Officer.  The senior management team will receive materially
reduced remuneration from the levels they received when members of the Board.

 

In addition, the Company is implementing other cost saving measures, including
moving to a lower cost office.  However, the Company will continue to be
required to incur legal and other professional fees associated with the
portfolio companies and being an AIM quoted company at least at historic
levels, before any additional professional costs, in particular legal costs,
incurred in relation with the disposal of any portfolio company holding.
Overall, the measures being implemented are expected to save approximately 40%
of the Company's overall central costs in 2024, when compared to the level for
2022.

 

No compensation is being paid to any individual for loss of office or the
change in their role.  Additionally, on the disposal of Tern's holding in any
of its portfolio companies the Board has resolved that no more that 10% of the
net disposal proceeds will be available for additional Board, management or
employee remuneration.

 

This Board and management restructuring is intended to provide an appropriate
governance and management structure for the Company, at significantly reduced
cost, as the Company seeks to realise value from its portfolio of IoT
technology businesses.  It is the Board's intention that the Company will not
invest in any companies or entities not already part of Tern's existing
portfolio until such time as the Company has realised material value from its
current portfolio companies.

 

The Company expects to release its interim results for the six months ended 30
June 2023 before the end of August 2023.

 

Commenting, Ian Ritchie, Non-executive Chairman, said: "We recognise the
desire of shareholders to see a reduction in Tern's central costs whilst
maintaining our hands on approach with our investee companies and focussing on
realising value from them.  The restructuring we are announcing today,
together with other measures we are taking, is designed to significantly
reduce our overheads whilst we look to deliver value to our shareholders from
the Company's investments.

 

"It is my role as Chairman to ensure that the Board acts independently and in
the interests of all shareholders.  I am delighted that we are retaining the
services of Sarah Payne as a Non-Executive Director as her skills and
experience of Tern will be invaluable as we seek to maximise shareholder
returns from our portfolio of exciting IoT businesses.  I look forward to
continuing to work with Sarah, Tern's Senior Independent Non-executive
Director, Alan Howarth, and the senior management team of Al Sisto and Bruce
Leith, coupled with our new part time CFO (once appointed).  This is a team
that has a deep understand of Tern's portfolio companies and their markets and
I believe is best placed to ensure that maximum value is extracted from them,
continuing our hands on approach, in order for Tern to be able to deliver
returns to its shareholders.

 

"I would also like to take this opportunity to thank Matthew Scherba for his
contribution to Tern over the past four years and we wish him well in his new
role at Konektio.  We are sure that he will be focussed hard on driving the
value of Konektio and maximising the return to Tern as a shareholder in the
business.

 

"Our portfolio companies continue to perform well as leaders in their
categories and we look forward to providing a further update with the release
of our interim results later this month."

 

Enquiries

 

 Tern Plc                                                     via IFC Advisory

 Ian Ritchie (Non-executive Chairman)

 Allenby Capital Limited                                      Tel: 0203 328 5656

 (Nominated Adviser and Broker)

 Alex Brearley / Dan Dearden-Williams (Corporate Finance)

 Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)

 IFC Advisory                                                 Tel: 0203 934 6630

 (Financial PR and IR)                                        tern@investor-focus.co.uk (mailto:tern@investor-focus.co.uk)

 Tim Metcalfe

 Graham Herring

 Florence Chandler

 

 

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