REG - Tern PLC - Board Changes

TernAnnouncement

29/10/2024 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241029:nRSc9348Ja&default-theme=true

RNS Number : 9348J  Tern PLC  29 October 2024

29 October 2024

Tern Plc

("Tern" or the "Company")

Board Changes

Grant of Options

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 Company's Board of Directors
(the "Board").  Tern is pleased to announce the appointment of Jane Karwoski
(known as "Jane McCracken") and Iain Ross as independent Non-Executive
Directors of the Company with immediate effect.  Sarah Payne and Alan Howarth
have stepped down from the Board with immediate effect to concentrate on their
other business interests.

Following these changes the Board now comprises Ian Ritchie (Non-Executive
Chairman), Jane McCracken (Non-Executive Director) and Iain Ross
(Non-Executive Director).

Jane McCracken has spent her career working with high growth technology
businesses based in the USA. UK and Europe as an entrepreneur, investor, board
member and advisor. Her experience covers a variety of areas including
software, e-commerce, digital health and clinical research.  She recently
served as an Entrepreneur-in-Residence at the Advanced Technology Development
Center, the state incubator based at Georgia Institute of Technology.  She is
the Chief Growth Officer for Corps Team, a US-based search and staffing firm
supporting startups to the Fortune 500.  Jane also serves on the board of
London Stock Exchange Main Market listed Edinburgh Worldwide Investment Trust
plc, which invests globally in high growth companies; and Radyus Research, a
US-based privately held company that advises on drug discovery, lead candidate
selection, and enabling studies.

Iain Ross has over 40 years' experience in the international life sciences and
technology sectors and has held significant roles in multi-national
pharmaceutical and biotech companies.  He has completed multiple financing
transactions and has over 30 years' experience in cross-border management as a
chairman or CEO.  He has led or participated in eight IPOs and has direct
experience of M&A transactions in Europe, the USA and the Pacific Rim.
 Currently he is Chairman of NASDAQ listed Silence Therapeutics plc,
Executive Chairman of ReNeuron Group plc and internationally holds other
non-executive director roles.

Further information on Jane McCracken and Iain Ross disclosed in accordance
with Rule 17 and Schedule 2(g) of the AIM Rules for Companies is set out
below.

Commenting, Ian Ritchie, Chairman of Tern, said: "I am delighted to welcome
Jane and Iain to the Tern Board.  I believe their skills and experience will
be invaluable as we focus on generating returns for our shareholders from
realisations.  I would also like to take this opportunity to thank Sarah and
Alan for their significant contributions to Tern and wish them well for the
future."

Grant of Options

On appointment Jane McCracken and Iain Ross have each been granted 1,200,000
options (the "Options") over ordinary shares of 0.02p each in the Company
("Ordinary Shares").  The Options vest over three years, monthly on a
straight line basis. They are exercisable for a period of 10 years at a price
of 2.45p per Ordinary Share, being twice the mid-market closing price of the
Ordinary Shares on 28 October 2024, the last practical date prior to their
appointment.

Following the grant of the Options, the total number of options outstanding
over Ordinary Shares in the Company is 10,500,000.

 

Enquiries
 
 Tern Plc                                                       via IFC Advisory

 Ian Ritchie (Chairman)

 Allenby Capital Limited                                        Tel: 0203 328 5656

 (Nominated Adviser and Broker)

 Alex Brearley / Dan Dearden-Williams (Corporate Finance)

 Kelly Gardiner / Guy McDougall (Sales and Corporate Broking)

 IFC Advisory                                                   Tel: 0203 934 6630

 (Financial PR and IR)

 Tim Metcalfe

 Graham Herring

 Florence Chandler

 

Regulatory Disclosures

 

Jane Karwoski

 

In accordance with Rule 17 and Schedule 2(g) of the AIM Rules for Companies,
Jane Catherine Karwoski (also known as Jane McCracken), aged 66, is, or has
been during the last five years, a director or partner of the following
companies/partnerships:

 

 Current directorships/partnerships        Past directorships/partnerships
 Edinburgh Worldwide Investment Trust plc  T Stamp Inc. (USA)

 Radyus Research LLC (USA)

 Belford Partners LLC (USA)

 

Mrs Karwoski does not hold any Ordinary Shares in the Company.

 

Iain Ross

 

In accordance with Rule 17 and Schedule 2(g) of the AIM Rules for Companies,
Iain Gladstone Ross, aged 70, is, or has been during the last five years, a
director or partner of the following companies/partnerships:

 Current directorships/partnerships                                  Past directorships/partnerships
 ReNeuron Group plc                                                  e-Therapeutics plc

 Detsamma Investments Pty Ltd (trading as FivepHusion) (Australia)   Redx Pharma Limited (formerly Redx Pharma plc)

 Biomer Technology Ltd                                               Palla Pharma Limited (Australia)

 Gladstone Consultancy Partnership                                   Rosscard Leisure Limited

 Gladstone Partners Limited (dormant)                                Kazia Therapeutics Limited (Australia)

 ReNeuron Holdings Limited                                           Bivictrix Therapeutics Limited (formerly known as Bivictrix Plc and Bivictrix

                                                                   Therapeutics Plc)
 ReNeuron (UK) Limited

                                                                   Redx Immunology Limited
 ReNeuron Limited

                                                                   Redx MRSA Limited
 Silence Therapeutics plc

                                                                     Redx Anti-Infectives Ltd

                                                                     Redx Pharma Limited

                                                                     Redx Oncology Ltd

                                                                     Silence Therapeutics (London) Limited

                                                                     Innopeg Limited

 

Iain Ross joined the board of Redx Pharma plc on 1 May 2017. On 24 May 2017,
Redx Pharma plc and Redx Oncology Ltd were put into administration by
Liverpool City Council, whilst Iain Ross was a director of both companies, as
a result of non-payment of an outstanding loan of £2m. On 3 November 2017
Redx Pharma plc and Redx Oncology Ltd exited administration with all creditors
paid, under the Chairmanship of Iain Ross.

Iain Ross was a director of Palla Pharma Limited, a company registered in
Tasmania Australia, when it entered into administration on 17 December 2021.
Subsequently in March 2022, a liquidator was appointed for a creditors'
voluntary liquidation process. Iain Ross resigned from the board of Palla
Pharma Limited on 20 April 2022.

Iain Ross is Chairman of ReNeuron Group plc and director of its three
subsidiaries, ReNeuron (UK) Limited, ReNeuron Holdings Limited, ReNeuron
Limited, all of which entered into administration on 20 March 2024. This
process is currently ongoing and Iain Ross remains the Chairman of ReNeuron
Group plc and a director of the three above subsidiaries.

Iain Ross does not hold any Ordinary Shares in the Company.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Names                                                        Jane Karwoski - Non-Executive Director

                                                                   Iain Ross - Non-Executive Director
 2    Reason for the notification
 a)   Position/status                                              See 1(a) above for positions - all classified as PDMRs of the Company
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Tern Plc
 b)   LEI                                                          2138005F87SODHL9CQ36
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of 0.02p each

      Identification code

                                                                   GB00BFPMV798
 b)   Nature of the transaction                                    In each case the grant of options over ordinary shares with an exercise price
                                                                   of 2.45p per share
 c)   Price(s) and volume(s)                                       Price: exercise price of 2.45p per share

                                                                   Jane Karwoski - Options over 1,200,000 Ordinary Shares

                                                                   Iain Ross - Options over 1,200,000 Ordinary Shares
 d)   Aggregated information                                       n/a

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      28 October 2024
 f)   Place of the transaction                                     Outside a trading venue

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  BOAUWUBRSOURUAA