REG - Tern PLC - Device Authority Convertible Loan Notes Investment

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RNS Number : 3552F  Tern PLC  22 May 2026

22 May 2026

 

Tern Plc

 

("Tern" or the "Company")

 

Investment in Device Authority Convertible Loan Notes

 

Tern Plc (AIM:TERN), the investment company specialising in supporting high
growth, early-stage, disruptive Internet of Things ("IoT") technology
businesses, announces that it has invested US$280,000 (approximately
£209,000) in new unsecured convertible loan notes (the "CLNs") issued by
Device Authority Limited ("Device Authority").  The investment in the Device
Authority CLNs will be funded from the proceeds of the Company's recent Open
Offer.

 

The CLNs carry an interest rate of 8 per cent. per annum and the CLNs'
principal amount and accrued interest are convertible on either a change of
control of Device Authority, or a fundraising of at least US$5 million (a
"Qualifying Fundraise") undertaken by Device Authority, or, if neither have
occurred on 30 June 2027.  On a change of control, the CLNs are convertible
at a three times multiple to their face value and the value of accrued
interest.  On a Qualifying Fundraise the CLNs are convertible at a 25 per
cent discount to the Qualifying Fundraise price.  If neither a change of
control nor a Qualifying Fundraise has taken place, the CLNs will mature on 30
June 2027.

 

As at 30 June 2025, the date of Tern's last published book valuation, Tern's
holding in Device Authority had a total unaudited book value of £4.0 million.
Following the issue of the CLN, Tern's equity holding in Device Authority will
be unchanged and Tern will continue to hold approximately 25.3% of Device
Authority's equity (before any dilution on exercise of share options),
although now with a CLN holding of approximately £0.21 million.

 

As part of the same overall funding round, Device Authority is in the process
of raising up to US$1.6 million of funding from existing investors through the
issue of CLNs on the same terms.

 

Jane McCracken, Interim Non-Executive Chair of Tern, said: "We are pleased to
be able to provide this further funding to Device Authority, which is part of
a larger fundraise by the business to ensure they have sufficient working
capital to service significant contracts expected in the near term. We remain
very excited by the potential of Device Authority and our other portfolio
companies, and are focused on realising value from them as soon as is
appropriate."

 

Further information on Device Authority

 

Device Authority is a global leader in Identity and Access Management ("IAM")
for the IoT; focused on the automotive, medical device ("IoMT") and industrial
("IIoT") sectors. Device Authority's KeyScaler™ platform provides zero touch
provisioning and complete automated lifecycle management for securing IoT
devices and data at scale, with frictionless deployment across device
provisioning, authentication, credential management, policy based end-to-end
data security/encryption and secure OTA (over the air) and HSM (hardware
security module) updates.

 

Based on Device Authority's latest statutory accounts for the year ended 31
December 2025, as at that date it had net assets of approximately £11,609,000
and incurred a loss for the year of approximately £1,750,000. Given the
historic and statutory nature of these figures, Tern does not consider this to
be representative of the current business, trading performance and prospects
of Device Authority.

 

Enquiries

 

 Tern Plc                                           via IFC Advisory

 Jane McCracken (Interim Non-Executive Chair)

 Allenby Capital Limited                            Tel: 0203 328 5656

 (Nominated Adviser and Broker)

 Alex Brearley / Ashur Joseph (Corporate Finance)

 Kelly Gardiner (Sales and Corporate Broking)

 IFC Advisory                                       Tel: 0203 934 6632

 (Financial PR and IR)

 Tim Metcalfe

 Graham Herring

 Florence Staton

 

 

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