REG - Tern PLC - Disclosure under Rule 20.3(b): DirectorsTalk video

TernAnnouncement

15/07/2022 15:00

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RNS Number : 6965S  Tern PLC  15 July 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

15 July 2022

Disclosure under Rule 20.3(b) in respect of

Recommended All-Share Offer

for

Pires Investments plc ("Pires")

by

Tern plc ("Tern")

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006

On 1 June 2022, it was announced that the Tern Directors and Pires Directors
had reached agreement on the terms of a recommended all-share offer by Tern
for the issued and to be issued share capital of Pires, to be effected by
means of a court-sanctioned scheme of arrangement (the "Scheme") between Pires
and Pires Shareholders under Part 26 of the Companies Act 2006 (the
"Acquisition")(the "2.7 Announcement").

On 28 June 2022, it was announced, inter alia, that the scheme document in
relation to the Scheme (the "Scheme Document") would be published and posted
to Pires Shareholders (other than to Pires Shareholders in certain Restricted
Jurisdictions) on that date.

Publication of DirectorsTalk interview on website

In accordance with Rule 20.3(b) of the Code, the Tern Directors announce that
a DirectorsTalk interview video (the "Interview") with Al Sisto, Chief
Executive Officer of Tern, and Nick Lee, Director of Pires has been posted to
the Company's website, www.ternplc.com (http://www.ternplc.com) . The
Interview provides information on the portfolios of each of Tern and Pires as
well as the background to and reasons for the Acquisition.

Words and expressions defined in the 2.7 Announcement, the Scheme Document or
the Tern Circular shall, unless the context provides otherwise, have the same
meanings in this announcement.

 

Enquiries:

 

 Tern plc                                                               via IFC Advisory

 Al Sisto, Chief Executive Officer

 Sarah Payne, Chief Financial Officer

 Allenby Capital Limited                                                +44 (0) 20 3328 5656

 Financial Adviser, Nominated Adviser and Broker to Tern

 David Worlidge / Alex Brearley / Freddie Wooding (Corporate Finance)

 Matt Butlin (Sales and Corporate Broking)

 IFC Advisory                                                           +44 (0) 20 3934 6630

 PR advisers to Tern                                                    tern@investor-focus.co.uk

 Tim Metcalfe / Graham Herring / Florence Chandler

Important notices

Neither this announcement nor any of the documents referred to herein do or
are intended to constitute or form part of any offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to the Scheme
or otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful, nor shall there be any sale of any securities in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement and/or any of
the documents referred to herein (in whole or in part) in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Allenby Capital, which is authorised and regulated by the FCA in the UK, is
acting as financial adviser, nominated adviser and joint broker exclusively
for Tern and no one else in connection with the Acquisition and this
announcement and will not be responsible to anyone other than Tern for
providing the protections afforded to clients of Allenby Capital or for
providing advice in relation to the Acquisition, the content of this
announcement or any matter referred to herein. Allenby Capital's
responsibilities as Tern's Nominated Adviser under the AIM Rules for Companies
and AIM Rules for Nominated Advisers are owed solely to London Stock Exchange
and no other person. Allenby Capital has not authorised and is not making any
representation or warranty, express or implied, as to the contents of this
announcement.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.  An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s).  An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later than 3.30
p.m. (London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day following the announcement in which any securities
exchange offeror is first identified.  Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror.  A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified.  You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by Pires and Tern contain certain forward-looking statements,
beliefs or opinions with respect to the financial condition, results of
operations and business of the Wider Pires Group and the Tern Group. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts.

Forward-looking statements may often, but not always, be identified by the use
of forward-looking terms such as "may", "will", "expects", "believes",
"hopes", "anticipates", "aims", "plans", "estimates", "projects", "targets",
"intends", "forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable", "trend",
"seeks" or variations of such words and phrases or statements that certain
actions, events or results "could", "should", "would" or "might" be taken,
occur or be achieved or the negative of such terms or other variations on such
terms or comparable terminology.

Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. These statements are based on
assumptions and assessments made by Pires and/or Tern, as the case may be, in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors that they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors that could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements are unknown.

Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the statements were
made, no assurance is given by Pires and/or Tern that such expectations or the
assumptions and assessments underlying them will prove to have been correct
and the circumstances may change. You are, therefore, cautioned not to place
undue reliance on these forward-looking statements. Neither Pires nor Tern
assumes any obligation, and Pires and Tern disclaim any intention or
obligation, to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation.

Save as specifically stated in this announcement, any such forward-looking
statements have not been reviewed by the auditors of Pires or Tern or their
respective financial advisers. Such forward-looking statements involve known
and unknown risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. There are many factors which
could cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements is the satisfaction of any conditions to the Offer,
as well as additional factors such as changes in global, political, economic,
business, competitive, market and regulatory forces (including as a result of
governmental, business or individual responses to the COVID-19 pandemic and
any variant thereof), future exchange and interest rates, changes in tax rates
and future business combinations or dispositions. Such forward looking
statements should, therefore, be construed in the light of such factors.
Neither Pires nor Tern, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur.

No Profit Forecasts or Estimates

No statement in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for Tern, Pires or the Enlarged
Group, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share or dividend per share for Tern, Pires or the Enlarged Group, as
appropriate.

Publication on websites

Pursuant to Rule 26.1 of the Code, a copy of this announcement and other
documents in connection with the Acquisition will, subject to certain
restrictions, be available for inspection on Tern's website at www.ternplc.com
and on Pires' website at www.piresinvestments.com no later than 12 noon
(London time) on the business day following this announcement. The contents of
the websites referred to in this announcement are not incorporated into, and
do not form part of, this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person. Neither
this announcement nor any of the documents referred to herein do or are
intended to constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is unlawful. The Scheme Document and the accompanying Forms of Proxy have been
prepared for the purposes of complying with English law, the rules of the
London Stock Exchange, the AIM Rules and the Code, and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside of England and Wales.

Unless otherwise determined by Tern or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of the this announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving such
documents (including agents, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related vote in
respect of the Acquisition.

The availability of the New Tern Shares under the Acquisition to Pires
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident (which
may affect the ability of such Pires Shareholders to vote their Pires Shares
with respect to the Scheme and the Acquisition at the Meetings, or to execute
and deliver Forms of Proxy appointing another to vote at the Meetings on their
behalf). The New Tern Shares may not be offered, sold or delivered, directly
or indirectly in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable securities laws
of those jurisdictions, or otherwise permitted under applicable securities
laws of those jurisdictions.

 

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