REG - Tern PLC - Equity Fundraise of up to £2 million
05/10/2022 16:45
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RNS Number : 9306B Tern PLC 05 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN
THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH
INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
5 October 2022
Tern Plc
("Tern" or the "Company")
Equity Fundraise of up to approximately £2 million,
comprising a Subscription to raise £1.3 million
and
a Retail Offer via the PrimaryBid Platform
Tern Plc (AIM:TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, announces that it has raised £1.3
million, before expenses through a subscription of 17,333,332 new ordinary
shares ("Ordinary Shares") of 0.02p each in the Company (the "Subscription
Shares") at a price of 7.5 pence per new Ordinary Share (the "Issue Price"),
conditional upon admission to AIM (the "Subscription"). The Issue Price
represents a discount of 14.29 per cent. to the closing mid-market price of an
Ordinary Share on 4 October 2022, being the latest practicable business date
prior to this announcement.
In addition to the Subscription, there will be an offer to retail and other
investors via PrimaryBid Limited ("PrimaryBid") at the Issue Price (the
"Retail Offer", and together with the Subscription, the "Fundraise"), to
provide certain existing retail shareholders in the Company and other retail
investors with an opportunity to participate in the Fundraise. A separate
announcement will be made shortly by the Company regarding the Retail Offer
and its terms. Those investors who subscribe for new Ordinary Shares pursuant
to the Retail Offer (the "Retail Shares") will do so pursuant to the terms and
conditions of the Retail Offer contained in that announcement.
The Directors intend that the net proceeds of the Fundraise will be used to
provide Tern with a stronger negotiating position and funding for follow-on
investment opportunities in the event that any of Tern's portfolio companies
conduct a syndicated fundraise and for general corporate purposes.
The new Ordinary Shares to be issued under the Fundraise will be allotted by
the Company pursuant to the existing authorities granted by shareholder
approval to allot Ordinary Shares for cash on a non-pre-emptive basis by way
of a special resolution passed at the Company's Annual General Meeting on 27
April 2022. Neither of the Subscription nor the Retail Offer is
underwritten.
The Subscription Shares and any Retail Shares, when issued, will be fully paid
and will rank pari passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, as regards the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
Application will be made for the Subscription Shares and any Retail Shares to
be admitted to AIM ("Admission") and it is expected that Admission will take
place and trading in the Subscription Shares and any Retail Shares will
commence on or about 12 October 2022.
The Subscription is conditional upon the Admission of the Subscription Shares
becoming effective not later than 8.00 a.m. on 12 October 2022, or such later
time and/or date as the Company may agree (being not later than 8.00 a.m. on
26 October 2022).
A further announcement will be made following completion of the Retail Offer
detailing the total amount raised by the Company through the Fundraise.
Allenby Capital Limited is acting as Nominated Adviser and sole Broker to the
Company in relation to the Subscription.
Directors' participation in the Subscription
Ian Ritchie, Al Sisto, Bruce Leith, Sarah Payne, Matthew Scherba and certain
of Matthew's family members have subscribed for a total of 379,998
Subscription Shares at the Issue Price in the Subscription (the "Directors'
Participation"). Details of the Directors' Participation are outlined in the
table below.
Director Position Subscription Shares being subscribed for Shareholding following Admission
Ian Ritchie Chairman 66,666 Ordinary Shares 1,636,999 Ordinary Shares
Al Sisto Chief Executive Officer 100,000 Ordinary Shares 10,716,000 Ordinary Shares
Bruce Leith Executive Director 66,666 Ordinary Shares 8,923,899 Ordinary Shares
Sarah Payne Chief Financial Officer 66,666 Ordinary Shares 166,666 Ordinary Shares
Matthew Scherba and family members Executive Director 80,000 Ordinary Shares 796,666 Ordinary Shares
The FCA notifications, made in accordance with the requirements of UK MAR, are
appended further below.
Enquiries
Tern Plc via IFC Advisory
Al Sisto (CEO)
Sarah Payne (CFO)
Allenby Capital Limited Tel: 0203 328 5656
(Nominated Adviser and Broker)
David Worlidge / Alex Brearley (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
Notice to Distributors
Solely for the purposes of the temporary product intervention rules made under
sections S137D and 138M of the FSMA and the FCA Product Intervention and
Product Governance Sourcebook (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect thereto, the
Subscription Shares have been subject to a product approval process, which has
determined that the Subscription Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, as defined under the FCA Conduct of
Business Sourcebook COBS 3 Client categorisation, and are eligible for
distribution through all distribution channels as are permitted by the FCA
Product Intervention and Product Governance Sourcebook (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Subscription Shares may decline and investors could lose all
or part of their investment; the Subscription offers no guaranteed income and
no capital protection; and an investment in the Subscription is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Subscription. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Allenby Capital Limited will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of the FCA Conduct of Business Sourcebook COBS 9A and 10A
respectively; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Subscription Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Subscription Shares and determining appropriate
distribution channels.
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) Full name of person Dealing Ian Ritchie
2. Reason for notification
(b) Position/status Chairman
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 66,666
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 66,666
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 66,666
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing Al Sisto
2. Reason for notification
(b) Position/status Chief Executive Officer
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 100,000
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 100,000
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 100,000
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing Bruce Leith
2. Reason for notification
(b) Position/status Executive Director
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 66,666
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 66,666
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 66,666
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing Sarah Payne
2. Reason for notification
(b) Position/status Chief Financial Officer
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 66,666
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 66,666
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 66,666
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing Matthew Scherba
2. Reason for notification
(b) Position/status Executive Director
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 26,666
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 26,666
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 26,666
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing L Scherba
2. Reason for notification
(b) Position/status L Scherba is a person closely associated with Investment Director, Matthew
Scherba, who is a person discharging managerial responsibilities
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 26,667
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 26,667
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 26,667
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing S Scherba
2. Reason for notification
(b) Position/status S Scherba is a person closely associated with Investment Director, Matthew
Scherba, who is a person discharging managerial responsibilities
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Tern plc
(e) 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 0.02 pence each in the Company
(b) Identification code GB00BFPMV798
(c) Nature of the transaction Subscription of new ordinary shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
7.5 pence 26,667
(e) Aggregated information: Single transaction as in 4(d) above
Prices(s) Volume(s)
- Aggregated volume 7.5 pence 26,667
- Price
(f) Date of transaction 5 October 2022
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s) Volume(s)
7.5 pence 26,667
(f)
Date of transaction
5 October 2022
(g)
Place of transaction
Outside a trading venue
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