REG - Tern PLC - Open Offer at 0.40p to raise up to £384,408
13/02/2026 07:00
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RNS Number : 8532S Tern PLC 13 February 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE
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AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN TERN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF TERN PLC.
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").
13 February 2026
Tern Plc
("Tern" or the "Company")
Open Offer at 0.40p per Open Offer Share to raise up to £384,408
Tern Plc (AIM:TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, announces an Open Offer to raise up to
£384,408 (before expenses) through the issue of up to 96,101,957 Open Offer
Shares at an Issue Price of 0.40p per Open Offer Share.
Under the Open Offer, all Qualifying Shareholders are entitled to subscribe
for Open Offer Shares at the Issue Price on the basis of:
1 Open Offer Share for every 7 Ordinary Shares held on the Record Date.
The Issue Price of 0.40p per Open Offer Share represents a discount of 20 per
cent. to the closing middle market price of 0.50p for each Ordinary Share on
12 February 2026 (the latest practicable date prior to this announcement).
The Open Offer is only conditional upon the admission of the Open Offer Shares
to trading on AIM. It is expected that Admission will become effective and
dealings in the Open Offer Shares will commence on 4 March 2026. The Open
Offer is not underwritten.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission. The Open Offer Shares will be issued pursuant to the authority
granted to the directors at the Annual General Meeting of the Company held on
30 June 2025.
The Open Offer is open for acceptance from now until 2 March 2026. Details
of the Open Offer will be set out in a Circular to be sent to shareholders
later today. The Circular sets out the reasons for and further details of the
Open Offer, including its terms and conditions and risk factors.
Extracts from the Circular, including the Open Offer's Expected Timetable of
principal events, are set out below in Appendix 1.
The above summary should be read in conjunction with the full text of this
announcement and the Circular. Unless defined otherwise, capitalised terms
used throughout this announcement shall have the meanings given to such terms
in the Definitions section below. References to paragraphs below refer to the
relevant paragraphs of the Circular and references to 'this Document' refer to
the Circular. References to numbered 'Parts' below refer to the relevant parts
of the Circular.
Your attention is drawn to the risk factors set out in Part II of the
Circular. Details of the action to be taken if you wish to subscribe for Open
Offer Shares are provided in Part III of the Circular.
The Circular will be posted to shareholders today and a copy of the Circular
will be shortly available on the Company's website:
https://www.ternplc.com/investors (https://www.ternplc.com/investors)
Enquiries:
Tern Plc via IFC Advisory
Jane McCraken (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
Open Offer - Expected Timetable of principal events
Record Date for the Open Offer 6:00 p.m. on 12 February 2026
Announcement of the Open Offer 7:00 a.m. on 13 February 2026
Existing Ordinary Shares marked "ex" by the London Stock Exchange 13 February 2026
Posting of Circular and Application Form 13 February 2026
Posting of Notice of the Open Offer in the London Gazette 16 February 2026
Basic and Excess Entitlements credited to stock accounts in CREST of 16 February 2026
Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Basic Entitlements and 4:30 p.m. on 24 February 2026
Excess Entitlements from CREST
Latest time for depositing Basic Entitlements and/or Excess Entitlements into 3:00 p.m. 25 February 2026
CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3:00 p.m. on 26 February 2026
market claims only)
Latest time and date for receipt of completed Application Forms and payment in 11:00 a.m. on 2 March 2026
full under the Open Offer or settlement of relevant CREST instruction (as
appropriate)
Expected date of announcement of results of the Open Offer 3 March 2026
Expected date for Admission and commencement of dealings of the Open Offer 8:00 a.m. on 4 March 2026
Shares
Expected date for the Open Offer Shares to be credited to CREST stock accounts 4 March 2026
Latest date for dispatch of definitive share certificates for Open Offer 18 March 2026
Shares
Notes:
(i) References to times in this Document are to London time (unless
otherwise stated).
(ii) If any of the above times or dates should change, the revised times
and/or dates will be notified by an announcement to an RIS.
Open Offer statistics
Issue Price 0.40 pence
Number of Existing Ordinary Shares in issue as at the date of this Document 672,713,705
Basis of the Open Offer 1 Open Offer Share for every 7 Existing Ordinary Shares held
Maximum number of Open Offer Shares to be issued pursuant to the Open Offer 96,101,957
Enlarged Share Capital immediately upon Admission of the Open Offer Shares* 768,815,662
Percentage of the Enlarged Share Capital represented by the Open Offer Shares* 12.50 per cent.
The gross proceeds from the Open Offer (approximately)* £384,408
ISIN for Existing Ordinary Shares GB00BFPMV798
ISIN for Basic Entitlements GB00BSTS1V86
ISIN for Excess Entitlements GB00BSTS1W93
Notes:
* assumes full take up of the 96,101,957 Open Offer Shares
Please refer to Appendix 1 below for further information
Appendix 1
The following is an extract from the letter from the Chair set out in the Circular, substantially in the same form.
1. Introduction
The Company is proposing to raise up to approximately £384,408 pursuant to
the Open Offer. The Open Offer is being made on a pre-emptive basis, allowing
all Qualifying Shareholders the opportunity to participate by subscribing for
Open Offer Shares at the Issue Price of 0.40 pence per Ordinary Share, pro
rata to their holdings of Existing Ordinary Shares. The Open Offer is not
underwritten.
The purpose of this Document is to set out the background to, and reasons for,
the Open Offer and to provide Qualifying Shareholders with details of its
terms and conditions.
2. Background to and reasons for the Open Offer
The focus of the Board and Tern's executive management remains on realisations
and specifically seeking to maximise the value that can be realised from
Tern's portfolio companies and investments through successful exits from its
investments at the appropriate time, ultimately seeking strong returns for
Shareholders.
The Board believes that while the global macroeconomic backdrop continues to
be challenging for early-stage technology businesses, the Company's current
direct portfolio companies, Device Authority Limited ("Device Authority"),
FVRS Limited and Talking Medicines Limited, continue to make progress and the
Board believes they are approaching the stage where it would be appropriate
for Tern to exit the investments in due course. However, the potential
shorter-term exit opportunities that have been presented to Tern have been
limited and, if and when available, the Directors believe these are not likely
to be in the best interests of Shareholders, being likely to be at a
significant discount to the current carrying value of the relevant holding and
the Directors' current expectations of the longer-term value of the holding.
Against this background, the Company has sought the views of Shareholders,
including through the appointment of Robert (Rob) Stevens as an adviser to the
Company on Shareholder relations, which has provided valuable insight and
input regarding Shareholders' views on the Company's strategy.
It is clear to the Board that the view of a substantial amount of Shareholders
is that Tern's corporate costs must be minimised in order to allow the largest
possible proportion of the Company's limited capital resources to be deployed
to seek to maximise the value achievable from Tern's direct portfolio
companies. Therefore, to further reduce the Company's operational costs as far
as practical, in Q4 2025 additional material cost reductions were implemented,
together with seeking to align incentives with Shareholders. As announced on 9
October 2025, these included:
· Fixed remuneration reduction: A 50% reduction in the salaries for
the two Directors and executive managers (from 1 November 2025), which is
expected to save c.£153,000 on an annualised basis.
· Performance-aligned remuneration policy: The Board has adopted a
remuneration policy whereby 12.5% of the net proceeds of any exit of the
Company's investments will be allocated to the executive team and Board, being
those directly responsible for the Company's capital allocation, strategy, and
execution.
· Shareholder distribution commitment: The Board has committed that
shareholders will receive a distribution or capital return of at least 50% of
the net proceeds received by the Company from the exit of any individual
investment over £1 million (subject to the Company having sufficient
distributable reserves and no legal or regulatory impediment to undertaking
such an action).
In parallel with cost cutting measures, as announced on 28 November 2025, the
Company exited its funding obligation to Sure Valley Ventures Enterprise
Capital Fund LP ("SVV2"), having sought relief from future capital calls.
Under the terms of the SVV2 Limited Partnership Agreement ("LPA"), Tern has
been classified as a 'defaulting investor'. Tern announced on 15 January
2026 that it been notified by the General Partner of SVV2 (the "General
Partner") that Tern has ceased to be a limited partner in the SVV2 partnership
and that the entire of Tern's interest in SVV2 has been transferred to other
investors in SVV2 or otherwise forfeited. Tern was also informed that it is to
receive substantially nil consideration, either now or at the end of the life
of SVV2, in relation to this. The General Partner also stated that it
considers Tern to owe default interest and costs, and additional legal costs
amounting to a total of approximately £40,000. The General Partner also
stated to Tern that the LPA requires a defaulting investor to indemnify the
partnership and the General Partner for losses arising as a consequence of a
default, and quantified its view on the aggregate amount in this respect in
relation to the period between 28 November 2025 and 24 February 2032 as
approximately £184,000, although at this stage Tern continues to consider
that it has had insufficient data to come to its own determination regarding
the General Partner's view regarding this deemed amount. Tern continues to
take legal advice in relation to its position regarding SVV2. This step to not
invest further in SVV2 was taken to protect Tern's balance sheet and focus
capital on its direct portfolio where the Directors believe Tern has the most
influence and potential for value creation.
However, despite the cost reduction measures undertaken, as an AIM-quoted
company, the Company still incurs material professional fees and costs, both
associated with maintaining its status as a publicly traded company and with
maintaining its portfolio, many of which are largely fixed.
Subject to audit, during the year ended 31 December 2025, approximately £1.0
million was used in the Company's operations and approximately £0.5 million
was deployed within its existing portfolio, through equity and loan
investments.
Venture financing has tightened, and syndicates now routinely link continuing
investor participation to anti‑dilution or reset terms that can be punitive
for non‑participants. Against this background, Tern's venture capital
partners are increasingly seeking to use 'pay-to-play' structures which mean
that if Tern cannot participate to the best extent that Tern's overall funding
position will permit and on the required timeline, the Company's positions
risk being severely diluted or possibly even eliminated, which would
materially reduce the value previously built and any future exit proceeds
available for distribution to shareholders.
The Board considers that a salient historic example of how quickly portfolio
value can be impaired when capital is not available promptly was the Company's
investment in InVMA Limited. In November 2023 the Company's
non‑participation in a follow‑on funding round led to a transfer of 75% of
Tern's holding into a valueless deferred share class, followed by InVMA
Limited ultimately entering administration, resulting in the Company's holding
being valued at zero thereafter.
In the absence of suitable exit opportunities, the Company therefore requires
additional funding to: (i) maintain the Company's admission to AIM; (ii)
potentially participate in future fundraisings that are likely to be conducted
by Tern's direct portfolio companies; and (iii) seek to prevent or limit the
consequent potentially significant reduction in the net asset value of the
Company from Tern not participating in future fundraisings by Tern's direct
portfolio companies.
The Company is therefore proposing the Open Offer, which if fully subscribed
would utilise substantially all of the Director's current authority to allot
Ordinary Shares without disapplying pre-emption rights, as an appropriate
funding mechanism to provide a contribution to such funding needs and gives
all Qualifying Shareholders the opportunity to back Tern on the same terms,
pre‑emptively, and to subscribe for Excess Shares if available.
Depending on the overall level of uptake in the Open Offer, the proceeds of
the Open Offer are intended to be used, in priority order, to:
1. Participate in an expected short-term convertible loan note fundraise
by Device Authority Limited, where the Board believes such participation is
crucial to seeking to preserve the value of Tern's holding in Device
Authority, especially upon a future exit of this investment;
2. Maintain the costs of Company's admission to AIM and cover its
corporate overheads; and
3. Participate, to the best extent that Tern's overall funding position
will permit, in other 'pay-to-play' / follow‑on rounds that the Company's
direct portfolio companies may perform in the future, to seek to defend and,
where attractive and if possible, potentially enhance ownership and exit
optionality in certain of these companies.
In order to meet all of Tern's stated funding objectives described above and
ongoing working capital needs, in the absence of a material exit of a
portfolio company holding or a material asset sale, it is anticipated that the
Company will be required to raise further funds in addition to the net
proceeds of the Open Offer within the next 12 months.
The Board unanimously believes the Open Offer is in the best interests of
Shareholders. Your participation should make a contribution to helping protect
existing value, preserving exit potential, and supporting Tern's direct
portfolio companies, especially Device Authority, through capital‑intensive,
pay-to-play phases, that could otherwise significantly impact the Company's
equity positions and future returns for Shareholders, especially upon future
exits. The Directors strongly encourage all Qualifying Shareholders to
participate in the Open Offer.
Since the end of 2025, Tern has:
i) received an unsecured loan of US$42,000 from a vehicle controlled
by Al Sisto, the non-board CEO of Tern, which does not have a fixed repayment
date and does not bear interest other than the de minimus repayment of costs,
to provide the Company with flexibility in relation to its short-term capital
needs; and
ii) realised gross cash proceeds of approximately £20,000 from the
sale of a minority part of its holding in Sure Ventures plc ("Sure Ventures")
which is listed on the Specialist Fund Segment of the London Stock Exchange,
following which Tern currently retains a holding of 177,050 shares in Sure
Ventures.
Notwithstanding the above actions, the Company's working capital has become
highly constrained and as at 6 February 2026 the Company's unaudited cash
balance was approximately £24,000.
The Open Offer is not being underwritten. In order to cover the Company's
short-term funding and working capital adequacy requirements, including the
costs of maintaining the Company's Admission to AIM, the Company will likely
be required to progress alternative funding solutions if it cannot manage its
creditors over the short-term. This course of action will also be especially
likely if the Open Offer is poorly subscribed.
The Company's current portfolio of investments had an unaudited value of
approximately £9.8 million as at 30 June 2025, the substantial majority of
which is invested in private companies, although the Company's holding in Sure
Ventures, which is listed on the Specialist Fund Segment of the London Stock
Exchange, had an unaudited value of approximately £115,000 at the closing bid
price of the Sure Ventures shares on 12 February 2026, the last practical date
prior to the publication of this Document.
Should funding be required on an urgent basis and in the absence of other
funding options, as an investing company, the Board is confident that the
Company would have several options within the portfolio to be able to conduct
short-term asset disposals in order to provide capital to cover the Company's
working capital needs for the coming months from the date of this Document.
However, the Directors believe that if this had to be performed on an urgent
basis, then it could only be achieved at a very substantial discount to the
current carrying value of the relevant holdings and the Directors' current
expectations of the longer-term value of these holdings. Therefore, the
Directors believe such short-term asset disposals would not be in the best
interests of Shareholders.
Other alternatives to meet the Company's short-term working capital and
funding needs may include structures that utilise the Director's authority to
allot Ordinary Shares that may remain if the Open Offer is not fully
subscribed, or debt arrangements, which the Company has utilised from time to
time historically. These alternatives may be more costly, more dilutive to
Shareholders, or less certain in outcome. Shareholders are therefore strongly
encouraged to consider the strategic importance of the Open Offer in
supporting the costs of the Company's continuing Admission to AIM, financial
health, asset value and medium to long-term portfolio prospects.
3. The Open Offer
The Company is proposing to raise up to approximately £384,408 pursuant to
the Open Offer. The Issue Price of 0.40 pence per Open Offer Share represents
a discount of 20 per cent. to the closing mid-price of 0.50 pence per Ordinary
Share on 12 February 2026, the latest practicable date prior to announcing the
Open Offer. The Open Offer is being made on a pre-emptive basis, allowing all
Qualifying Shareholders the opportunity to participate.
The Open Offer provides Qualifying Shareholders with the opportunity to apply
to acquire Open Offer Shares at the Issue Price pro rata to their holdings of
Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Share for every 7 Existing Ordinary Shares held
Entitlements to apply to acquire Open Offer Shares will be rounded down to the
nearest whole number and any fractional entitlement to Open Offer Shares will
be aggregated under the Excess Application Facility.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Basic Entitlements as shown on the Application Form. Applicants can
apply for less or more than their entitlements under the Open Offer but the
Company cannot guarantee that any application for Excess Shares under the
Excess Application Facility will be satisfied as this will depend in part on
the extent to which other Qualifying Shareholders apply for less than or more
than their own Basic Entitlements. The Company may satisfy valid applications
for Excess Shares of applicants in whole or in part but reserves the right not
to satisfy any excess above any Basic Entitlement. Applications made under the
Excess Application Facility will be scaled back pro rata to the number of
Excess Shares applied for by Qualifying Shareholders under the Excess
Application Facility if applications are received from Qualifying Shareholders
for more than the available number of Excess Shares.
Qualifying Shareholders who do not take up their Basic Entitlements in full
will experience a dilution to their interests of approximately 12.50 per cent.
following Admission (assuming full subscription under the Open Offer).
Qualifying Shareholders with fewer than 7 Existing Ordinary Shares will not be
able to apply for Open Offer Shares.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
Conditions
The Open Offer is conditional, inter alia, upon the Admission of the Open
Offer Shares becoming effective by not later than 8:00 a.m. on 4 March 2026
(or such later time and/or date as the Company may determine, being not later
than the Long Stop Date).
If conditions are not satisfied and Admission does not occur by 8:00 a.m. on 4
March 2026 (or by 8:00 a.m. on the Long Stop Date), the Open Offer will not
proceed and any applications made by Qualifying Shareholders will be rejected.
In such circumstances, application monies will be returned (at the applicant's
sole risk), without payment of interest, as soon as practicable thereafter.
Revocation of applications for Open Offer Shares cannot occur after dealings
have begun.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for
Open Offer Shares at the Issue Price pro rata to their existing holdings of
Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of their Basic
Entitlements. To the extent that Basic Entitlements are not subscribed by
Qualifying Shareholders, such Open Offer Shares will be available to satisfy
such excess applications, subject always to a maximum of 96,101,957 Open Offer
Shares in aggregate and provided that no Qualifying Shareholder shall be
entitled to subscribe for Open Offer Shares if it would bring their aggregate
interest in the share capital of the Company to more than the Aggregate Limit.
To the extent that applications are received in respect of an aggregate of
more than 96,101,957 Open Offer Shares and/or would result in a Qualifying
Shareholder having an aggregate interest in the share capital of the Company
which would exceed the Aggregate Limit, excess applications will be scaled
back pro rata to the number of Excess Shares applied for by Qualifying
Shareholders under the Excess Application Facility.
The Open Offer will be made to Shareholders outside of the United Kingdom and
EEA by means of a notice in the London Gazette, details of which are provided
in paragraph 7 of Part III of this Document.
Qualifying Shareholders should note that the Open Offer is not a rights issue.
Qualifying non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying Shareholders should
also be aware that, in the Open Offer, unlike in a rights issue, any
entitlements to Open Offer Shares not applied for or not taken up will not be
sold in the market or placed for the benefit of Qualifying Shareholders who do
not apply under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Open Offer Shares will commence at
8:00 a.m. on 4 March 2026. Further information in respect of settlement and
dealings in the Open Offer Shares is set out in paragraph 9 of Part III of
this Document.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer
Shares pursuant to the Open Offer and should refer to paragraphs 6 and 7 of
Part III of this Document. Persons who have a registered address in or who are
located and/or resident in or are citizens of, in each case, a country other
than the United Kingdom should consult their professional advisers as to
whether they require any governmental or other consents or need to observe any
other formalities to enable them to acquire or subscribe for any Open Offer
Shares. The notice in the London Gazette referred to in paragraph 7 of Part
III of this Document will state where an Application Form may be inspected or
obtained. Any person with a registered address in or who are located in and/or
resident in or are citizens of, in each case, a Restricted Jurisdiction who
obtains a copy of this Document or an Application Form is required to
disregard them, except with the consent of the Company.
CREST instructions
Application has been made for the Basic Entitlements and the Excess
Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Basic Entitlements and the Excess Entitlements will be
enabled for settlement through the CREST system as soon as practicable on 16
February 2026. Applications through the CREST system may only be made by the
Qualifying Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim.
Qualifying non-CREST Shareholders will receive a personalised Application Form
which gives details of their Basic Entitlement under the Open Offer (as shown
by the number of the Open Offer Shares allocated to them) with this Document.
If they wish to apply for Open Offer Shares under the Open Offer, they should
complete the accompanying Application Form in accordance with the procedure
for application set out in the Circular and on the Application Form itself.
The completed Application Form, accompanied by full payment, should be
returned by post or by hand (during normal business hours only) to Share
Registrars Limited so as to arrive as soon as possible and in any event no
later than 11:00 a.m. on 2 March 2026.
Qualifying CREST Shareholders, will receive no Application Form with the
Circular but will receive a credit to their appropriate stock account in CREST
in respect of their Basic Entitlement and if appropriate their Excess
Entitlement. They should refer to the procedure for application set out in
Part III of this Document. The relevant CREST instruction must have settled by
no later than 11:00 a.m. on 2 March 2026.
The latest time for applications under the Open Offer to be received is 11:00
a.m. on 2 March 2026. The procedure for application and payment depends on
whether, at the time at which application and payment is made, a Qualifying
Shareholder has an Application Form in respect of their Basic Entitlement or
have their Basic Entitlement credited to their stock account in CREST.
If you are in any doubt as to what action you should take, you should
immediately seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent professional adviser
duly authorised under the Financial Services and Markets Act 2000 (as amended)
if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
4. Directors' interests
The Directors intend to take their full entitlement under the Open Offer(1).
The interests of the Directors in the Ordinary Shares (i) as at the date of
this Document and (ii) immediately following the issue of the Open Offer
Shares, are as shown below.
Directors No. of Ordinary Shares currently held % of Existing Ordinary Shares No. of Ordinary Shares held on Admission(1) % of the Enlarged Share Capital
Jane McCracken - - - -
Iain Ross 1,613,332 0.24 1,843,808 0.24
Notes:
1 Assuming that the Directors take their full entitlement in the
Open Offer, but do not receive any Excess Entitlement, and subject to the
Directors not having any restrictions on taking up entitlements under the Open
Offer under the Market Abuse Regulation or the AIM Rules.
5. PDMR and other participation in the Open Offer
Albert Sisto, the non-board CEO of Tern, a person discharging managerial
responsibilities ("PDMR") intends to subscribe for Open Offer Shares in excess
of his qualifying Basic Entitlement, taking into account Mr Sisto has a
primary residency and tax status in the United States of America and as such
only a proportion of his holding of Existing Ordinary Shares qualify for the
purposes of the Open Offer. In addition, a vehicle controlled by Mr Sisto
recently provided a non-interest bearing loan (other than the de minimus
repayment of costs) which does not have a fixed repayment date to the Company
of US$42,000 to provide the Company with additional flexibility in relation to
its short-term capital needs and the Board has agreed that he may use the
value of the loan as a contribution towards his subscription for Excess
Entitlements, should they be available, rather than require it to be repaid.
Robert (Rob) Stevens, an adviser to the Company on shareholder relations, has
indicated to the Directors that he will subscribe for at least his Basic
Entitlement under the Open Offer.
6. Additional information
Your attention is drawn to the risk factors set out in Part II of this
Document. Shareholders are advised to read the whole of this Document and not
rely solely on the summary information presented in this letter.
Details of the action to be taken if you wish to subscribe for Open Offer
Shares are provided in Part III of this Document.
Definitions
"Admission" admission of the Open Offer Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"Affiliates" any person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified
"Aggregate Limit" a restriction on any Shareholder acquiring any Open Offer Shares which would,
when aggregate with any interest in the Existing Ordinary Shares held by such
Shareholder, result in such Shareholder holding an interest in the Ordinary
Shares which (when taken together with Ordinary Shares in which persons acting
in concert with him are interested) carry 30.0 per cent. or more of the voting
rights of the Company
"AIM" the market of that name operated by the London Stock Exchange
"AIM Application" the application to the London Stock Exchange for Admission as required by Rule
29 of the AIM Rules
"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange from
time to time
"Allenby Capital" Allenby Capital Limited, nominated adviser and broker to Tern
"Application Form" the application form accompanying this Document to be used by Qualifying
Non-CREST Shareholders in connection with the Open Offer
"Basic Entitlement(s)" the number of Open Offer Shares which Qualifying Shareholders are entitled to
subscribe for at the Issue Price pro rata to their holding of Existing
Ordinary Shares held at the Record Date pursuant to the Open Offer as
described in Part III of the Circular
"Business Day" a day (excluding Saturdays and Sundays, or public holidays in England and
Wales) on which banks generally are open for business in London for the
transaction of normal business
"Circular" or "Document" this circular issued by the Company on 13 February 2026
"Companies Act" Companies Act 2006
"Company" or "Tern" Tern plc
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001) for the paperless settlement of trades and the holding of uncertificated
securities operated by Euroclear
"Directors" or "Board" the directors of the Company
"EEA" the European Economic Area
"Enlarged Share Capital" the issued ordinary share capital of the Company following the issue of the
Open Offer Shares
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excess Application Facility" the arrangement provided to Qualifying Shareholders to apply for Excess Shares
in excess of their Basic Entitlements accordance with the terms and conditions
of the Open Offer to be set out in Part III of this Document
"Excess Entitlements" in respect of each Qualifying Shareholder, the entitlement (in addition to his
Basic Entitlement) to apply for Excess Shares pursuant to the Excess
Application Facility, which is conditional on him taking up his Basic
Entitlements in accordance with the terms and conditions set out in Part III
of this Document
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
to their Basic Entitlements and which are offered to Qualifying Shareholders
under the Excess Application
Facility
"Existing Ordinary Shares" the 672,713,705 Ordinary Shares in issue as at the date of this Document
"FCA" the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part VI of FSMA
"FSMA" the Financial Services and Markets Act of 2000 (as amended)
"HMRC" HM Revenue & Customs in the UK
"Issue Price" 0.40 pence per Open Offer Share
"IoT" the Internet of Things
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 27 March 2026
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as retained in UK law pursuant,
inter alia, to the European Union (Withdrawal) Act 2018 (as amended) and the
Market Abuse (Amendment) (EU Exit) Regulations 2019 (as amended)
"Open Offer" the conditional invitation to be made by the Company to Qualifying
Shareholders to subscribe for Open Offer Shares at the Issue Price, in
accordance with the terms to be set out in the Circular and in, where
relevant, the Application Form
"Open Offer Shares" the up to 96,101,957 Ordinary Shares to be issued pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of £0.0002 each in the capital of the Company
POATR the Public Offers and Admissions to Trading Regulations 2024
PRM Prospectus Rules: Admission to Trading on a Regulated Market sourcebook made
by the FCA
"Overseas Shareholders" Shareholders who have a registered address in or who are located and/or
resident in or are citizens of, in each case, a country other than the United
Kingdom
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in uncertificated form on
CREST
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" Shareholders whose names appear on the register of members of the Company on
the Record Date as holders of Existing Ordinary Shares and who are eligible to
be offered Open Offer Shares under the Open Offer in accordance with the terms
and conditions to be set out in Part III of this Document
"Record Date" 6:00 p.m. on 12 February 2026
"Receiving Agent" Share Registrars Limited
"Regulatory Information Service" any of the services set out on the list maintained by the London Stock
Exchange as set out in the AIM Rules
"Regulation S" Regulation S under the Securities Act
"Restricted Jurisdictions" United States, Canada, Australia, Japan, New Zealand or the Republic of South
Africa and any other jurisdiction where the extension or the availability of
the Open Offer would breach any applicable law
"Securities Act" the US Securities Act of 1933 (as amended)
"Shareholder(s)" the shareholders of the Company from time to time and each a "Shareholder"
"Sterling" British pound sterling, the official currency of the United Kingdom
"Tern Shares" the Ordinary Shares of the Company
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
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. END IOEUUVKRNWUUAAR
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