REG - Tern PLC - Result of AGM and Directorate Change

TernAnnouncement

29/06/2023 10:15

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RNS Number : 3811E  Tern PLC  29 June 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018).  UPON THE PUBLICATION OF THIS
ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC
DOMAIN.

 

29 June 2023

 

Tern Plc

 

("Tern" or the "Company")

Result of AGM

Directorate Change

Tern Plc (AIM:TERN), the investment company specialising in supporting high
growth, early-stage, disruptive Internet of Things ("IoT") technology
businesses, announces that at the Company's Annual General Meeting ("AGM")
held earlier today resolutions 1, 2, 4 and 7 were passed on a poll.
Resolutions 3, 5 and 6 were not passed.

 

As resolution 3, seeking the re-appointment of Albert Sisto as a director of
the Company was not passed, Mr Sisto ceased to be a director at the conclusion
of the AGM.  Mr Sisto remains an employee of the Company.  Due to this
change the Board is considering the future management structure of the Company
and further announcements may be made in due course, as appropriate.
Following resolutions 5 and 6 not being passed, the Directors do not currently
have the authority to issue new ordinary shares for cash or generally.

 

The Board is committed to continuing an open dialogue with the Company's
shareholders. Following the voting at the AGM, where it is able to, the Board
will continue to seek to engage with those shareholders who are understood to
have voted against certain of the resolutions to understand their views and/or
any specific concerns.

 

 

Details of the poll voting on each resolution are set out below:

 

 Resolution                                                                      Votes For*                                            Votes Against                                         Votes Withheld**  Total Votes Cast (excluding Withheld)**
                                         No. of ordinary shares                  % of ordinary shares voted**  No. of ordinary shares  % of ordinary shares voted**  No. of ordinary shares
                                         ORDINARY RESOLUTIONS
 1.   To receive and adopt the accounts for the financial year ended 31          122,441,663                   90.12                   13,417,358                    9.88                    11,929,443        135,859,021
 December 2022
 2.   To re-appoint Evelyn Partners as auditors of the Company and to            114,225,642                   88.11                   15,407,025                    11.89                   18,155,797        129,632,667
 authorise the Directors to determine their remuneration.
 3.   To re-appoint Mr Albert Sisto as a Director of the Company                 58,842,897                    41.12                   84,263,426                    58.88                   4,682,141         143,106,323
 4.   To re-appoint Mr Matthew Scherba as a Director of the Company              79,479,356                    56.81                   60,428,750                    43.19                   7,880,358         139,908,106
 5.   To authorise the Directors to allot securities                             54,770,740                    38.40                   87,866,032                    61.60                   5,151,692         142,636,772
                                         SPECIAL RESOLUTION
 6.   To disapply statutory pre-emption rights                                   45,702,008                    33.21                   91,895,015                    66.79                   10,191,441        137,597,023
 7.   To allow the Company to make market purchases of its Ordinary Shares       110,338,688                   76.37                   34,141,766                    23.63                   3,308,010         144,480,454

 

* Votes 'For' include votes giving the Chairman discretion.

** A 'Vote Withheld' is not a vote in law and has not been counted in the
calculation of the proportion of the votes 'For' and 'Against' a resolution.

 

The resolutions are set out in full in the Company's Notice of 2023 Annual
General Meeting dated 30 May 2023.  The votes received represented
approximately 38 per cent. of the Company's issued share capital.

 

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)

 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

 

 

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