REG - Tern PLC - Result of AGM

TernAnnouncement

27/06/2024 12:00

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RNS Number : 1855U  Tern PLC  27 June 2024

27 June 2024

 

Tern Plc

 

("Tern" or the "Company")

Result of AGM

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, 3, 4 and 6 were passed on a poll.
Resolution 5 was not passed.

 

Following resolution 5 not being passed, the Directors do not currently have
the authority to issue new ordinary shares disapplying statutory pre-emption
rights.  As stated in the Company's Notice of 2024 Annual General Meeting
(the "Notice"), dated 30 May 2024, should the Share Issuance Resolutions not
be passed the Company will likely be required to seek to satisfy its further
funding requirements from the disposal of holdings in its portfolio in the
short-term and in a timeframe and potentially in a manner that may not be in
the best interests of the Company and its shareholders. In these circumstances
the Directors believe that the Company may also suffer greater dilution of its
remaining portfolio holdings than if the Company was able to drawdown further
on the Facility or had access to potential funding through the issue of
Ordinary Shares. The Directors believe that today's failure to pass the Share
Issuance Resolutions may likely therefore result in a lower value being
ultimately achieved for the Company's shareholders.

 

Whilst Resolutions 3 and 4 were passed with the necessary majority, the Board
also notes the voting in relation to these resolutions. 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, including the votes received against resolution 5 representing
approximately 7.7 per cent. of the Company's issued share capital.

 

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          92,223,142                    90.6%                   9,588,214                     9.4%                    3,356,330         101,811,356
 December 2023

 2.   To re-appoint Evelyn Partners as auditors of the Company and to            93,367,227                    91.6%                   8,567,837                     8.4%                    3,232,622         101,935,064
 authorise the Directors to determine their remuneration.

 3.   To re-appoint Ian Ritchie as a Director of the Company                     65,305,925                    63.2%                   37,960,708                    36.8%                   1,901,053         103,266,633

 4.   To authorise the Directors to allot securities                             72,030,870                    68.7%                   32,769,708                    31.3%                   367,108           104,800,578

                                         SPECIAL RESOLUTIONS
 5.   To disapply statutory pre-emption rights                                   72,022,360                    68.5%                   33,119,708                    31.5%                   25,618            105,142,068

 6.   To allow the Company to make market purchases of its Ordinary Shares       92,821,946                    88.3%                   12,334,213                    11.7%                   11,527            105,156,159

 

* 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 Notice available on the Company's
website at https://ternplc.com/aim-rule-26/ (https://ternplc.com/aim-rule-26/)
.  The votes received represented approximately 23.5 to 24.3 per cent. of the
Company's issued share capital.

 

Any capitalised terms not otherwise defined in this announcement have the same
meaning ascribed to them in the Notice.

 

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)

 Kelly Gardiner / Guy McDougall (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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