REG - Tern PLC - Result of AGM

TernAnnouncement

Mon 12:15

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RNS Number : 0059P  Tern PLC  30 June 2025

30 June 2025

 

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, 5 and 7 were passed on a poll.
Resolution 6 was not passed.

 

Following resolution 6 not being passed, the Directors do not currently have
the authority to issue new ordinary shares for cash disapplying statutory
pre-emption rights, although the Directors would have the authority to issue
shares on a pre-emptive basis pursuant to the authority granted under
resolution 5.  The Board will consider the outcome of voting on resolution 6,
in light of the 'Background and reasons for the Resolutions' set out in the
Company's announcement of 6 June 2025.  Whilst the other Resolutions 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.

 

Details of the proxy 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          160,308,490                   90.29%                  17,239,892                    9.71%                   4,063,923         177,548,382
 December 2024
 2.   To re-appoint S&W Partners as auditors of the Company and to               162,034,929                   91.30%                  15,442,603                    8.70%                   4,134,773         177,477,532
 authorise the Directors to determine their remuneration.
 3.   To re-appoint Iain Ross as a Director of the Company                       149,809,896                   82.58%                  31,605,781                    17.42%                  196,628           181,415,677
 4.   To re-appoint Jane McCracken as a Director of the Company                  147,298,974                   81.16%                  34,191,306                    18.84%                  652,025           181,490,280
 5.   To authorise the Directors to allot securities                             144,402,655                   79.82%                  36,499,605                    20.18%                  326,740           180,902,260
                                         SPECIAL RESOLUTIONS
 6.   To disapply statutory pre-emption rights                                   114,170,212                   62.81%                  67,602,180                    37.19%                  369,913           181,772,392
 7.   To allow the Company to make market purchases of its Ordinary Shares       156,106,645                   86.28%                  24,824,812                    13.72%                  680,848           180,931,457

 

* 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 [  ] per cent. of the
Company's issued share capital.

 

Director Retirement and Appointment of Chair

 

As announced on 6 June 2025, Ian Ritchie, who has been the Company's
Non-Executive Chairman since 2017, retired from the Board at the conclusion of
the AGM.  The Company would like to thank Ian for his considerable
contribution to Tern over the last eight years and wishes him well in his
retirement.

 

Jane McCracken, previously an independent Non-Executive Director of the
Company, assumed the role of the Company's Chair at the conclusion of the AGM,
initially on an interim basis.

 

The Board of the Company now therefore comprises Jane McCracken (Independent
Interim Non-Executive Chair) and Iain Ross (Independent Non-Executive
Director).  The Board will continue to be supported by a non-Board senior
management team, led by Al Sisto and Bruce Leith.  An overview of Tern's
management and governance arrangements can be found in the Company's
announcement of 21 November 2023 and biographical details of the members of
the Board and the senior management team can be found in the Company's annual
report for the year ended 31 December 2024.

 

The Company notes that whilst it will fulfil the Companies Act requirement as
a public company to have at least two directors, the Board is mindful of the
Company's needs, having in mind that the Company is admitted to trading on a
UK public market and will look to appoint an additional Non-Executive Director
when a suitable candidate is identified.

 

Enquiries

 

 Tern Plc                                                       via IFC Advisory

 Jane McCracken (Chair)

 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)

 Tim Metcalfe

 Graham Herring

 Florence Staton

 

 

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