REG - Tern PLC - Results of Open Offer

TernAnnouncement

23/09/2024 07:00

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RNS Number : 1370F  Tern PLC  23 September 2024

THIS ANNOUNCEMENT 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 UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH 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").

 

23 September 2024

 

Tern plc

 

("Tern" or the "Company")

 

Results of Open Offer

 

Total voting rights

 

Tern Plc (AIM:TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, announces the results of its Open Offer
to Qualifying Shareholders which was announced on 3 September 2024 and closed
for acceptances, in accordance with its terms, on 20 September 2024.

 

The Company announces that valid acceptances have been received from
Qualifying Shareholders for a total of 11,523,513 Open Offer Shares under the
Open Offer.

 

As a result, and subject to Admission becoming effective, 11,524,513 Open
Offer Shares will be issued in connection with the Open Offer, raising
approximately £144,044 (before expenses) for the Company at the Issue Price
of 1.25 pence per Open Offer Share.

 

The Open Offer was conducted following the failure to pass the resolution
required to issue new ordinary shares, disapplying statutory pre-emption
rights, at the Company's Annual General Meeting held on 27 June 2024, as a way
to appropriately raise funds to protect Tern's position in, and progress,
Tern's portfolio companies, whilst also providing Tern with funding as an AIM
company. The Directors believe the net proceeds of the Open Offer, coupled
with the proceeds from the sale of a modest proportion of the Company's
holding in Device Authority, as announced on 9 August 2024, have provided
funding that is appropriate to meet the Company's immediate requirements, but
the Company will continue to explore the best ways to access capital, maximise
shareholder value and source value creating opportunities.

 

Capitalised terms used but not otherwise defined in this announcement bear the
meanings ascribed to them in the circular posted to shareholders on 5
September 2024.

 

Director and PDMR participation in the Open Offer

 

The following Directors and persons discharging managerial responsibilities
("PDMRs") of the Company have participated in the Open Offer, as follows:

 

 Director     Number of Existing Ordinary Shares  Number of Open Offer Shares subscribed for  Number of Ordinary Shares held on Admission  % of the Enlarged Share Capital on Admission
 Ian Ritchie  1,636,999                           639,888                                     2,276,887                                    0.51%
 Sarah Payne  166,666                             18,518                                      185,184                                      0.04%

 

 PDMR          Number of Existing Ordinary Shares  Number of Open Offer Shares subscribed for  Number of Ordinary Shares held on Admission  % of the Enlarged Share Capital on Admission
 Albert Sisto  10,716,666                          1,441,481                                   12,158,147                                   2.74%
 Bruce Leith   6,609,327                           7,407                                       6,616,734                                    1.49%

 

The notifications below, made in accordance with the requirements of the EU
Market Abuse Regulation (2014/596/EU) as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 and as
modified by or under the European Union (Withdrawal) Act 2018 or other
domestic law, provides further detail.

 

Admission and dealings

 

The Open Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with each other and with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of Admission. Application has been made
to the London Stock Exchange for the Open Offer Shares to be admitted to
trading on AIM ("Admission"). Dealings in the Open Offer Shares and Admission
are expected to take place on or around 8.00 a.m. on 24 September 2024.

 

Total voting rights

 

In accordance with the Financial Conduct Authority's Disclosure, Guidance and
Transparency Rules, the Company confirms that following Admission, the
Company's enlarged issued ordinary share capital will comprise 444,223,831
Ordinary Shares. The Company does not hold any shares in Treasury.
Therefore, from Admission, the total number of voting rights in the Company
will be 444,223,831 and this figure may be used by shareholders in the Company
as the denominator for the calculations to determine if they are required to
notify their interest in, or a change to their interest in the Company, under
the Disclosure Guidance and Transparency Rules.

 

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)

 Tim Metcalfe

 Graham Herring

 Florence Chandler

 

 

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)  Name                                                         1.    Ian Ritchie

                                                                  2.    Sarah Payne

                                                                  3.    Albert Sisto

                                                                  4.    Bruce Leith

 2   Reason for the notification

 a)  Position/status                                              1.    Director - Non-Executive Chairman

                                                                  2.    Director - Non-Executive Director

                                                                  3.    PDMR - Chief Executive Officer

                                                                  4.    PDMR - Business Development Director

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tern plc

 b)  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
     Identification code                                          GB00BFPMV798
 b)  Nature of the transaction                                    Subscription of new Ordinary Shares pursuant to Open Offer

 c)  Price(s) and volumes(s)                                      Price(s)                        Volume(s)

     1.     1.25 pence                                                                            1.     639,888

     2.     1.25 pence                                                                            2.     18,518

     3.     1.25 pence                                                                            3.     1,441,481

     4.     1.25 pence                                                                            4.     7,407

 d)  Aggregated information                                       N/A

     Aggregated volume                                            N/A

     Price                                                        N/A

 e)  Date of the transaction                                      20 September 2024

 f)  Place of the transaction                                     Outside of a trading venue

 

 

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