REG - Tern PLC - Results of Open Offer

TernAnnouncement

15/10/2025 07:00

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RNS Number : 3786D  Tern PLC  15 October 2025

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").

 

15 October 2025

 

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 29 September 2025 and closed
for acceptances, in accordance with its terms, on 14 October 2025.

 

The Company announces that valid acceptances have been received from
Qualifying Shareholders for a total of 30,227,239 new Ordinary Shares (the
"Open Offer Shares") under the Open Offer.

 

As a result, and subject to Admission becoming effective, 30,227,239 Open
Offer Shares will be issued in connection with the Open Offer, raising
approximately £151,136 (before expenses) for the Company at the Issue Price
of 0.50 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 30 June 2025.

 

As announced on 15 September 2025, the repayment date of Tern's loan facility
agreement of approximately £150,000 was extended to 5 March 2026.  As
previously announced, the Company is maintaining strict control over
operational costs and looking to make further savings where appropriate, in
addition to the significant savings made in 2024 and the current financial
year.  As announced on 9 October 2025, there is to be a 50 per cent reduction
in the salaries of the Company's Directors and Tern's executive managers,
effective from 1 November 2025, which is expected to provide a saving of
approximately £153,000 on an annualised basis.

 

As at 29 September 2025 when the Open Offer was announced, Tern's unaudited
cash balance was approximately £85,000.  Following the receipt of the net
proceeds of the Open Offer, in the absence of Tern raising further funds or
disposing of investments, and on the basis that Tern does not make any
investments in its portfolio (including funding its investment in SVV2), the
Company would maintain a cash runway which is expected to extend into the
first half of Q1 2026.

 

As stated in the Company's announcement in relation to the launch of the Open
Offer on 29 September 2025, in order to seek to cover the Company's funding
requirements stated in that announcement, the Company will investigate
alternative funding solutions which may include structures that utilise some
or all of the Director's remaining authority to allot Ordinary Shares, debt
arrangements and asset disposals.  These alternatives may be more costly,
more dilutive to Shareholders, or less certain in outcome than the Open Offer.

 

Capitalised terms used but not otherwise defined in this announcement bear the
meanings ascribed to them in the circular posted to shareholders on 29
September 2025.

 

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
 Iain Ross  1,344,444                           268,888                                     1,613,332                                    0.24%

 

 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  12,328,681                          1,000,000*                                  13,328,681                                   1.98%

 

* Albert Sisto has a primary residency and tax status in the United States of
America.  Of his total holdings in the Company, Mr Sisto holds 1,705,348
Existing Ordinary Shares in a UK-based share account which are his only
qualifying Existing Ordinary Shares for the purposes of the Open Offer and Mr
Sisto's participation for 1,000,000 Open Offer Shares therefore represents
more than twice his qualifying basic entitlement of Ordinary Shares.

 

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 16 October 2025.

 

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 672,713,705
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 672,713,705 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

 Jane McCracken (Interim Non-Executive Chair)

 Allenby Capital Limited                                    Tel: 0203 328 5656

 (Nominated Adviser and Broker)

 Alex Brearley / Dan Dearden-Williams (Corporate Finance)

 Kelly Gardiner (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.    Iain Ross

                                                                  2.    Albert Sisto

 2   Reason for the notification

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

                                                                  2.    PDMR - Chief Executive Officer

 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.     0.50 pence                                                                            1.     268,888

     2.     0.50 pence                                                                            2.     1,000,000

 d)  Aggregated information                                       N/A

     Aggregated volume                                            N/A

     Price                                                        N/A

 e)  Date of the transaction

                                                                  14 October 2025 to be completed on 16 October 2025

 f)  Place of the transaction                                     Outside of a trading venue

 

 

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