REG - Tern PLC - Results of Open Offer

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RNS Number : 0220V  Tern PLC  03 March 2026

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").

 

3 March 2026

 

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 13 February 2026 and closed
for acceptances, in accordance with its terms, on 2 March 2026.

 

The Company announces that valid acceptances have been received from
Qualifying Shareholders for a total of 78,163,662 new Ordinary Shares (the
"Open Offer Shares") under the Open Offer, representing a take-up of
approximately 81% of the 96,101,957 Open Offer Shares available.

 

As a result, and subject to Admission becoming effective, 78,163,662 Open
Offer Shares will be issued in connection with the Open Offer, raising
approximately £312,654 (before expenses and including the loan conversion*)
for the Company at the Issue Price of 0.40 pence per Open Offer Share.

 

Further announcements are expected to be made in due course in relation to the
application of the net proceeds of 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 13
February 2026.

 

Director and PDMR participation in the Open Offer

 

The following Director 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  1,613,332                           230,476                                     1,843,808                                    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  13,328,681                          7,797,415                                    21,126,096                                   2.81%

 

*As described in the Company's Circular to Shareholders posted on 13 February
2026, an existing loan of US$42,000 from a vehicle controlled by Albert Sisto
has had its value used as a contribution towards his subscription in the Open
Offer, rather than require it to be repaid.

 

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 4 March 2026.

 

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 750,877,367
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 750,877,367 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 / Ashur Joseph (Corporate Finance)

 Kelly Gardiner (Sales and Corporate Broking)

 IFC Advisory                                       Tel: 0203 934 6632

 (Financial PR and IR)

 Tim Metcalfe

 Graham Herring

 Florence Staton

 

 

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.     0.40 pence               1.     230,476

                                                                  2.     0.40 pence               2.     7,797,415

 d)  Aggregated information                                       N/A

     Aggregated volume                                            N/A

     Price                                                        N/A

 e)  Date of the transaction

                                                                  2 March 2026 to be completed on 4 March 2026

 f)  Place of the transaction                                     Outside of a trading venue

 

 

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