REG - Tern PLC - Results of underwritten Open Offer & TVR

TernAnnouncement

29/07/2025 07:00

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RNS Number : 8819S  Tern PLC  29 July 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.

 

29 July 2025

 

Tern plc

 

("Tern" or the "Company")

 

Results of underwritten Open Offer

and

Total voting rights

 

Tern Plc (AIM:TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, announces the result of its underwritten
Open Offer to Qualifying Shareholders which was announced on 14 July 2025 and
closed for acceptances, in accordance with its terms, on 28 July 2025.

 

The Company announces that valid acceptances have been received from
Qualifying Shareholders for a total of 27,704,433 Open Offer Shares,
representing a take-up of approximately 43% of the 64,248,646 Open Offer
Shares available.  All Qualifying Shareholders who have validly applied for
Open Offer Shares will therefore receive their full Basic Entitlement.
Applications for Open Offer Shares from Qualifying Shareholders under the
Excess Application Facility will also be satisfied in full.

 

The Open Offer Shares not taken up by Qualifying Shareholders, being
36,544,213 Open Offer Shares (equivalent to 5.69% of the Company's Enlarged
Share Capital), are to be subscribed for by the Underwriter (being CMC Markets
UK plc), pursuant to the terms of the Underwriting Agreement, as described in
the Circular and in the announcement of 14 July 2025.

 

Accordingly, subject to Admission becoming effective, 64,248,646 Open Offer
Shares will be issued in connection with the Open Offer, raising approximately
£642,486 (before expenses) for the Company at the Issue Price of 1.00 pence
per Open Offer Share.

 

 

PDMR participation in the Open Offer

 

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

 

 PDMR                                Number of Existing Ordinary Shares held  Number of Open Offer Shares subscribed for  Number of Ordinary Shares held on Admission  % of the Enlarged Share Capital on Admission
 Iain Ross (Non-Executive Director)  1,210,000                                134,444                                     1,344,444                                    0.21%
 Al Sisto (non-board CEO)            12,158,147                               170,534                                     12,328,681                                   1.92%

 

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, provide 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 31 July 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 642,486,466
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 642,486,466 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.

 

Defined terms used in this announcement have the same meaning as those set
out in the Company's announcement released on 14 July 2025.

 

Enquiries:

 

 Tern Plc

 Jane McCracken (Interim Non-executive Chair)                   via IFC Advisory

 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

 

 

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                                                         Iain Ross
 2   Reason for the notification
 a)  Position/status                                              Non-Executive 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 0.02p each

     Identification code

                                                                  GB00BFPMV798
 b)  Nature of the transaction                                    Purchase of Ordinary Shares pursuant to Open Offer
 c)  Price(s) and volume(s)

                                                                  Price(s) Volume(s)

                                                                  1.00 pence - 134,444 Ordinary Shares
 d)  Aggregated information

     - Aggregated volume                                          N/A

     - Price                                                      £1,344.44
 e)  Date of the transaction                                      28 July 2025 to be completed on 31 July 2025
 f)  Place of the transaction                                     Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Al Sisto
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer (non-board)
 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 0.02p each

     Identification code

                                                                  GB00BFPMV798
 b)  Nature of the transaction                                    Purchase of Ordinary Shares pursuant to Open Offer
 c)  Price(s) and volume(s)

                                                                  Price(s) Volume(s)

                                                                  1.00 pence - 170,534 Ordinary Shares
 d)  Aggregated information

     - Aggregated volume                                          N/A

     - Price                                                      £1,705.34
 e)  Date of the transaction                                      28 July 2025 to be completed on 31 July 2025
 f)  Place of the transaction                                     Outside a trading venue

 

 

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