REG - Tern PLC - Results of Underwritten Open Offer

TernAnnouncement

07/05/2025 07:00

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RNS Number : 5696H  Tern PLC  07 May 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").

 

7 May 2025

 

Tern plc

 

("Tern" or the "Company")

 

Results of Underwritten 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
underwritten Open Offer to Qualifying Shareholders which was announced on 17
April 2025 and closed for acceptances, in accordance with its terms, on 6 May
2025.

 

The Company announces that valid acceptances have been received from
Qualifying Shareholders for a total of 38,772,443 Open Offer Shares,
representing a take-up of approximately 114% of the 34,013,989 Open Offer
Shares available.

 

All Qualifying Shareholders who have validly applied for Open Offer Shares
will receive their full Basic Entitlement. Applications for Open Offer Shares
under the Excess Application Facility will be scaled back on a pro-rata basis,
with the same scaling methodology to be applied to each Shareholder who
applied for Excess Entitlements. Accordingly, subject to Admission becoming
effective, 34,013,989 Open Offer Shares will be issued in connection with the
Open Offer, raising approximately £340,140 (before expenses) for the Company
at the Issue Price of 1.00 pence per Open Offer Share.

 

Capitalised terms used but not otherwise defined in this announcement bear the
meanings ascribed to them in the circular posted to shareholders on 17 April
2025.

 

Director participation in the Open Offer

 

The Circular detailed the intentions of Ian Ritchie and Iain Ross, Directors
of the Company, to participate in the Open Offer.  However, following
publication of the Circular it was determined that the Company now expects to
publish its Annual Report and Accounts for the year ended 31 December 2024 on
a date within 30 days of the date of closing of the Open Offer for
acceptances. The provisions of UK MAR impose a 30 day 'close period' in which
directors and PDMRs are unable to deal in the Company's shares, which includes
participation in the Open Offer.  Ian Ritchie and Iain Ross have therefore
been unable to participate in the Open Offer.

 

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 8 May 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 578,237,820
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 578,237,820 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

 

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