REG - Tern PLC - Retail Offer by PrimaryBid

TernAnnouncement

05/10/2022 16:45

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RNS Number : 9307B  Tern PLC  05 October 2022

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED
TO BE WITHIN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TERN PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

 

5 October 2022

 

Tern Plc

("Tern" or the "Company")

Retail Offer by PrimaryBid

·   Tern announces a retail offer via PrimaryBid;

·   The Issue Price for the Retail Shares is 7.5p per Retail Share,
representing a discount of 14.29 per cent. to the closing mid-market price on
4 October 2022;

·   Investors can access the Retail Offer by visiting www.primarybid.com
(http://www.primarybid.com) and downloading the PrimaryBid mobile app;

·   Investors can also take part through PrimaryBid's extensive network of
retail brokers, wealth managers and investment platforms. Subscriptions
through these partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   Both the Subscription Shares and Retail Shares will be sold at the
Issue Price;

·   There is a minimum subscription of £250 per investor in the Retail
Offer; and

·   No commission is charged by PrimaryBid on applications to the Retail
Offer.

Retail Offer

Tern (LON: TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, is pleased to announce a conditional
offer for subscription via PrimaryBid (the "Retail Offer") of up to 9,333,332
new Ordinary Shares of 0.02 pence each in the Company ("Retail Shares") at an
issue price of 7.5 pence per new Ordinary Share (the "Issue Price"), being a
discount of 14.29 per cent. to the closing mid-market price on 4 October
2022.  The Company has conducted a subscription of new Ordinary Shares (the
"Subscription Shares") at the Issue Price as announced earlier today (the
"Subscription" and together with the Retail Offer, the "Fundraise").

The Fundraise is conditional on the new Ordinary Shares to be issued pursuant
to the Fundraise being admitted to trading on AIM ("Admission"). Admission is
expected to be take place at 8.00 a.m. on or about 12 October 2022. The Retail
Offer will not be completed without the Subscription also being completed.

The Directors of Tern intend that the net proceeds of the Fundraise will be
used to provide Tern with a stronger negotiating position and funding for
follow-on investment opportunities in the event that any of Tern's portfolio
companies conduct a syndicated fundraise and for general corporate purposes.

Reason for the Retail Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
Retail Offer by applying through the PrimaryBid mobile app available on the
Apple App Store and Google Play. Investors may also be able to subscribe to
the Retail Offer using their ISAs, SIPP or GIA by contacting their retail
broker, wealth manager or investment platform. PrimaryBid does not charge
investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com.

The Retail Offer will be open to individual and institutional investors
following the release of this announcement. The Retail Offer is expected to
close at 8 p.m. on 5 October 2022.  The Retail Offer may close early if it is
oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

No commission is charged to investors on applications to participate in the
Retail Offer made through PrimaryBid.  It is vital to note that once an
application for new Ordinary Shares has been made and accepted via PrimaryBid,
an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid at enquiries@primarybid.com.

The new Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing Ordinary Shares.

 Tern Plc                                                     Via IFC Advisory

 Al Sisto (CEO)

 Sarah Payne (CFO)

 PrimaryBid Limited                                           enquiries@primarybid.com

 Fahim Chowdhury / James Deal

 Allenby Capital Limited, Nominated Advisor and Broker        0203 328 5656

 David Worlidge / Alex Brearley (Corporate Finance)

 Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)

 IFC Advisory (Financial PR and IR)                           0203 934 6630

 Tim Metcalfe                                                 tern@investor-focus.co.uk (mailto:tern@investor-focus.co.uk)

 Graham Herring

 Florence Chandler

Details of the Retail Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate through the Retail Offer. The Company is therefore making the
Retail Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The Retail Offer is not being made into any Restricted
Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Retail Offer is made, including the procedure for application and
payment for new Ordinary Shares, is available to all persons who register with
PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com (http://www.PrimaryBid.com) and the
PrimaryBid mobile app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

 

END

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