REG - Tern PLC - Underwritten Open Offer to raise £340,140
17/04/2025 07:00
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RNS Number : 3686F Tern PLC 17 April 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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").
17 April 2025
Tern Plc
("Tern" or the "Company")
Underwritten Open Offer at 1.00p per Open Offer Share to raise £340,140
Tern Plc (AIM:TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, announces an underwritten Open Offer to
raise approximately £340,140 (before expenses) through the issue of
34,013,989 Open Offer Shares at an Issue Price of 1.00p per Open Offer Share.
Under the Open Offer, all Qualifying Shareholders are entitled to subscribe
for Open Offer Shares at the Issue Price on the basis of:
1 Open Offer Share for every 16 Ordinary Shares held on the Record Date.
The Issue Price of 1.00p per Open Offer Share represents a discount of
approximately 28.6 per cent. to the closing middle market price of 1.40p for
each Ordinary Share on 16 April 2025 (the latest practicable date prior to
this announcement).
The Open Offer is being underwritten in full by CMC Markets UK Plc who has
agreed to subscribe, in cash at the Issue Price, for all of the Open Offer
Shares which remain unsubscribed for by Qualifying Shareholders pursuant to
the Open Offer.
The Open Offer is only conditional upon the admission of the Open Offer Shares
to trading on AIM. It is expected that Admission will become effective and
dealings in the Open Offer Shares will commence on 8 May 2025.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission. The Open Offer Shares will be issued pursuant to the authority
granted to the directors at the General Meeting of the Company held on 23
September 2024.
The Open Offer is open for acceptance from now until 6 May 2025. Details of
the Open Offer will be set out in a Circular to be sent to shareholders later
today. The Circular sets out the reasons for and further details of the Open
Offer, including its terms and conditions and risk factors.
Extracts from the Circular, including the Open Offer's Expected Timetable of
principal events, are set out below in Appendix 1.
The above summary should be read in conjunction with the full text of this
announcement and the Circular. Unless defined otherwise, capitalised terms
used throughout this announcement shall have the meanings given to such terms
in the Definitions section below. References to paragraphs below refer to the
relevant paragraphs of the Circular and references to 'this Document' refer to
the Circular. References to numbered 'Parts' below refer to the relevant parts
of the Circular.
Your attention is drawn to the risk factors set out in Part II of the
Circular. Details of the action to be taken if you wish to subscribe for Open
Offer Shares are provided in Part III of the Circular.
The Circular will be posted to shareholders today and a copy of the Circular
will be shortly available on the Company's website:
https://www.ternplc.com/investors (https://www.ternplc.com/investors)
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
Open Offer - Expected Timetable of principal events
Record Date for the Open Offer 6:00 p.m. on 16 April 2025
Announcement of the Open Offer 7:00 a.m. on 17 April 2025
Existing Ordinary Shares marked "ex" by the London Stock Exchange 17 April 2025
Posting of Circular and Application Form 17 April 2025
Posting of Notice of the Open Offer in the London Gazette 22 April 2025
Basic and Excess Entitlements credited to stock accounts in CREST of 22 April 2025
Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Basic Entitlements and 4:30 p.m. on 25 April 2025
Excess Entitlements from CREST
Latest time for depositing Basic Entitlements and/or Excess Entitlements into 3:00 p.m. 28 April 2025
CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3:00 p.m. on 1 May 2025
market claims only)
Latest time and date for receipt of completed Application Forms and payment in 11:00 a.m. on 6 May 2025
full under the Open Offer or settlement of relevant CREST instruction (as
appropriate)
Expected date of announcement of results of the Open Offer 7 May 2025
Expected date for Admission and commencement of dealings of the Open Offer 8:00 a.m. on 8 May 2025
Shares
Expected date for the Open Offer Shares to be credited to CREST stock accounts 8 May 2025
Latest date for dispatch of definitive share certificates for Open Offer 22 May 2025
Shares
Notes:
(i) References to times in this Document are to London time (unless
otherwise stated).
(ii) If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to an RIS.
Open Offer statistics
Issue Price 1.00 pence
Number of Existing Ordinary Shares in issue as at the date of this Document 544,223,831
Basis of the Open Offer 1 Open Offer Share for every 16 Existing Ordinary Shares held
Number of Open Offer Shares expected to be issued pursuant to the Open Offer 34,013,989
Enlarged Share Capital immediately upon Admission of the Open Offer Shares 578,237,820
Percentage of the Enlarged Share Capital represented by the Open Offer Shares 5.88 per cent.
The gross proceeds from the Open Offer (approximately) £340,140
ISIN for Existing Ordinary Shares GB00BFPMV798
ISIN for Basic Entitlements GB00BTZFCL71
ISIN for Excess Entitlements GB00BTZFCM88
Please refer to Appendix 1 below for further information
Appendix 1
The following is an extract from the letter from the Chairman set out in the Circular, substantially in the same form.
1. Introduction
The Company is proposing to raise approximately £340,140 pursuant to the Open
Offer. The Open Offer is being made on a pre-emptive basis, allowing all
Qualifying Shareholders the opportunity to participate by subscribing for Open
Offer Shares at the Issue Price of 1.00 pence per Ordinary Share, pro rata to
their holdings of Existing Ordinary Shares. The purpose of this Document is to
set out the background to, and reasons for, the Open Offer and to provide
Qualifying Shareholders with details of its terms and conditions.
In addition, the Underwriter, CMC Markets UK Plc, have agreed to subscribe, at
the Issue Price, for any Open Offer Shares not otherwise taken up by
Qualifying Shareholders pursuant to the Open Offer as explained further in
paragraph 5 below.
2. Background to and reasons for the Open Offer
The Board remains committed to growing the value of Tern's portfolio
companies. While the global macroeconomic backdrop continues to pose
challenges for early-stage technology businesses, the Company's current direct
portfolio companies, Device Authority Limited, FVRS Limited and Talking
Medicines Limited, and many of those held by Sure Valley Ventures Enterprise
Capital Fund ("SVV2") and Sure Ventures plc, entities in which the Company is
invested, continue to make significant progress. Active engagement is
maintained with the Company's direct investment portfolio companies, together
with some of those held by SVV2, helping shape their strategies and tactics.
Additionally, the Company's Board and executive management's extensive network
is utilised to introduce these companies to new markets and investors,
particularly in the USA.
As previously announced, the focus of the Board and Tern's executive
management is on realisations. The Board's goal is to maximise the value of
Tern's portfolio companies to achieve successful exits from its investments at
the appropriate time, ultimately seeking strong returns for Shareholders.
Corporately, the Company is maintaining strict control over operational costs.
Following the Board and management restructuring in 2023, the Company's
spending on administration costs in the six months to 30 June 2024 was 42%
lower than in the same period in 2023. However, as an AIM-quoted company, the
Company still incurs substantial professional fees and costs, both associated
with maintaining its status as a publicly traded company and with its
portfolio, many of which are largely fixed.
The Company is also presented, often at relatively short notice, with
fundraisings planned by its direct portfolio companies. If it is not possible
for Tern to participate in these fundraisings, the Company could find that
either, or both, its shareholding in the relevant portfolio company is diluted
and their valuation reduces, which is likely to then adversely impact upon the
Company and the potential returns available for Shareholders. In addition, as
announced on 2 March 2022, Tern has committed to invest up to £5 million in
SVV2 over its 10-year life and is required to provide capital to SVV2 from
time to time, often at short notice. Tern has a 6.1% holding in SVV2 which, as
at 21 February 2025, had an unaudited valuation of approximately £750,000.
The Directors believe that whilst the additional funding required to maintain
the Company's admission to AIM and to prevent a potentially significant
reduction in the value of its holdings could potentially be satisfied from
disposals of holdings in the Company's portfolio, the Directors believe that
any short-term disposals are uncertain and if these were to be successfully
concluded could potentially be in a manner that may not be in the best
long-term interests of the Company and its Shareholders.
The Company is therefore proposing the underwritten Open Offer, utilising
substantially all of the Director's current authority to allot Ordinary Shares
without disapplying pre-emption rights, to generate funds to invest further in
one or more of Tern's portfolio companies, contribute towards Tern's
commitment to invest in SVV2, and for general corporate purposes.
Whilst the Open Offer is underwritten, and the gross proceeds expected to be
received by the Company are fixed, the Board would like to ensure that
Qualifying Shareholders maximise their opportunity to subscribe for Open Offer
Shares. The Company has therefore included the Excess Application Facility to
enable those Qualifying Shareholders who wish to apply for more Open Offer
Shares than their Basic Entitlements to do so.
3. The Open Offer
The Company is proposing to raise approximately £340,140 pursuant to the Open
Offer. The Issue Price of 1.00 pence per Open Offer Share represents a
discount of 28.6 per cent. to the closing mid-price of 1.40 pence per Ordinary
Share on 16 April 2025, the latest practicable date prior to announcing the
Open Offer. The Open Offer is being made on a pre-emptive basis, allowing all
Qualifying Shareholders the opportunity to participate.
The Open Offer provides Qualifying Shareholders with the opportunity to apply
to acquire Open Offer Shares at the Issue Price pro rata to their holdings of
Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Share for every 16 Existing Ordinary Shares held
Entitlements to apply to acquire Open Offer Shares will be rounded down to the
nearest whole number and any fractional entitlement to Open Offer Shares will
be aggregated under the Excess Application Facility.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Basic Entitlements as shown on the Application Form. Applicants can
apply for less or more than their entitlements under the Open Offer but the
Company cannot guarantee that any application for Excess Shares under the
Excess Application Facility will be satisfied as this will depend in part on
the extent to which other Qualifying Shareholders apply for less than or more
than their own Basic Entitlements. The Company may satisfy valid applications
for Excess Shares of applicants in whole or in part but reserves the right not
to satisfy any excess above any Basic Entitlement. Applications made under the
Excess Application Facility will be scaled back pro rata to the number of
Excess Shares applied for by Qualifying Shareholders under the Excess
Application Facility if applications are received from Qualifying Shareholders
for more than the available number of Excess Shares.
Qualifying Shareholders who do not take up their Basic Entitlements in full
will experience a dilution to their interests of approximately 5.88 per cent.
following Admission.
Qualifying Shareholders should note that the Open Offer is being underwritten
on the terms of the Underwriting Agreement.
Qualifying Shareholders with fewer than 16 Existing Ordinary Shares will not
be able to apply for Open Offer Shares.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
Conditions
The Open Offer is conditional, inter alia, upon the Admission of the Open
Offer Shares becoming effective by not later than 8:00 a.m. on 8 May 2025 (or
such later time and/or date as the Company may determine, being not later than
the Long Stop Date).
If conditions are not satisfied and Admission does not occur by 8:00 a.m. on 8
May 2025 (or by 8:00 a.m. on the Long Stop Date), the Open Offer will not
proceed and any applications made by Qualifying Shareholders will be rejected.
In such circumstances, application monies will be returned (at the applicant's
sole risk), without payment of interest, as soon as practicable thereafter.
Revocation of applications for Open Offer Shares cannot occur after dealings
have begun.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for
Open Offer Shares at the Issue Price pro rata to their existing holdings of
Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of their Basic
Entitlements. To the extent that Basic Entitlements are not subscribed by
Qualifying Shareholders, such Open Offer Shares will be available to satisfy
such excess applications, subject always to a maximum of 34,013,989 Open Offer
Shares in aggregate and provided that no Qualifying Shareholder shall be
entitled to subscribe for Open Offer Shares if it would bring their aggregate
interest in the share capital of the Company to more than the Aggregate Limit.
To the extent that applications are received in respect of an aggregate of
more than 34,013,989 Open Offer Shares and/or would result in a Qualifying
Shareholder having an aggregate interest in the share capital of the Company
which would exceed the Aggregate Limit, excess applications will be scaled
back pro rata to the number of Excess Shares applied for by Qualifying
Shareholders under the Excess Application Facility.
The Open Offer will be made to Shareholders outside of the United Kingdom and
EEA by means of a notice in the London Gazette, details of which are provided
in paragraph 7 of Part III of this Document.
Qualifying Shareholders should note that the Open Offer is not a rights issue.
Qualifying non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying Shareholders should
also be aware that, in the Open Offer, unlike in a rights issue, any
entitlements to Open Offer Shares not applied for or not taken up will not be
sold in the market or placed for the benefit of Qualifying Shareholders who do
not apply under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Open Offer Shares will commence at
8:00 a.m. on 8 May 2025. Further information in respect of settlement and
dealings in the Open Offer Shares is set out in paragraph 9 of Part III of
this Document.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer
Shares pursuant to the Open Offer and should refer to paragraphs 6 and 7 of
Part III of this Document. Persons who have a registered address in or who are
located and/or resident in or are citizens of, in each case, a country other
than the United Kingdom should consult their professional advisers as to
whether they require any governmental or other consents or need to observe any
other formalities to enable them to acquire or subscribe for any Open Offer
Shares. The notice in the London Gazette referred to in paragraph 7 of Part
III of this Document will state where an Application Form may be inspected or
obtained. Any person with a registered address in or who are located in and/or
resident in or are citizens of, in each case, a Restricted Jurisdiction who
obtains a copy of this Document or an Application Form is required to
disregard them, except with the consent of the Company.
CREST instructions
Application has been made for the Basic Entitlements and the Excess
Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Basic Entitlements and the Excess Entitlements will be
enabled for settlement through the CREST system as soon as practicable on 22
April 2025. Applications through the CREST system may only be made by the
Qualifying Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim.
Qualifying non-CREST Shareholders will receive a personalised Application Form
which gives details of their Basic Entitlement under the Open Offer (as shown
by the number of the Open Offer Shares allocated to them) with this Document.
If they wish to apply for Open Offer Shares under the Open Offer, they should
complete the accompanying Application Form in accordance with the procedure
for application set out in the Circular and on the Application Form itself.
The completed Application Form, accompanied by full payment, should be
returned by post or by hand (during normal business hours only) to Share
Registrars Limited so as to arrive as soon as possible and in any event no
later than 11:00 a.m. on 6 May 2025.
Qualifying CREST Shareholders, will receive no Application Form with the
Circular but will receive a credit to their appropriate stock account in CREST
in respect of their Basic Entitlement and if appropriate their Excess
Entitlement. They should refer to the procedure for application set out in
Part III of this Document. The relevant CREST instruction must have settled by
no later than 11:00 a.m. on 6 May 2025.
The latest time for applications under the Open Offer to be received is 11:00
a.m. on 6 May 2025. The procedure for application and payment depends on
whether, at the time at which application and payment is made, a Qualifying
Shareholder has an Application Form in respect of their Basic Entitlement or
have their Basic Entitlement credited to their stock account in CREST.
If you are in any doubt as to what action you should take, you should
immediately seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent professional adviser
duly authorised under the Financial Services and Markets Act 2000 (as amended)
if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
4. Directors' interests
The Directors intend to take their full entitlement under the Open Offer. The
interests of the Directors in the Ordinary Shares (i) as at the date of this
Document and (ii) immediately following the issue of the Open Offer Shares,
are as shown below.
Directors No. of Ordinary Shares currently held % of Existing Ordinary Shares No. of Ordinary Shares held on Admission(1) % of the Enlarged Share Capital
Ian Ritchie 2,276,887 0.42 2,419,192 0.42
Jane McCracken - - - -
Iain Ross 1,100,000 0.20 1,168,750 0.20
Notes:
(1) Assuming that the Directors take their full entitlement in the Open
Offer, but do not receive any Excess Entitlement.
5. Underwriting Agreement
Subject to the terms and conditions of the Underwriting Agreement entered into
with the Underwriter on 17 April 2025, the Underwriter has agreed to subscribe
in cash at the Issue Price for the Underwritten Shares (being all of the Open
Offer Shares which remain unsubscribed by Qualifying Shareholders pursuant to
the Open Offer).
The Underwriter's respective obligations under the Underwriting Agreement are
subject to certain conditions, including:
i. the dispatch of this Document to Shareholders (other than
those who the Company determines are not entitled to receive copies); and
ii. Admission.
Immediately following completion of the Open Offer, and if no Open Offer
Shares are taken up by Qualifying Shareholders under the Open Offer the
Underwriter would hold approximately 5.88 per cent. of the Enlarged Share
Capital.
The Company will pay the Underwriter a fee of £23,810, being equal to 7 per
cent. of the total value of the Open Offer for Underwriting the Open Offer.
6. Additional information
Your attention is drawn to the risk factors set out in Part II of the Circular. Shareholders are advised to read the whole of the Circular and not rely solely on the summary information presented in this announcement.
Details of the action to be taken if you wish to subscribe for Open Offer Shares are provided in Part III of the Circular.
Definitions
"Admission" admission of the Open Offer Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"Affiliates" any person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified
"Aggregate Limit" a restriction on any Shareholder acquiring any Open Offer Shares which would,
when aggregate with any interest in the Existing Ordinary Shares held by such
Shareholder, result in such Shareholder holding an interest in the Ordinary
Shares which (when taken together with Ordinary Shares in which persons acting
in concert with him are interested) carry 30.0 per cent. or more of the voting
rights of the Company
"AIM" the market of that name operated by the London Stock Exchange
"AIM Application" the application to the London Stock Exchange for Admission as required by Rule
29 of the AIM Rules
"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange from
time to time
"Allenby Capital" Allenby Capital Limited, nominated adviser and broker to Tern
"Application Form" the application form accompanying this Document to be used by Qualifying
Non-CREST Shareholders in connection with the Open Offer
"Basic Entitlement(s)" the number of Open Offer Shares which Qualifying Shareholders are entitled to
subscribe for at the Issue Price pro rata to their holding of Existing
Ordinary Shares held at the Record Date pursuant to the Open Offer a described
in Part III of the Circular
"Business Day" a day (excluding Saturdays and Sundays, or public holidays in England and
Wales) on which banks generally are open for business in London for the
transaction of normal business
"Circular" or "Document" this circular issued by the Company on 17 April 2025
"Companies Act" Companies Act 2006
"Company" or "Tern" Tern plc
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001) for the paperless settlement of trades and the holding of uncertificated
securities operated by Euroclear
"Directors" or "Board" the directors of the Company
"EEA" the European Economic Area
"Enlarged Share Capital" the issued ordinary share capital of the Company following the issue of the
Open Offer Shares
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excess Application Facility" the arrangement provided to Qualifying Shareholders to apply for Excess Shares
in excess of their Basic Entitlements accordance with the terms and conditions
of the Open Offer to be set out in Part III of this Document
"Excess Entitlements" in respect of each Qualifying Shareholder, the entitlement (in addition to his
Basic Entitlement) to apply for Excess Shares pursuant to the Excess
Application Facility, which is conditional on him taking up his Basic
Entitlements in accordance with the terms and conditions set out in Part III
of this Document
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
to their Basic Entitlements and which are offered to Qualifying Shareholders
under the Excess Application
Facility
"Existing Ordinary Shares" the 544,223,831 Ordinary Shares in issue as at the date of this Document
"FCA" the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part VI of FSMA
"FSMA" the Financial Services and Markets Act of 2000 (as amended)
"HMRC" HM Revenue & Customs in the UK
"Issue Price" 1.00 pence per Open Offer Share
"IoT" the Internet of Things
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 6 June 2025
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as retained in UK law pursuant,
inter alia, to the European Union (Withdrawal) Act 2018 (as amended) and the
Market Abuse (Amendment) (EU Exit) Regulations 2019 (as amended)
"Open Offer" the conditional invitation to be made by the Company to Qualifying
Shareholders to subscribe for Open Offer Shares at the Issue Price, in
accordance with the terms to be set out in the Circular and in, where
relevant, the Application Form
"Open Offer Shares" the 34,013,989 Ordinary Shares to be issued pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of £0.0002 each in the capital of the Company
"Overseas Shareholders" Shareholders who have a registered address in or who are located and/or
resident in or are citizens of, in each case, a country other than the United
Kingdom
"Prospectus Rules" the prospectus rules made in accordance with the Prospectus Directive in
relation to the offer of securities to the public and the admission of
securities to trading on a regulated market
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in uncertificated form on
CREST
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" Shareholders whose names appear on the register of members of the Company on
the Record Date as holders of Existing Ordinary Shares and who are eligible to
be offered Open Offer Shares under the Open Offer in accordance with the terms
and conditions to be set out in Part III of this Document
"Record Date" 6:00 p.m. on 16 April 2025
"Receiving Agent" Share Registrars Limited
"Regulatory Information Service" any of the services set out on the list maintained by the London Stock
Exchange as set out in the AIM Rules
"Regulation S" Regulation S under the Securities Act
"Restricted Jurisdictions" United States, Canada, Australia, Japan, New Zealand or the Republic of South
Africa and any other jurisdiction where the extension or the availability of
the Open Offer would breach any applicable law
"Securities Act" the US Securities Act of 1933 (as amended)
"Shareholder(s)" the shareholders of the Company from time to time and each a "Shareholder"
"Sterling" British pound sterling, the official currency of the United Kingdom
"Tern Shares" the Ordinary Shares of the Company
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation" the Council as it forms part of the domestic law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018
Underwriter CMC Markets UK Plc
Underwriting the underwriting of the Open Offer by the Underwriter pursuant to the terms of
the Underwriting Agreement
Underwriting Agreement the agreements dated 17 April 2025 made between the Underwriter and the
Company
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
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