TIDMTERN
RNS Number : 3710B
Tern PLC
09 June 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018). UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, JAPAN,
CANADA, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE
REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE THE IMPORTANT
INFORMATION AT THE OF THIS ANNOUNCEMENT.
9 June 2021
Tern Plc
("Tern" or the "Company")
Proposed IPO of Wyld Networks
Tern Plc (AIM:TERN), the investment company specialising in the
Internet of Things ("IoT"), is pleased to announce the proposed IPO
and admission to trading on the NASDAQ First North Growth Market
("NASDAQ First North") in Stockholm of the newly incorporated
holding company of the Company's portfolio company, Wyld Networks
Limited, Wyld Networks AB (publ) (together "Wyld Networks").
Highlights
-- Proposed IPO and admission to trading on NASDAQ First North
in Stockholm of Wyld Networks, with the first day of dealing
expected to be on 2 July 2021.
-- The proposed Wyld Networks IPO is intended to, inter alia,
increase their brand recognition, enable them to raise additional
funds for expansion, reduce their dependence on Tern for future
funding and provide a public market equity valuation and liquidity
for Wyld Networks' shareholders.
-- Proposed Wyld Networks IPO fund raising of SEK 25 million
(approximately GBP2.1 million) in conjunction with the proposed
IPO, which will be provided by third parties, Tern and Wyld
Networks' management, with Tern being due to invest approximately
GBP300,000.
-- Tern's holding in Wyld Networks expected to reduce from 78.7%
to approximately 60% following the IPO.
Background
Wyld Networks develops and sells innovative wireless technology
solutions that enables affordable terrestrial and satellite
connectivity for IoT devices and sensors anywhere in the world,
especially for the 85% of the world's surface where there are no
mobile networks; and for connecting smartphones directly together
into a wireless network without the need for 4G or Wi-Fi in areas
where mobile networks are congested or not available.
Prior to the proposed approximately GBP2.1 million fund raising
(the "Offering") in conjunction with the proposed IPO, further
described below, Tern owns 78.7% of Wyld Networks' equity.
Following Wyld Networks' fund raising announced on 28 January 2021,
Tern's holding had a book valuation of GBP4.1 million.
Following the Offering, the issue of incentive shares to Wyld
Networks' management and admission to NASDAQ First North, Tern's
holding in Wyld Networks is expected to reduce to approximately
60%, which will be valued at approximately GBP4.7 million on the
basis of the proposed Offering price (as defined below). Including
Tern's proposed participation in the Offering, Tern will have
invested approximately GBP1.75 million to date in Wyld Networks.
Tern's holding in Wyld Networks will be subject to lock in
arrangements for a year from the proposed IPO.
To facilitate the proposed IPO a new holding company for Wyld
Networks, Wyld Networks AB (publ) has been established and it is
expected that this company's shares will begin trading on NASDAQ
First North on 2 July 2021 .
The Offering
The Offering will consist of an issue of a maximum of 2,275,000
units, where each unit consists of one share and one TO1 Warrant
and one TO2 Warrant (as defined below), corresponding to a fund
raising of approximately SEK 25 million (approximately GBP2.1
million) before transaction costs (provided that the Offering is
fully subscribed) and excluding any future income from the
warrants. The Offering will be conducted at a fixed price of SEK
11.00 per unit (the "Offering price"), corresponding to a total
market value of the Wyld Networks' shares of approximately SEK 66
million (approximately GBP5.6 million) before the Offering
proceeds. The Offering subscription period commences on 10 June
2021 and ends on 23 June 2021.
The warrants to be granted pursuant to the Offering will
comprise one warrant series (the "TO1 Warrants") which enables the
subscription of one new share in Wyld Networks at a maximum
subscription price of 125 percent of the price in the Offering,
corresponding to SEK 13.75 per share and a further warrant series
(the "TO2 Warrants") which enables the subscription of one new
share in Wyld Networks at a maximum subscription price of 150
percent of the price in the Offering, corresponding to SEK 16.50
per share. A maximum of a further approximately SEK 69 million
(approximately GBP5.9 million) could therefore potentially be
raised if all of the warrants to be granted pursuant to the
Offering were to be exercised. The subscription period for the TO1
Warrants will commence on 22 March 2022 and end on 4 April 2022,
and the subscription period for the TO2 Warrants will commence on 6
December 2022 and end on 19 December 2022. Both series of warrants
are intended to be admitted to trading on Nasdaq First North.
Subscription commitments of approximately SEK 20 million
(approximately GBP1.7 million), corresponding to approximately 80%
of the Offering have already been made. This includes approximately
GBP300,000 from Tern and further amounts from certain of Tern's
Directors (amounting to approximately GBP55,000) and Wyld Networks'
management to support the Offering.
The net proceeds of the Offering are expected to be used by Wyld
Networks to:
-- Build its commercial team with direct and reselling programmes (45%)
-- Expansion of its engineering teams (38%)
-- Establish North American and Asian operations (17%)
Complete terms of the Offering are available in a Swedish
language prospectus, approved and registered by the Swedish
Financial Supervisory Authority, that has been published today and
is available on Wyld Networks' website, www.wyldnetworks.com . A
subscription form for the Offering is also available on Wyld
Networks' website.
Tern's Chief Executive Officer, Al Sisto, will remain as a
non-executive director on Wyld Networks' board.
For the year ended 31 December 2020, Wyld Networks' audited loss
for the year was SEK9,536,000 (2019: loss of SEK 6,602,000) on net
sales of SEK 2,475,000 (2019: SEK 1,559,000) and its audited total
assets as at 31 March 2020 were SEK 5,752,000 (31 December 2019:
SEK 5,636,000).
Mangold Fondkommission AB is acting for Wyld Networks as
Certified Adviser, financial adviser and sole bookrunner for the
Offering.
A further announcement will be made by Tern in due course.
Commenting Al Sisto, CEO of Tern, said :
"We are very pleased that Wyld Networks is announcing its
proposed IPO today. We believe that having a transparent public
markets valuation for Wyld Networks and giving the business access
to further capital from a public market, as required, is in the
best interests of Wyld Networks, Tern and its shareholders. The
proposed IPO is recognition that Wyld Networks has now reached the
appropriate stage of development under Tern's guidance and support
to become a publicly quoted company and the IPO forms part of
Tern's strategy to maximise shareholder value.
"However, following the proposed IPO Offering Tern will continue
to hold approximately 60% of Wyld Networks' shares, remaining its
majority shareholder, and will benefit from any future share price
appreciation. We believe that Wyld Networks has an exciting future
ahead of it and the IPO structure ensures it remains a key part of
our portfolio and Tern's shareholders should benefit from a large
part of its future value.
"We look forward to reporting on future developments with Wyld
Networks and our other portfolio companies in due course."
Enquiries
Tern Plc via IFC Advisory
Al Sisto (CEO)
Sarah Payne (CFO)
Allenby Capital Limited Tel: 0203 328 5656
(Nominated Adviser and Broker)
David Worlidge / Alex Brearley (Corporate
Finance)
Matt Butlin / Kelly Gardiner (Sales
and Corporate Broking)
IFC Advisory Tel: 0203 934 6630
(Financial PR and IR) tern@investor-focus.co.uk
Tim Metcalfe
Graham Herring
Florence Chandler
Important information
The release, announcement or distribution of this announcement
may, in certain jurisdictions, be subject to restrictions. The
recipients of this announcement in jurisdictions where this
announcement has been published or distributed shall inform
themselves of and follow such restrictions. The recipient of this
announcement is responsible for using this announcement, and the
information contained herein, in accordance with applicable rules
in each jurisdiction. This announcement does not constitute an
offer, or a solicitation of any offer, to buy or subscribe for any
securities in Wyld Networks in any jurisdiction, neither from Wyld
Networks nor from someone else.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in Wyld Networks.
This announcement does not constitute or form part of an offer
or solicitation to purchase or subscribe for securities in the
United States. The securities referred to herein may not be sold in
the United States absent registration or an exemption from
registration under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public
offering of the securities in the United States. The information in
this announcement may not be announced, published, copied,
reproduced or distributed, directly or indirectly, in whole or in
part, within or into the United States (including its territories
and provinces, every state of the united states and the District of
Columbia), Australia, New Zealand, Japan, Canada, Hong Kong or
South Africa or in any other jurisdiction where such announcement,
publication or distribution of the information would not comply
with applicable laws and regulations or where such actions are
subject to legal restrictions or would require additional
registration or other measures than what is required under Swedish
law. Actions taken in violation of this instruction may constitute
a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of the
Prospectus Regulation and has not been approved by any regulatory
authority in any jurisdiction. A prospectus approved and registered
by the Swedish Financial Supervisory Authority in connection with
the Offering has been prepared and will be published by Wyld
Networks on Wyld Networks' website.
Forward-looking information
This announcement contains forward-looking statements that
reflect Wyld Networks' intentions, beliefs, or current expectations
about and targets for Wyld Networks' future results of operations,
financial condition, liquidity, performance, prospects, anticipated
growth, strategies and opportunities and the markets in which Wyld
Networks' operates. Forward-looking statements are statements that
are not historical facts and may be identified by words such as
"believe", "expect", "anticipate", "intend", "may", "plan",
"estimate", "will", "should", "could", "aim" or "might", or, in
each case, their negative, or similar expressions.
The forward-looking statements in this announcement are based
upon various assumptions, many of which are based, in turn, upon
further assumptions. Although Wyld Networks' believes that the
expectations reflected in these forward-looking statements are
reasonable, it can give no assurances that they will materialize or
prove to be correct. Because these statements are based on
assumptions or estimates and are subject to risks and
uncertainties, the actual results or outcome could differ
materially from those set out in the forward-looking statements as
a result of many factors. Such risks, uncertainties, contingencies
and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this
announcement by such forward-looking statements. The information,
opinions and forward-looking statements that are expressly or
implicitly contained herein speak only as of its date and are
subject to change without notice.
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END
MSCFZGGVFLRGMZM
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