TIDMTERN
RNS Number : 1307F
Tern PLC
13 July 2021
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 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"). IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
13 July 2021
Tern Plc
("Tern" or the "Company")
Equity Fundraise of up to GBP4 million
Subscription to raise GBP2 million
and
A Retail Offer via the PrimaryBid Platform
Tern Plc (AIM:TERN), the investment company specialising in the
Internet of Things ("IoT"), announces that it has raised
approximately GBP 2 million , before expenses through a
subscription of 10,710,400 new ordinary shares ("Ordinary Shares")
of 0.02p each in the Company (the "Subscription Shares") at a price
of 18.8 pence per new Ordinary Share (the "Issue Price"),
conditional upon admission to AIM (the "Subscription").
In addition to the Subscription, there will be an offer to
retail and other investors via PrimaryBid Limited ("PrimaryBid") at
the Issue Price (the "Retail Offer", and together with the
Subscription, the "Fundraise"), to provide certain existing retail
shareholders in the Company and other retail investors with an
opportunity to participate in the Fundraise. A separate
announcement will be made shortly by the Company regarding the
Retail Offer and its terms. Those investors who subscribe for new
Ordinary Shares pursuant to the Retail Offer (the "Retail Shares")
will do so pursuant to the terms and conditions of the Retail Offer
contained in that announcement.
The Directors intend that the net proceeds of the Fundraise will
be used to: give the Company balance sheet strength to provide a
strong negotiating position in relation to its portfolio companies
and enable the Company to participate in follow-on investment
opportunities, as appropriate, with any portfolio company
syndications; provide funding for a new investment opportunity in
due course and for working capital generally.
The new Ordinary Shares to be issued under the Fundraise will be
allotted by the Company pursuant to the existing authorities
granted by shareholder approval to allot Ordinary Shares for cash
on a non-pre-emptive basis by way of a special resolution passed at
the General Meeting on 2 June 2021. Neither of the Subscription nor
the Retail Offer is underwritten.
The Subscription Shares and any Retail Shares, when issued, will
be fully paid and will rank pari passu in all respects with each
other and with the existing Ordinary Shares, including, without
limitation, as regards the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Subscription is conditional upon the Admission of the
Subscription Shares becoming effective not later than 8.00 a.m. on
26 July 2021, or such later time and/or date as the Company may
agree (being not later than 8.00 a.m. on 4 August 2021).
Application will be made for the Subscription Shares and any
Retail Shares to be admitted to AIM ("Admission") and it is
expected that Admission will take place and trading in the
Subscription Shares and any Retail Shares will commence on or about
26 July 2021.
Allenby Capital Limited is acting as Nominated Adviser and sole
Broker to the Company in relation to the Subscription.
Al Sisto, CEO of Tern, commented on the Fundraise:
"As an investment company it is important that Tern is able to
continue to support the growth of its portfolio companies,
particularly at a time when they are seeing significant market
opportunities. We believe that the Fundraise is in the best
interests of all of our shareholders, to allow us to maximise the
value to our shareholders of our portfolio.
"We are pleased with the investor support that we have received
for the Subscription and that the Retail Offer through PrimaryBid
will provide a mechanism for existing and new retail shareholders
to participate in the Fundraise at the same share price.
"We remain highly focussed on securing Tern shareholder value
from our portfolio companies as we help them to develop
commercially and position them for their next stages of
development, whether that be through our continuous involvement,
third party syndicated private equity investment, trade
participation or the public markets. These are exciting times for
Tern and I look forward to providing further updates on the
progress of the Company and its portfolio companies in due
course."
Total Voting Rights
In accordance with the Financial Conduct Authority's Disclosure,
Guidance and Transparency Rules, the Company confirms that on
completion of the Subscription (but not the Retail Offer), the
Company's enlarged issued ordinary share capital will comprise
341,048,501 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 341,048,501 . Following the Admission
of the Subscription Shares, the above 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. The Company will issue further
announcements, in due course, following completion (if any) of the
Retail Offer.
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
Notice to Distributors
Solely for the purposes of the temporary product intervention
rules made under sections S137D and 138M of the FSMA and the FCA
Product Intervention and Product Governance Sourcebook (together,
the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the
Subscription Shares have been subject to a product approval
process, which has determined that the Subscription Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, as defined under the FCA Conduct of
Business Sourcebook COBS 3 Client categorisation, and are eligible
for distribution through all distribution channels as are permitted
by the FCA Product Intervention and Product Governance Sourcebook
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Subscription Shares may decline
and investors could lose all or part of their investment; the
Subscription offers no guaranteed income and no capital protection;
and an investment in the Subscription is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Subscription. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, only investors who meet the criteria
of professional clients and eligible counterparties will be
procured. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of the FCA Conduct of Business
Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Subscription
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Subscription Shares and
determining appropriate distribution channels.
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END
IOEFLFIRDVIVLIL
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