TIDMTERN
RNS Number : 1314F
Tern PLC
13 July 2021
FOR IMMEDIATE RELEASE
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").
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)
13 July 2021
Tern Plc
(" Tern Plc " or the " Company " ) ( LON : TERN )
Retail Offer
Tern Plc ( LON : TERN ), the AIM-quoted investment company
specialising in the Internet of Things ("IoT"), is pleased to
announce a conditional offer for subscription via PrimaryBid (the
"Retail Offer") of up to 10,566,200 new ordinary shares of 0.02 p
each in the Company ("Retail Shares") at an issue price of 18.8
pence per Retail Share (the "Issue Price"), being a discount of
16.4 per cent to the closing mid-price on 12 July 2021. The Company
also conducted a conditional subscription of 10,710,400 new
ordinary shares at the Issue Price (the "Subscription", together
with the Retail Offer, the "Fundraise") as announced earlier
today.
The Retail Offer is conditional upon the admission to trading on
the AIM market of the London Stock Exchange of the Retail 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) ("Admission"). Admission is
expected to take place at 8.00 a.m. on 26 July 2021. The Retail
Offer will not be completed without the Subscription also being
completed.
The Company intends 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.
Retail Offer
In the announcement dated 17 May 2021 relating to the Notice of
General Meeting held on 2 June 2021, the Company stated that should
it seek to raise funds utilising the authorities that would be
granted by the passing of the resolutions at such meeting through
the issue of new Ordinary Shares it would use reasonable endeavours
to utilise a platform such as PrimaryBid, as part of any offering,
to allow retail shareholders the opportunity to participate in such
fundraisings at the same price as other participants. The Company
is therefore pleased to provide private and other investors the
opportunity to participate in the Retail Offer by applying
exclusively through the PrimaryBid mobile app available on the
Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The Retail Offer, via the PrimaryBid app, is now open to
individual and institutional investors and is expected to close no
later than 9 p.m. on 13 July 2021 . The Retail Offer may close
early if it is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company at its discretion, subject to conditions (which are
available to view on PrimaryBid.com).
The Company in consultation with PrimaryBid 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 Retail 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 or
email PrimaryBid at enquiries@primarybid.com .
The Retail 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.
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)
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
IFC Advisory Tel: 0203 934 6630
(Financial PR and IR) tern@investor-focus.co.uk
Tim Metcalfe
Graham Herring
Florence Chandler
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside other 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 in 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 GBP250 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 . The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for Retail 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 Retail Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Retail Shares. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the Retail Shares if they are in
any doubt.
END
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END
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