TIDMTERN
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 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 GBP250 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 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
A l Sisto (CEO)
Sarah Payne (CFO)
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
Allenby Capital Limited , Nominated Advisor
and Broker
David Worlidge / Alex Brearley (Corporate Finance)
Matt Butlin / Kelly Gardiner (Sales and Corporate
Broking) 0203 328 5656
IFC Advisory (Financial PR and IR) 0203 934 6630
Tim Metcalfe 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 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 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 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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