Tern PLC Device Authority convertible loan note funding (4774E)
October 28 2022 - 2:45AM
UK Regulatory
TIDMTERN
RNS Number : 4774E
Tern PLC
28 October 2022
28 October 2022
Tern Plc
("Tern" or the "Company")
Device Authority convertible loan note funding
Tern Plc (AIM:TERN), the company focused on value creation from
Internet of Things ("IoT") technology businesses, announces that
Device Authority Limited ("Device Authority"), of which Tern
currently owns 53.8% of the equity, has completed a US$440,000
working capital funding in the form of unsecured convertible loan
notes (the "Convertible Notes") from Tern and certain of its other
existing shareholders, including Venafi and Alsop Louie Partners.
Tern has subscribed for approximately US$303,401 of Convertible
Notes, representing approximately 69% of the total funding.
The Convertible Notes and accrued interest (at a rate of 9% per
annum) are repayable or convertible into Device Authority equity,
at the holder's election, at the earlier of the maturity date of 30
June 2023 (the "Maturity Date"), and inter alia, on a change of
control of Device Authority, or on Device Authority completing a
qualifying fundraise, being a new equity financing of Device
Authority which raises aggregate gross cash proceeds of at least
US$5 million.
On a change of control of Device Authority prior to the Maturity
Date, being a sale or disposal of the business as defined in Device
Authority's Articles of Association, the Convertible Note holders
will be entitled to a premium payment equal to 300% of the original
principal amount of the Convertible Notes, or at the discretion of
the Convertible Note holders the outstanding principal amount and
accrued interest may be converted into the most senior class of
share at a 30% discount to the price paid for the shares sold at
the change of control. Additionally, subscribers to the Convertible
Notes have received warrants to acquire additional Device Authority
equity at a fixed price, exercisable on a change of control of
Device Authority prior to the Maturity Date (the "Warrants").
Alternatively, should Device Authority complete a qualifying
fundraise before the Maturity Date, the Convertible Notes are
convertible into Device Authority equity at a 30% discount to the
fundraising price. If a qualifying fundraise occurs the Warrants
will expire and become non-exercisable. The Convertible Notes
provide for customary events of default.
The valuation of Tern's holding in Device Authority, as stated
in the Company's unaudited interim results for the six months to 30
June 2022, was GBP16.3 million. Based on Device Authority's latest
statutory accounts for the year ended 31 December 2021, as at that
date it had net assets of GBP3,824,398 and incurred a loss for the
year of GBP2,185,382. Given the historic nature of these figures
Tern does not consider this to be representative of the current
business and trading performance of Device Authority.
Tern also currently has loans of approximately US$175,000 to
Device Authority, which are short-term, non-convertible, unsecured
loans.
Commenting Al Sisto, CEO of Tern, said :
"As outlined at the time of Tern's recent fundraise, the use of
proceeds included capital that we can deploy to provide further
funding for Tern's portfolio companies, both protecting Tern's
position and providing them with the growth capital they
require.
"We are delighted with the progress Device Authority is
continuing to make and we are very happy to continue to support its
working capital needs as it continues to grow its monthly recurring
revenues through its subscription base and modularised licence
platform, KeyScaler(R).
"The Board remains focussed on continuing to maximise the
investment value for Tern shareholders and I look forward to making
further announcements 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
About Device Authority
Device Authority is a global leader in Identity and Access
Management (IAM) for the IoT; focused on the automotive, medical
device (IoMT) and industrial (IIoT) sectors. Device Authority's
KeyScaler(TM) platform provides zero touch provisioning and
complete automated lifecycle management for securing IoT devices
and data at scale, with frictionless deployment across device
provisioning, authentication, credential management, policy based
end-to-end data security/encryption and secure OTA (over the air)
and HSM (hardware security module) updates.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFIFSRIVLTFIF
(END) Dow Jones Newswires
October 28, 2022 02:45 ET (06:45 GMT)
Tern (LSE:TERN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tern (LSE:TERN)
Historical Stock Chart
From Apr 2023 to Apr 2024