Share Issue/Capital Change • Mar 10, 2020
Share Issue/Capital Change
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Tern PLC (TERN) 09-March-2020 / 07:00 GMT/BST Dissemination of a RegulatoryAnnouncement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("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.
9March 2020
Tern Plc (AIM:TERN), the investment company specialising in the Internet of Things ("IoT"), announces that it has raised approximately £0.8 million before expenses through a subscrip*on of 13,333,331 new ordinary shares of 0.02p each (the "Subscrip*on Shares") at a price of 6 pence per new ordinary share (the "Issue Price") (the "Subscrip*on"), condi*onal upon admission to AIM.
The Directors intend to use the net proceeds of the Subscrip*on t o facilitate a new investment, strengthen the Company's balance sheet to enable the Company to hold strong nego*a*ng posi*ons forany follow-on investment opportuni*es in the Company's principal por4olio companiesand for workingcapital generally.
In support of the Subscrip*on, certain of the Company's directors, senior execu*ves and some of their family members have agreed to investa total of approximately £113,000 in the Subscrip*on.
Ian Ritchie, Non-Execu*ve Chairman, has subscribed for 333,333 Subscrip*on Shares, which represents an amount of approximately £20,000 at the Issue Price. Al Sisto, Chief Execu*ve Officer, has subscribed for 733,333 Subscrip*on Shares, which represents an amount of approximately £44,000 at the Issue Price. Sarah Payne,Finance Director, has subscribed for 100,000 Subscrip*on Shares, which representsan amount of £6,000 at the Issue Price. Ma;hew Scherba, non-Main Board Investment Director,and certain of his family members have subscribed fora total of 716,666 Subscrip*on Shares, which representsan amount of approximately £43,000 at the Issue Price.
The FCA no*fica*ons, made in accordance with the requirements of the EUMarket Abuse Regula*on,are appended below.
It has been agreed in principle byall noteholders that all conver*ble loan notes provided to Tern's por4olio company, Device Authority Limited ("Device Authority"), by Tern and others, shall have their maturity date extended to 30 September 2020. The outstanding loan from Tern to Device Authority currently standsat \$3.6million.
"With the worldwide number of IoT-connected devices projected in July 2019 by McKinsey & Company to increase almost threefold from 2018 to 43 billion by 2023, these funds will enable us to con)nue to provide funding to pioneers in this exci)ng and growing sector. Therecent Seal transac)on announced earlier this month, and the successful 2019 Series A funding round by FundamentalVR in October 2019, demonstrate the significant value that can be delivered by inves)ng early in IoT companies, as well as our ability to iden)fy commercial businesses in this high growth industry."
Applica*on will be made for the 13,333,331 Subscrip*on Shares to be admi;ed to AIM("Admission") and it is expected that Admission will take place and tradingin the Subscrip*on Shares will commence on 23March 2020.
In accordance with the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules, the Company confirms that on comple*on of the Subscrip*on and following Admission, the Company's enlarged issued ordinary share capital will comprise 283,352,376 ordinary shares of 0.02p each.The Company does not hold any shares in Treasury. Therefore, from Admission, the total number of vo*ngrights in the Company will be 283,352,376. Following the comple*on of the Subscrip*on and Admission, the above figure may be used by shareholders in the Company as the denominator for the calcula*ons to determine if they are required to no*fy their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
Solely for the purposes of the product governance requirements contained within: (a) EU Direc)ve 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Ar)cles 9 and 10 of Commission Delegated Direc)ve (EU) 2017/593 supplemen)ng MiFID II; and (c) local implemen)ng measures (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 Subscrip)on Shares have been subject to a product approval process by Allenby Capital Limited, which has determined that the Subscrip)on Shares are: (i) compa)ble with an end target market of retail investors and investors who meet thecriteria of professional clients and eligible counterpar)es, each as defined in MiFID II; and (ii) eligible for distribu)on through all distribu)on channels as are permiDed by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Subscrip)on Shares may decline and investors could lose all or part of their investment; Subscrip)on Shares offer no guaranteed income and no capital protec)on; and an investment in Subscrip)on Shares is compa)ble only with investors who do not need a guaranteed income or capital protec)on, who (either alone or in conjunc)on with an appropriate financial or other adviser) are capable of evalua)ng 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 restric)ons in rela)on to the Subscrip)on. Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterpar)es have been procured. For the avoidance of doubt, the Target Market Assessment does not cons)tute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommenda)on to any investor or group of investors to invest in, or purchase, or take any other ac)on whatsoever with respect to Subscrip)on Shares.
Tern plc Al Sisto, CEO Sarah Payne,Finance Director Via Newgate Communica*ons
Allenby Capital Limited (Nomad and Joint broker) David Worlidge/Alex Brearley/Guy McDougall Tel: 0203 328 5656
Whitman Howard (Joint broker) Nick Lovering/ChristopherFurness Tel: 020 7659 1234
Newgate Communica;ons PR
Elisabeth Cowell/Megan Kovach
Tel: 020 3757 6880
No;fica;on and public disclosure of transac;ons by persons discharging managerial responsibili;es and persons closely associated with them
| 1. | Details of the person discharging managerial responsibili;es / person closely associated | ||
|---|---|---|---|
| a) | Name | Ian Ritchie | |
| 2. | Reason for the No;fica;on | ||
| a) | Posi*on/status | Director, Non-Execu*ve Chairman | |
| b) | Inial nofica*on/Amendment | Inial nofica*on | |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | ||
| a) | Name | Tern plc | |
| b) | LEI | 2138005F87SODHL9CQ36 | |
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place | ||
| where transac;ons have been conducted | |||
| a) | Descrip*on of the Financial instrument, type of instrument | Ordinary Shares of 0.02p each | |
| Idenficaon code | ISIN: GB00BFPMV798 | ||
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares | |
| c) | Price(s) and volume(s) | Price(s) Volume(s) |
|
| £0.06 per share 333,333 | |||
| d) | Aggregated informa*on: | ||
| ·Aggregated volume | 333,333 | ||
| ·Price | £0.06 per share | ||
| e) | Date of the transac*on | 6 March 2020 | |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
| a) | Name | Al Sisto |
|---|---|---|
| 2. | Reason for the No;fica;on | |
| a) | Posi*on/status | Director, Chief Execu*ve Officer |
| b) | Inial nofica*on/Amendment | Inial nofica*on |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | |
| a) | Name | Tern plc |
| b) | LEI | 2138005F87SODHL9CQ36 |
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place | |
| where transac;ons have been conducted | ||
| a) | Descrip*on of the Financial instrument, type of instrument | Ordinary Shares of 0.02p each |
| Idenficaon code | ISIN: GB00BFPMV798 | |
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares |
| c) | Price(s) and volume(s) | |
| Price(s) Volume(s) £0.06 per share 733,333 |
||
| d) | Aggregated informa*on: | |
| ·Aggregated volume | 733,333 | |
| ·Price | £0.06 per share | |
| e) | Date of the transac*on | 6 March 2020 |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
| 1. | Details of the person discharging managerial responsibili;es / person closely associated | ||
|---|---|---|---|
| a) | Name | Sarah Payne | |
| 2. | Reason for the No;fica;on | ||
| a) | Posi*on/status | Director, Finance Director | |
| b) | Inial nofica*on/Amendment | Inial nofica*on | |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | ||
| a) | Name | Tern plc | |
| b) | LEI | 2138005F87SODHL9CQ36 | |
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place | ||
| where transac;ons have been conducted | |||
| a) | Descrip*on of the Financial instrument, type of instrument | Ordinary Shares of 0.02p each | |
| Idenficaon code | ISIN: GB00BFPMV798 | ||
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares | |
| c) | Price(s) and volume(s) | Price(s) Volume(s) |
|
| £0.06 per share 100,000 | |||
| d) | Aggregated informa*on: | ||
| ·Aggregated volume | 100,000 | ||
| ·Price | £0.06 per share | ||
| e) | Date of the transac*on | 6 March 2020 | |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
| 1. | Details of the person discharging managerial responsibili;es / person closely associated | |
|---|---|---|
| a) | Name | Ma;hew Scherba |
| 2. | Reason for the No;fica;on | |
| a) | Posi*on/status | Manager, Investment Director |
| b) | Inial nofica*on/Amendment | Inial nofica*on |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | |
| a) | Name | Tern plc |
| b) | LEI | 2138005F87SODHL9CQ36 |
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place where transac;ons have been conducted |
|
| a) | Descrip*on of the Financial instrument, type of instrument | Ordinary Shares of 0.02p each |
| Idenficaon code | ISIN: GB00BFPMV798 | |
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) |
| £0.06 per share 325,000 | ||
|---|---|---|
| d) | Aggregated informa*on: ·Aggregated volume |
325,000 |
| ·Price | £0.06 per share | |
| e) | Date of the transac*on | 6 March 2020 |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
| 1. | Details of the person discharging managerial responsibili;es / person closely associated | ||
|---|---|---|---|
| a) | Name | K Gennard | |
| 2. | Reason for the No;fica;on | ||
| a) | Posi*on/status | K Gennard is a person closely associated with Investment Director, Ma;hew Scherba, who is a person discharging managerial responsibili*es |
|
| b) | Inial nofica*on/Amendment | Inial nofica*on | |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | ||
| a) | Name | Tern plc | |
| b) | LEI | 2138005F87SODHL9CQ36 | |
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place where transac;ons have been conducted |
||
| a) | Descrip*on of the Financial instrument, type of instrument |
Ordinary Shares of 0.02p each | |
| Idenficaon code | ISIN: GB00BFPMV798 | ||
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares | |
| c) | Price(s) and volume(s) | Price(s) Volume(s) £0.06 per share 325,000 |
|
| d) | Aggregated informa*on: ·Aggregated volume ·Price |
325,000 £0.06 per share |
|
| e) | Date of the transac*on | 6 March 2020 | |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
| 1. | Details of the person discharging managerial responsibili;es / person closely associated | ||
|---|---|---|---|
| a) | Name | L Scherba | |
| 2. | Reason for the No;fica;on | ||
| a) | Posi*on/status | L Scherba is a person closely associated with Investment Director, Ma;hew Scherba, who is a person discharging managerial responsibili*es |
|
| b) | Inial nofica*on/Amendment | Inial nofica*on | |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | ||
| a) | Name | Tern plc | |
| b) | LEI | 2138005F87SODHL9CQ36 | |
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place where transac;ons have been conducted |
||
| a) | Descrip*on of the Financial instrument, type of instrument |
Ordinary Shares of 0.02p each | |
| Idenficaon code | ISIN: GB00BFPMV798 | ||
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares | |
| c) | Price(s) and volume(s) | Price(s) Volume(s) £0.06 per share 33,333 |
|
| d) | Aggregated informa*on: ·Aggregated volume ·Price |
33,333 £0.06 per share |
|
| e) | Date of the transac*on | 6 March 2020 | |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
| 1. | Details of the person discharging managerial responsibili;es / person closely associated | |
|---|---|---|
| a) | Name | S Scherba |
| 2. | Reason for the No;fica;on | |
| a) | Posi*on/status | S Scherba is a person closely associated with Investment Director, Ma;hew Scherba, who is a person discharging managerial responsibili*es |
| b) | Inial nofica*on/Amendment | Inial nofica*on |
| 3. | Details of the issuer, emission allowance market par;cipant, auc;on plaAorm, auc;oneer or auc;on monitor | |
| a) | Name | Tern plc |
| b) | LEI | 2138005F87SODHL9CQ36 |
|---|---|---|
| 4. | Details of the transac;on(s): sec;on to be repeated for (i) each type of instrument; (ii) each type of transac;on; (iii) each date; and (iv) each place where transac;ons have been conducted |
|
| a) | Descrip*on of the Financial instrument, type of instrument |
Ordinary Shares of 0.02p each |
| Idenficaon code | ISIN: GB00BFPMV798 | |
| b) | Nature of the transac*on | Subscrip*on of new ordinary shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) £0.06 per share 33,333 |
| d) | Aggregated informa*on: ·Aggregated volume ·Price |
33,333 £0.06 per share |
| e) | Date of the transac*on | 6 March 2020 |
| f) | Place of the transac*on | Outside a trading venue - condi*onal issue of new ordinary shares |
-ENDS-
ISIN: GB00BFPMV798 Category Code:MSCM TIDM: TERN LEICode: 2138005F87SODHL9CQ36 Sequence No.: 51110 EQS News ID: 992069
End ofAnnouncementEQS News Service
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