THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN TERN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF TERN PLC.
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").
29 September 2025
("Tern" or the "Company")
Open Offer at 0.50p per Open Offer Share to raise up to £642,486
Tern Plc (AIM:TERN), the company focused on value creation from Internet of Things ("IoT") technology businesses, announces an Open Offer to raise up to £642,486 (before expenses) through the issue of up to 128,497,293 Open Offer Shares at an Issue Price of 0.50p per Open Offer Share.
Under the Open Offer, all Qualifying Shareholders are entitled to subscribe for Open Offer Shares at the Issue Price on the basis of:
1 Open Offer Share for every 5 Ordinary Shares held on the Record Date .
The Issue Price of 0.50p per Open Offer Share represents a discount of 20 per cent. to the closing middle market price of 0.625p for each Ordinary Share on 26 September 2025 (the latest practicable date prior to this announcement).
The Open Offer is only conditional upon the admission of the Open Offer Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 16 October 2025. The Open Offer is not underwritten.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Open Offer Shares will be issued pursuant to the authority granted to the directors at the Annual General Meeting of the Company held on 30 June 2025.
The Open Offer is open for acceptance from now until 14 October 2025. Details of the Open Offer will be set out in a Circular to be sent to shareholders later today. The Circular sets out the reasons for and further details of the Open Offer, including its terms and conditions and risk factors.
Extracts from the Circular, including the Open Offer's Expected Timetable of principal events, are set out below in Appendix 1.
The above summary should be read in conjunction with the full text of this announcement and the Circular. Unless defined otherwise, capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section below. References to paragraphs below refer to the relevant paragraphs of the Circular and references to 'this Document' refer to the Circular. References to numbered 'Parts' below refer to the relevant parts of the Circular.
Your attention is drawn to the risk factors set out in Part II of the Circular. Details of the action to be taken if you wish to subscribe for Open Offer Shares are provided in Part III of the Circular.
The Circular will be posted to shareholders today and a copy of the Circular will be shortly available on the Company's website: https://www.ternplc.com/investors
Enquiries:
Tern Plc Jane McCraken (Interim Non-executive Chair) |
via IFC Advisory |
Allenby Capital Limited (Nominated Adviser and Broker) Alex Brearley / Dan Dearden-Williams (Corporate Finance) Kelly Gardiner / Guy McDougall (Sales and Corporate Broking) |
Tel: 0203 328 5656 |
IFC Advisory (Financial PR and IR) Tim Metcalfe Graham Herring Florence Chandler |
Tel: 0203 934 6630 |
Record Date for the Open Offer |
6:00 p.m. on 26 September 2025 |
Announcement of the Open Offer |
7:00 a.m. on 29 September 2025 |
Existing Ordinary Shares marked "ex" by the London Stock Exchange |
29 September 2025 |
Posting of Circular and Application Form |
29 September 2025 |
Posting of Notice of the Open Offer in the London Gazette |
30 September 2025 |
Basic and Excess Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders |
30 September 2025 |
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST |
4:30 p.m. on 7 October 2025 |
Latest time for depositing Basic Entitlements and/or Excess Entitlements into CREST |
3:00 p.m. 8 October 2025 |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) |
3:00 p.m. on 10 October 2025 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) |
11:00 a.m. on 14 October 2025 |
Expected date of announcement of results of the Open Offer |
15 October 2025 |
Expected date for Admission and commencement of dealings of the Open Offer Shares |
8:00 a.m. on 16 October 2025 |
Expected date for the Open Offer Shares to be credited to CREST stock accounts
|
16 October 2025 |
Latest date for dispatch of definitive share certificates for Open Offer Shares |
30 October 2025 |
|
|
Notes:
(i) References to times in this Document are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.
Notes: |
|
||||||||||||||||||||
* assumes full take up of the 128,497,293 Open Offer Shares |
|
Directors |
No. of Ordinary Shares currently held |
% of Existing Ordinary Shares |
No. of Ordinary Shares held on Admission1 |
% of the Enlarged Share Capital |
Jane McCracken |
- |
- |
- |
- |
Iain Ross |
1,344,444 |
0.21 |
1,452,000 |
0.21 |
"Admission" |
admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
|
"Affiliates" |
any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified
|
"Aggregate Limit" |
a restriction on any Shareholder acquiring any Open Offer Shares which would, when aggregate with any interest in the Existing Ordinary Shares held by such Shareholder, result in such Shareholder holding an interest in the Ordinary Shares which (when taken together with Ordinary Shares in which persons acting in concert with him are interested) carry 30.0 per cent. or more of the voting rights of the Company
|
"AIM" |
the market of that name operated by the London Stock Exchange
|
"AIM Application" |
the application to the London Stock Exchange for Admission as required by Rule 29 of the AIM Rules
|
"AIM Rules" |
the AIM Rules for Companies as published by the London Stock Exchange from time to time
|
"Allenby Capital" |
Allenby Capital Limited, nominated adviser and broker to Tern
|
"Application Form" |
the application form accompanying this Document to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
|
"Basic Entitlement(s)" |
the number of Open Offer Shares which Qualifying Shareholders are entitled to subscribe for at the Issue Price pro rata to their holding of Existing Ordinary Shares held at the Record Date pursuant to the Open Offer as described in Part III of the Circular
|
"Business Day" |
a day (excluding Saturdays and Sundays, or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business
|
"Circular" or "Document" |
this circular issued by the Company on 29 September 2025
|
"Companies Act" |
Companies Act 2006 |
"Company" or "Tern" |
Tern plc
|
"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear
|
"Directors" or "Board" |
the directors of the Company
|
"EEA" |
the European Economic Area
|
"Enlarged Share Capital" |
the issued ordinary share capital of the Company following the issue of the Open Offer Shares |
"Euroclear" |
Euroclear UK & International Limited, the operator of CREST
|
"Excess Application Facility" |
the arrangement provided to Qualifying Shareholders to apply for Excess Shares in excess of their Basic Entitlements accordance with the terms and conditions of the Open Offer to be set out in Part III of this Document
|
"Excess Entitlements" |
in respect of each Qualifying Shareholder, the entitlement (in addition to his Basic Entitlement) to apply for Excess Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Basic Entitlements in accordance with the terms and conditions set out in Part III of this Document
|
"Excess Shares" |
Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlements and which are offered to Qualifying Shareholders under the Excess Application Facility
|
"Existing Ordinary Shares" |
the 642,486,466 Ordinary Shares in issue as at the date of this Document
|
"FCA" |
the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
|
"FSMA" |
the Financial Services and Markets Act of 2000 (as amended)
|
"HMRC" |
HM Revenue & Customs in the UK
|
"Issue Price" |
0.50 pence per Open Offer Share
|
"IoT" |
the Internet of Things
|
"London Stock Exchange" |
London Stock Exchange plc
|
"Long Stop Date" |
31 October 2025
|
"Market Abuse Regulation" |
the Market Abuse Regulation (2014/596/EU) as retained in UK law pursuant, inter alia, to the European Union (Withdrawal) Act 2018 (as amended) and the Market Abuse (Amendment) (EU Exit) Regulations 2019 (as amended)
|
"Open Offer" |
the conditional invitation to be made by the Company to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price, in accordance with the terms to be set out in the Circular and in, where relevant, the Application Form
|
"Open Offer Shares" |
the 128,497,293 Ordinary Shares to be issued pursuant to the Open Offer
|
"Ordinary Shares" |
the ordinary shares of £0.0002 each in the capital of the Company
|
"Overseas Shareholders" |
Shareholders who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom
|
"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form on CREST
|
"Qualifying Non-CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form
|
"Qualifying Shareholders" |
Shareholders whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions to be set out in Part III of this Document
|
"Record Date" |
6:00 p.m. on 26 September 2025
|
"Receiving Agent" |
Share Registrars Limited
|
"Regulatory Information Service" |
any of the services set out on the list maintained by the London Stock Exchange as set out in the AIM Rules
|
"Regulation S" |
Regulation S under the Securities Act
|
"Restricted Jurisdictions" |
United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa and any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law
|
"Securities Act" |
the US Securities Act of 1933 (as amended)
|
"Shareholder(s)" |
the shareholders of the Company from time to time and each a "Shareholder"
|
"Sterling" |
British pound sterling, the official currency of the United Kingdom
|
"Tern Shares" |
the Ordinary Shares of the Company |
"UK" or "United Kingdom" |
United Kingdom of Great Britain and Northern Ireland
|
"UK Prospectus Regulation" |
the UK version of the Prospectus Regulation as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018
|
"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
|