Tern PLC (TERN)
Tern PLC: Equity Fundraise of GBP0.8 million
09-March-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement 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.
9 March 2020
Tern Plc ("Tern" or the "Company")
Equity Fundraise of GBP0.8 million
Tern Plc (AIM:TERN), the investment company specialising in the Internet of
Things ("IoT"), announces that it has raised approximately GBP0.8 million
before expenses through a subscription of 13,333,331 new ordinary shares of
0.02p each (the "Subscription Shares") at a price of 6 pence per new
ordinary share (the "Issue Price") (the "Subscription"), conditional upon
admission to AIM.
The Directors intend to use the net proceeds of the Subscription to
facilitate a new investment, strengthen the Company's balance sheet to
enable the Company to hold strong negotiating positions for any follow-on
investment opportunities in the Company's principal portfolio companies and
for working capital generally.
PDMR Dealings
In support of the Subscription, certain of the Company's directors, senior
executives and some of their family members have agreed to invest a total of
approximately GBP113,000 in the Subscription.
Ian Ritchie, Non-Executive Chairman, has subscribed for 333,333 Subscription
Shares, which represents an amount of approximately GBP20,000 at the Issue
Price. Al Sisto, Chief Executive Officer, has subscribed for 733,333
Subscription Shares, which represents an amount of approximately GBP44,000 at
the Issue Price. Sarah Payne, Finance Director, has subscribed for 100,000
Subscription Shares, which represents an amount of GBP6,000 at the Issue
Price. Matthew Scherba, non-Main Board Investment Director, and certain of
his family members have subscribed for a total of 716,666 Subscription
Shares, which represents an amount of approximately GBP43,000 at the Issue
Price.
The FCA notifications, made in accordance with the requirements of the EU
Market Abuse Regulation, are appended below.
Change to maturity date for Device Authority loan notes
It has been agreed in principle by all noteholders that all convertible loan
notes provided to Tern's portfolio 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 stands at $3.6 million.
Al Sisto, CEO of Tern, commented on the Subscription:
"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 continue to provide funding to
pioneers in this exciting and growing sector. The recent Seal transaction
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 investing early in IoT companies, as well as our ability to
identify commercial businesses in this high growth industry."
Application will be made for the 13,333,331 Subscription Shares to be
admitted to AIM ("Admission") and it is expected that Admission will take
place and trading in the Subscription Shares will commence on 23 March 2020.
In accordance with the Financial Conduct Authority's Disclosure, Guidance
and Transparency Rules, the Company confirms that on completion of the
Subscription 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 voting rights in the Company will be 283,352,376. Following
the completion of the Subscription and Admission, the above figure may be
used by shareholders in the Company as the denominator for the calculations
to determine if they are required to notify their interest in, or a change
to their interest in the Company, under the Disclosure Guidance and
Transparency Rules.
Information for Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
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 Subscription Shares have been
subject to a product approval process by Allenby Capital Limited, which has
determined that the Subscription Shares are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, investors should note that: the price of the
Subscription Shares may decline and investors could lose all or part of
their investment; Subscription Shares offer no guaranteed income and no
capital protection; and an investment in Subscription Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating 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 restrictions in relation to the Subscription.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
only investors who have met the criteria of professional clients and
eligible counterparties have been procured. For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Subscription
Shares.
Enquiries
Tern plc Via Newgate
Communications
Al Sisto, CEO
Sarah Payne, Finance Director
Allenby Capital Limited Tel: 0203 328 5656
(Nomad and Joint broker)
David Worlidge/Alex Brearley/Guy
McDougall
Whitman Howard Tel: 020 7659 1234
(Joint broker)
Nick Lovering/Christopher Furness
Newgate Communications Tel: 020 3757 6880
PR
Elisabeth Cowell/Megan Kovach
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name Ian Ritchie
2. Reason for the Notification
a) Position/status Director, Non-Executive Chairman
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 333,333
d) Aggregated
information:
333,333
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name Al Sisto
2. Reason for the Notification
a) Position/status Director, Chief Executive Officer
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 733,333
d) Aggregated
information:
733,333
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name Sarah Payne
2. Reason for the Notification
a) Position/status Director, Finance Director
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 100,000
d) Aggregated
information:
100,000
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name Matthew Scherba
2. Reason for the Notification
a) Position/status Manager, Investment Director
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 325,000
d) Aggregated
information:
325,000
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name K Gennard
2. Reason for the Notification
a) Position/status K Gennard is a person closely
associated with Investment Director,
Matthew Scherba, who is a person
discharging managerial
responsibilities
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 325,000
d) Aggregated
information:
325,000
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name L Scherba
2. Reason for the Notification
a) Position/status L Scherba is a person closely
associated with Investment Director,
Matthew Scherba, who is a person
discharging managerial
responsibilities
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 33,333
d) Aggregated
information:
33,333
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name S Scherba
2. Reason for the Notification
a) Position/status S Scherba is a person closely
associated with Investment Director,
Matthew Scherba, who is a person
discharging managerial
responsibilities
b) Initial Initial notification
notification/Amendment
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
a) Name Tern plc
b) LEI 2138005F87SODHL9CQ36
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
a) Description of the Ordinary Shares of 0.02p each
Financial instrument,
type of instrument
Identification code ISIN: GB00BFPMV798
b) Nature of the Subscription of new ordinary shares
transaction
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.06 per share 33,333
d) Aggregated
information:
33,333
·Aggregated volume
GBP0.06 per share
·Price
e) Date of the 6 March 2020
transaction
f) Place of the Outside a trading venue - conditional
transaction issue of new ordinary shares
-ENDS-
ISIN: GB00BFPMV798
Category Code: MSCM
TIDM: TERN
LEI Code: 2138005F87SODHL9CQ36
Sequence No.: 51110
EQS News ID: 992069
End of Announcement EQS News Service
(END) Dow Jones Newswires
March 09, 2020 03:00 ET (07:00 GMT)
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