Wyld Issues Convertible Loan Notes

Data : 07/05/2020 @ 08:00
Fonte : UK Regulatory (RNS & others)
Titolo : Tern Plc (TERN)
Quotazione : 9.0  0.0 (0.00%) @ 16:37
Quotazione Tern Grafico

Wyld Issues Convertible Loan Notes

 
 Tern PLC (TERN) 
Wyld Issues Convertible Loan Notes 
 
07-May-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 EU Regulation 596/2014. 
 
7 May 2020 
 
        Tern Plc ("Tern" or the "Company") 
 
Wyld Networks Limited issues of GBP400,000 of Convertible Loan Notes to third 
        party 
 
Tern Plc (AIM: TERN), the investment company specialising in the Internet of 
     Things ("IoT"), is pleased to announce that its portfolio company, Wyld 
Networks Limited ("Wyld"), has secured GBP400,000 from an investor to fund its 
 growing pipeline of opportunities and for general working capital purposes, 
  by way of an unsecured Convertible Loan Note facility ("CLN"). The CLN has 
   been issued in full. The CLN also includes an option to convert into Tern 
                shares under certain circumstances. 
 
                Tern's CEO, Al Sisto, said: 
 
   "Wyld has gone from strength to strength over the past 12 months and this 
 external investment is a huge vote of confidence in Wyld's management team, 
     which has transformed this start up business and its pipeline in a very 
    short space of time. This external investment is from an investor who is 
 seeking exposure to the mid- to long-term growth opportunities presented by 
     IoT innovation and to have received its additional support early in the 
development of Wyld is very validating. With contracts signed to provide IoT 
solutions, a cooperation agreement with one of the world's largest satellite 
operators secured and its technology now patent pending, Wyld has reached an 
important point in its development. These funds will enable Wyld to continue 
on this upward trajectory towards the goal of securing a syndicated Series A 
                funding round in due course." 
 
     The CLN, which bears interest at 5% per annum, is convertible into Wyld 
   shares, at the option of the investor ("CLN Holder"), at either 25%, 50%, 
   75% or 100% of the principal of the CLN, on completion of an exit or Wyld 
  equity fundraise of at least GBP1 million from a third party (in both cases) 
    other than Tern before 6 May 2021 (the "Maturity Date"). This conversion 
would take place at a 20% discount to the Wyld equity fundraise price or the 
                exit price per Wyld share. 
 
Following a conversion e vent, any amount of the CLN not converted into Wyld 
   shares will automatically be converted into fully paid ordinary shares of 
 0.02 p each in the capital of Tern ("Tern Shares") at a 15% discount to the 
       market price of Tern Shares on AIM at market close on the date of the 
                conversion event. 
 
   If a conversion event has not occurred by the Maturity Date, then the CLN 
Holder has the option to elect to convert all of the CLN into Tern Shares at 
  a 15% discount to the five-day average closing price of Tern Shares on AIM 
      immediately prior to the Maturity Date, or, failing such election, the 
maturity date of the CLN is to be extended for one further year ("the Second 
    Maturity Date"). If a Conversion Event has not taken place by the Second 
      Maturity Date, the CLN will automatically convert into fully paid Tern 
      Shares at a 15% discount to the five-day average closing price of Tern 
                Shares on AIM immediately prior to the Second Maturity Date. 
 
     Under the terms of the CLN, the CLN Holder has to enter into an orderly 
 market deed ("the Orderly Market Deed") before any issue of Tern Shares can 
  be effected. Under the Orderly Market Deed, the CLN Holder would undertake 
                (subject to customary carve-outs from such restrictions): 
 
  a) not to dispose of any interests in such Tern Shares issued and allotted 
  following a Conversion Event for a period of one month following such 
  Conversion Event; 
 
  b) not to dispose of any interests in 50% of all such Tern Shares issued 
  and allotted following a Conversion Event for a period of three-months 
  following such Conversion Event; 
 
  c) following expiry of the period referred to in paragraph (b), up to the 
  date that is six months following such Conversion Event, not to dispose of 
  any interests in any remaining Tern Shares issued and allotted following 
  such Conversion Event, other than through Tern's nominated adviser (or any 
  nominated adviser or broker appointed to act for Tern in place of the 
  nominated adviser) subject to the terms relating to the price and 
  execution offered by the nominated adviser being materially no less 
  favourable than other brokers at that time; and 
 
  d) to use all reasonable endeavours to ensure that its associates comply 
  with the restrictions contained in such undertaking. 
 
   The CLN is not transferable other than with the prior consent of Wyld and 
           Tern and is subject to customary terms and conditions for such an 
                instrument. 
 
Enquiries 
 
Tern Plc                          via Newgate Communications 
 
Al Sisto/Sarah Payne 
 
                  Allenby Capital         Tel: 020 3328 5656 
 
         (Nomad and joint broker) 
 
     David Worlidge/Alex Brearley 
 
                   Whitman Howard         Tel: 020 7659 1234 
 
                   (Joint broker) 
 
Nick Lovering/Christopher Furness 
 
           Newgate Communications         Tel: 020 3757 6880 
 
    Elisabeth Cowell/Megan Kovach 
 
ISIN:          GB00BFPMV798 
Category Code: MSCU 
TIDM:          TERN 
LEI Code:      2138005F87SODHL9CQ36 
Sequence No.:  62205 
EQS News ID:   1038099 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

May 07, 2020 02:00 ET (06:00 GMT)

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