REG - Tern PLC - Result of GM & Update on Open Offer

TernAnnouncement

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RNS Number : 6494D  Tern PLC  08 May 2026

8 May 2026

 

Tern plc

 

("Tern" or the "Company")

 

Results of General Meeting

 

Update on Open Offer and Admission to trading on AIM

 

Total voting rights

 

Tern Plc (AIM:TERN), the Company focused on value creation from Internet of
Things ("IoT") technology businesses, announces that at the Company's General
Meeting ("GM") held earlier today all Resolutions were passed.

 

Details of the proxy voting on the Resolutions are set out below:

 

 Resolution                                                  Votes For                                            Votes Against                                        Votes Withheld*  Total Votes Cast (excluding Withheld)*
                               No. of ordinary shares        % of ordinary shares voted*  No. of ordinary shares  % of ordinary shares voted*  No. of ordinary shares
                               ORDINARY RESOLUTION
 1.    To authorise the Directors to allot securities        313,409,566                  98.55%                  4,608,302                    1.45%                   10,412,729       318,017,868
                               SPECIAL RESOLUTION
 2.    To disapply statutory pre-emption rights              308,888,977                  97.13%                  9,118,695                    2.87%                   10,422,925       318,007,672

 

*A 'Vote Withheld' is not a vote in law and has not been counted in the
calculation of the proportion of the votes 'For' and 'Against' a resolution.

 

The Resolutions are set out in full in the Company's Circular dated 21 April
2026 which is available on the Company's website at:
https://ternplc.com/aim-rule-26/ (https://ternplc.com/aim-rule-26/) .

 

Open Offer

 

The Company announced earlier today that valid acceptances had been received
from Qualifying Shareholders for a total of 67,666,314 new Ordinary Shares
(the "Open Offer Shares") under the Open Offer. The Open Offer was conditional
upon the passing of the Resolutions at the General Meeting.

 

As a result of the Resolutions being passed, and subject to Admission becoming
effective, 67,666,314 Open Offer Shares will be issued in connection with the
Open Offer, raising approximately £406,000 (before expenses) for the Company
at the Issue Price of 0.60 pence per Open Offer Share.  Further announcements
are expected to be made in due course in relation to the application of the
net proceeds of the Open Offer.

 

Commenting, Jane McCracken, Interim Non-Executive Chair of Tern, said:

 

"I would like to thank those shareholders who participated in the Open Offer
for their support. Our focus remains firmly on realisations and the proceeds
of the Open Offer are intended to make an important contribution to helping
protect existing value, preserving exit potential, and supporting Tern's
direct portfolio companies, especially Device Authority and Talking Medicines.
I would also like to take this opportunity to thank Rob Stevens, an adviser to
the Company on shareholder relations, for the work he has undertaken which has
provided valuable insights into the views of some of Tern's more material
shareholders.

 

"Tern's Board and management team are all working hard to deliver shareholder
value and I look forward to providing further updates in due course."

 

Director and PDMR participation in the Open Offer

 

As announced earlier today, Iain Ross will be subscribing for 263,401 Open
Offer Shares and following Admission Iain Ross will be beneficially interested
in 2,107,209 Ordinary Shares representing approximately 0.26% of the enlarged
issued ordinary share capital in the Company. Albert Sisto will be subscribing
for 1,500,394 Open Offer Shares and following Admission Albert Sisto will be
beneficially interested in 22,626,490 Ordinary Shares representing
approximately 2.76% of the enlarged issued ordinary share capital in the
Company.

 

The notifications below, made in accordance with the requirements of the EU
Market Abuse Regulation (2014/596/EU) as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 and as
modified by or under the European Union (Withdrawal) Act 2018 or other
domestic law, provides further detail.

 

Update on Admission and dealings

 

The Open Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with each other and with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of Admission. Application has been made
to the London Stock Exchange for the Open Offer Shares to be admitted to
trading on AIM ("Admission"). As an update to the Company's announcement on 8
May 2026 at 7.00 a.m., dealings in the Open Offer Shares and Admission are now
expected to take place on or around 8.00 a.m. on 14 May 2026.

 

Total voting rights

 

In accordance with the Financial Conduct Authority's Disclosure, Guidance and
Transparency Rules, the Company confirms that following Admission, the
Company's enlarged issued ordinary share capital will comprise 818,543,681
Ordinary Shares. The Company does not hold any shares in Treasury.
Therefore, from Admission, the total number of voting rights in the Company
will be 818,543,681 and this 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.

 

Capitalised terms used but not otherwise defined in this announcement bear the
meanings ascribed to them in the circular posted to shareholders on 21 April
2026.

 

Enquiries:

 

 Tern Plc                                           via IFC Advisory

 Jane McCracken (Interim Non-Executive Chair)

 Allenby Capital Limited                            Tel: 0203 328 5656

 (Nominated Adviser and Broker)

 Alex Brearley / Ashur Joseph (Corporate Finance)

 Kelly Gardiner (Sales and Corporate Broking)

 IFC Advisory                                       Tel: 0203 934 6632

 (Financial PR and IR)

 Tim Metcalfe

 Graham Herring

 Florence Staton

 

 

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                                                         1.    Iain Ross

                                                                  2.    Albert Sisto

 2   Reason for the notification

 a)  Position/status                                              1.    Director - Non-Executive Director

                                                                  2.    PDMR - Chief Executive Officer (Non-Board)

 b)  Initial notification/Amendment                               Initial Notification

 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 financial instrument, type of instrument  Ordinary Shares of 0.02 pence each in the Company
     Identification code                                          GB00BFPMV798
 b)  Nature of the transaction                                    Subscription of new Ordinary Shares pursuant to Open Offer

 c)  Price(s) and volumes(s)                                      Price(s)                        Volume(s)

                                                                  1.     0.60 pence               1.     263,401

                                                                  2.     0.60 pence               2.     1,500,394

 d)  Aggregated information                                       N/A

     Aggregated volume                                            N/A

     Price                                                        N/A

 e)  Date of the transaction

                                                                  7 May 2026 to be completed on 14 May 2026

 f)  Place of the transaction                                     Outside of a trading venue

 

 

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