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Form 8 (OPD) (Tern plc)

14 Jun 2022 07:00

RNS Number : 7206O
Tern PLC
14 June 2022
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Tern plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

n/a

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Tern plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

13 June 2022

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

NO

 

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares of 0.02p each in Tern plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

 

Nil

 

(2) Cash-settled derivatives:

 

Nil

 

Nil

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

 

Nil

 

 

TOTAL:

Nil

 

Nil

 

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 0.02p each in Tern plc

Details, including nature of the rights concerned and relevant percentages:

Nil

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Beneficial holdings of the Directors of Tern plc (including their close relatives) in its ordinary shares of 0.02p each

 

NAME

Number of Ordinary shares held

% of voting share capital

Albert Sisto

10,416,666

2.95

Bruce Leith1

8,857,233

2.51

Ian Ritchie

1,010,333

0.28

Sarah Payne

100,000

0.02

Matthew Scherba1

716,666

0.20

Alan Howarth

0

0.00

TOTAL

21,100,898

5.99%

 

1 - Including shares beneficially owned by close relatives.

 

Beneficial holdings of the directors of Tern plc in rights to subscribe for shares in Tern plc

 

NAME

Number of share options held2

Exercise price

Expiry Date

Albert Sisto

2,500,000

8.5p

18 May 2027

Bruce Leith

2,500,000

8.5p

18 May 2027

Sarah Payne

2,500,000

8.5p

18 May 2027

Matthew Scherba

2,500,000

9.15p

1 December 2029

Alan Howarth

250,000

13p

22 February 2023

TOTAL

10,250,000

 

2 - All share options have vested.

 

Interests held by connected advisers of Tern plc

 

NAME

Number of Ordinary shares held

% of voting share capital

Allenby Capital Limited

123,000

0.03%

TOTAL

123,000

0.03%

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

14 June 2022

Contact name:

Sarah Payne

Telephone number:

+44 (0) 203 807 0222

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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END
 
 
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