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15 Oct 2025 07:00
THIS ANNOUNCEMENT 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").
15 October 2025
Tern plc
("Tern" or the "Company")
Results of Open Offer
Total voting rights
Tern Plc (AIM:TERN), the company focused on value creation from Internet of Things ("IoT") technology businesses, announces the results of its Open Offer to Qualifying Shareholders which was announced on 29 September 2025 and closed for acceptances, in accordance with its terms, on 14 October 2025.
The Company announces that valid acceptances have been received from Qualifying Shareholders for a total of 30,227,239 new Ordinary Shares (the "Open Offer Shares") under the Open Offer.
As a result, and subject to Admission becoming effective, 30,227,239 Open Offer Shares will be issued in connection with the Open Offer, raising approximately £151,136 (before expenses) for the Company at the Issue Price of 0.50 pence per Open Offer Share.
The Open Offer was conducted following the failure to pass the resolution required to issue new Ordinary Shares, disapplying statutory pre-emption rights, at the Company's Annual General Meeting held on 30 June 2025.
As announced on 15 September 2025, the repayment date of Tern's loan facility agreement of approximately £150,000 was extended to 5 March 2026. As previously announced, the Company is maintaining strict control over operational costs and looking to make further savings where appropriate, in addition to the significant savings made in 2024 and the current financial year. As announced on 9 October 2025, there is to be a 50 per cent reduction in the salaries of the Company's Directors and Tern's executive managers, effective from 1 November 2025, which is expected to provide a saving of approximately £153,000 on an annualised basis.
As at 29 September 2025 when the Open Offer was announced, Tern's unaudited cash balance was approximately £85,000. Following the receipt of the net proceeds of the Open Offer, in the absence of Tern raising further funds or disposing of investments, and on the basis that Tern does not make any investments in its portfolio (including funding its investment in SVV2), the Company would maintain a cash runway which is expected to extend into the first half of Q1 2026.
As stated in the Company's announcement in relation to the launch of the Open Offer on 29 September 2025, in order to seek to cover the Company's funding requirements stated in that announcement, the Company will investigate alternative funding solutions which may include structures that utilise some or all of the Director's remaining authority to allot Ordinary Shares, debt arrangements and asset disposals. These alternatives may be more costly, more dilutive to Shareholders, or less certain in outcome than the Open Offer.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular posted to shareholders on 29 September 2025.
Director and PDMR participation in the Open Offer
The following Directors and persons discharging managerial responsibilities ("PDMRs") of the Company have participated in the Open Offer, as follows:
Director | Number of Existing Ordinary Shares | Number of Open Offer Shares subscribed for | Number of Ordinary Shares held on Admission | % of the Enlarged Share Capital on Admission |
Iain Ross | 1,344,444 | 268,888 | 1,613,332 | 0.24% |
PDMR | Number of Existing Ordinary Shares | Number of Open Offer Shares subscribed for | Number of Ordinary Shares held on Admission | % of the Enlarged Share Capital on Admission |
Albert Sisto | 12,328,681 | 1,000,000* | 13,328,681 | 1.98% |
* Albert Sisto has a primary residency and tax status in the United States of America. Of his total holdings in the Company, Mr Sisto holds 1,705,348 Existing Ordinary Shares in a UK-based share account which are his only qualifying Existing Ordinary Shares for the purposes of the Open Offer and Mr Sisto's participation for 1,000,000 Open Offer Shares therefore represents more than twice his qualifying basic entitlement of Ordinary Shares.
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.
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"). Dealings in the Open Offer Shares and Admission are expected to take place on or around 8.00 a.m. on 16 October 2025.
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 672,713,705 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 672,713,705 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.
Enquiries:
Tern Plc Jane McCracken (Interim Non-Executive Chair) | via IFC Advisory |
Allenby Capital Limited (Nominated Adviser and Broker) Alex Brearley / Dan Dearden-Williams (Corporate Finance) Kelly Gardiner (Sales and Corporate Broking) |
Tel: 0203 328 5656 |
IFC Advisory (Financial PR and IR) Tim Metcalfe Graham Herring Florence Chandler |
Tel: 0203 934 6630 |
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
| |
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. 0.50 pence 2. 0.50 pence
| 1. 268,888 2. 1,000,000
| ||
d) | Aggregated information | N/A
| |
Aggregated volume | N/A
| ||
Price | N/A
| ||
e) | Date of the transaction |
14 October 2025 to be completed on 16 October 2025
| |
f) | Place of the transaction | Outside of a trading venue
| |
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