Tern Regulatory News (TERN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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"). 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.

8 December 2022

Tern Plc

("Tern" or the "Company")

Subscription to raise £1.5 million

Tern Plc (AIM:TERN), the company focused on value creation from Internet of Things ("IoT") technology businesses, announces that it has raised £1.5 million, before expenses, through a subscription for 15,000,000 new ordinary shares ("Ordinary Shares") of 0.02p each in the Company (the "Subscription Shares") at a price of 10 pence per new Ordinary Share (the "Issue Price"), conditional upon admission to AIM (the "Subscription").

The Subscription Shares will represent approximately 3.86 per cent. of the Company's issued share capital as enlarged by the Subscription. The Issue Price represents a discount of approximately 14.9 per cent. to the mid-market closing price on AIM of 11.75 pence per Ordinary Share on 7 December 2022, being the latest practicable business day prior to the publication of this announcement.

The Subscription has been undertaken with a single UK-based FCA regulated institutional investment fund management firm who have subscribed on the understanding that Tern will use part of the net proceeds to repay the outstanding £400,000 loan facility and retain the benefit of the Wyld Network's AB shares, currently subject to a call option, as detailed below. The subscriber has additionally agreed to work with the Company to assist in maximising shareholder value from Tern's existing investments.

The Directors intend that the net proceeds of the Subscription will be used to:

· provide Tern with a stronger negotiating position and with funding for follow-on investment opportunities in future syndicated fundraises performed by Tern's existing portfolio companies;

· to repay the £400,000 short term loan facility and applicable interest entered into by the Company in July 2022. On repayment of the loan it is intended that the facility provider's call option on 320,455 shares in Wyld Networks AB will be cancelled, enabling the Company to continue to benefit from this holding; and

· for general corporate purposes.

Admission and Total Voting Rights

Application will be made for the 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 or about 15 December 2022.

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 388,571,510 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 388,571,510 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.

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