Tern Regulatory News (TERN)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("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.

3 April 2019

Tern Plc ("Tern" or the "Company")

Equity Fundraise of c. £1.5m

Tern Plc (AIM:TERN), the investment company specialising in the Internet of Things ("IoT"), announces that it has raised approximately £1.5 million before expenses through a subscription of 17,647,058 new ordinary shares of 0.02p each (the "Subscription Shares") at a price of 8.5 pence per new ordinary share (the "Subscription"), conditional upon admission to AIM.

The funds raised will provide Tern with additional finance and a strong negotiating position as it focuses on implementing its strategy to acquire and maintain long term, influential interests in high growth IoT innovators until a suitable exit has been secured. This approach delivered robust NAV growth in the 12 months to 31 December 2018.

Al Sisto, CEO of Tern, commented on the Subscription: "Tern is an investment company which is focused on capitalising on the rapid growth of IoT, particularly in the healthcare and industrials arenas. This fundraise will enable us to continue with our strategy, which delivered solid NAV growth in 2018, of holding long term influential interests in high growth IoT innovators. In particular, we were pleased to note recent contract wins by Fundamental VR and InVMA. We now have six portfolio companies in our portfolio at various stages of our value creation model and this new capital will allow us to maintain our position of influence as we syndicate further investment in our later stage companies and to invest in exciting high growth new opportunities, all with the goal of adding to our long-term NAV growth. We look forward to announcing how we have invested these funds in due course."

Application will be made for the 17,647,058 Subscription Shares to be admitted to AIM and it is expected that admission will take place and trading in the Subscription Shares will commence on 9 April 2019.

In accordance with the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules, the Company confirms that on completion of the Subscription and following admission of the Subscription Shares to trading on AIM, the Company's enlarged issued ordinary share capital will comprise 254,323,945 ordinary shares of 0.02p each. The Company does not hold any shares in Treasury. Therefore the total number of voting rights in the Company will be 254,323,945.  Following the completion of the Subscription and admission of the Subscription Shares to trading on AIM, the above 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.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Subscription Shares have been subject to a product approval process by Allenby Capital Limited, which has determined that the Subscription Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Subscription Shares may decline and investors could lose all or part of their investment; Subscription Shares offer no guaranteed income and no capital protection; and an investment in Subscription Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Subscription.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterparties have been procured.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Subscription Shares.

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