Tern Regulatory News (TERN)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, JAPAN, CANADA, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

28 June 2021

Tern Plc

("Tern" or the "Company")

Wyld Networks IPO Update

Tern Plc (AIM:TERN), the investment company specialising in the Internet of Things ("IoT"), is pleased to provide an update on the proposed IPO and admission to trading on the NASDAQ First North Growth Market ("NASDAQ First North") in Stockholm of the newly incorporated holding company of the Company's portfolio company, Wyld Networks Limited, Wyld Networks AB (publ) (together "Wyld Networks"), originally announced by Tern on 9 June 2021.

The subscription period for the issue of units by Wyld Networks in connection with the admission to Nasdaq First North (the "Offering") ended on 23 June 2021. There was a large interest in the Offering and the Offering to the public in Sweden was heavily oversubscribed. As a result of the significant interest shown, not all subscribers have been allocated shares. The allotment of shares in the Offering was decided in accordance with the principles set out in the EU growth prospectus prepared by Wyld Networks, which was approved by the Swedish Financial Supervisory Authority on 9 June 2021.

As previously announced, Wyld Networks will receive SEK 25 million (approximately £2.1 million) from the Offering, before issue costs and the proceeds from any future warrant exercises. This includes approximately £300,000 from Tern and further amounts from certain of Tern's Directors (amounting to approximately £55,000) and Wyld Networks' management. A maximum of a further approximately SEK 69 million (approximately £5.8 million) could potentially be raised by Wyld Networks if all of the warrants to be granted pursuant to the Offering (as described in Tern's announcement of 9 June 2021) were to be exercised.

It is anticipated that the first day of trading of Wyld Networks' shares on NASDAQ First North will be on 2 July 2021.

Following the Offering, Tern's holding in Wyld Networks will reduce from 78.7% to 60.7% on the commencement of trading on NASDAQ First North, which will be valued at approximately £4.7 million on the basis of the Offering price.

Commenting Al Sisto, CEO of Tern, said:

"We are delighted that the Wyld Networks Offering in connection with its IPO on NASDAQ First North has been such a success. We look forward to Wyld Networks starting to trade on NASDAQ First North on 2 July 2021 and as their majority shareholder, Tern and our shareholders will benefit from any future share price appreciation. We believe that Wyld Networks has an exciting future ahead of it and we look forward to reporting on their future developments, together with our other portfolio companies in due course."

Enquiries

Important information

The release, announcement or distribution of this announcement may, in certain jurisdictions, be subject to restrictions. The recipients of this announcement in jurisdictions where this announcement has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this announcement is responsible for using this announcement, and the information contained herein, in accordance with applicable rules in each jurisdiction. This announcement does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Wyld Networks in any jurisdiction, neither from Wyld Networks nor from someone else.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in Wyld Networks.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this announcement may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States (including its territories and provinces, every state of the united states and the District of Columbia), Australia, New Zealand, Japan, Canada, Hong Kong or South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. A prospectus approved and registered by the Swedish Financial Supervisory Authority in connection with the Offering has been prepared and has been published by Wyld Networks on Wyld Networks' website.

Forward-looking information

This announcement contains forward-looking statements that reflect Wyld Networks' intentions, beliefs, or current expectations about and targets for Wyld Networks' future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Wyld Networks' operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions.

The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Wyld Networks' believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice.