TIDMTERN TIDMPIRI
RNS Number : 4838N
Tern PLC
01 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW TERN SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS
PROPOSED TO BE PUBLISHED IN DUE COURSE.
this announcement CONTAINS inside information as stipulated
under Regulation (EU) No. 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019 (SI 2019/310) ("UK MAR") .
1 June 2022
Recommended All Share Offer
for
Pires Investments plc ("Pires")
by
Tern plc ("Tern")
The directors of Tern and Pires are pleased to announce that
they have reached agreement on the terms of a recommended all share
offer by Tern for the issued and to be issued share capital of
Pires, to be effected by means of a court-sanctioned scheme of
arrangement between Pires and Pires Shareholders under Part 26 of
the Companies Act.
Overview of the Acquisition
Under the terms of the Acquisition, holders of Pires Shares will
be entitled to receive:
For each Pires Share held, 0.51613 New Tern Shares
Based on a closing price of 15.5 pence per Tern Share on 31 May
2022 (being the Last Practicable Date), the acquisition of Pires by
Tern will value:
-- each Pires Share at 8.0 pence, a premium of 53.8 per cent. to
Pires' closing share price of 5.2 pence on the Last Practicable
Date and a 31.9 per cent. premium to the average closing share
price of 6.1 pence per Pires Share for the six months ended 31 May
2022;
-- the entire issued and to be issued share capital of Pires at
approximately GBP14.9 million; and
-- the Enlarged Group at a combined market capitalisation of
approximately GBP69.5 million (assuming completion of the
Acquisition).
Upon completion of the Acquisition, Pires Shareholders will own
approximately 21.51 per cent. of the enlarged issued share capital
of Tern (based on the existing ordinary issued share capital of
Tern and the fully diluted share capital of Pires, in each case as
at the date of this Announcement).
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable in respect of
Pires Shares on or after the date of this Announcement and prior to
the Acquisition becoming effective, Tern will have the right to
reduce the value of the consideration payable for each Pires Share
by up to the amount per Pires Share of such dividend, distribution
or return of value.
Background to and reasons for the Acquisition
The Tern Board believes that combining the two businesses by way
of the Acquisition has compelling strategic and financial
rationale, providing the opportunity for the Enlarged Group to:
- establish a company of greater scale and potential interest to institutional investors;
- provide investors with increased diversity of exposure to
specialist technology businesses at different stages of
development;
- aid the development of the companies within each businesses'
portfolio given their synergistic nature;
- further enhance the existing Sure Valley Ventures relationship
through the businesses' combined investment;
- create a leadership position as the 'go to' investor in the
IoT sector and other deep technology sectors that include
Artificial Intelligence (AI), Machine Learning (ML) and Natural
Language Processing (NLP);
- provide greater liquidity to Pires Shareholders through their proposed holding of Tern Shares;
- provide clear corporate synergistic benefits and cost savings,
most notably Pires' public company costs, benefiting from the
efficiencies created by the Enlarged Group;
- provide Pires and its portfolio companies with a greater
ability to expand outside of the UK, particularly given Tern's
North American presence, connections and history; and
- facilitate increased access to capital from a variety of
sources as part of a larger group, in addition to the proceeds from
potential exits of investments held by each business.
The Acquisition enables Pires Shareholders to participate fully
in the potential value creation from the Acquisition and benefit
from future shareholder returns.
The Tern Board believes that the terms of the Acquisition fairly
reflect both Tern and Pires' respective standalone businesses and
their prospects as well as an appropriate sharing of the
anticipated synergies resulting from the Acquisition. In addition,
the Tern Board believes that there is considerable unlocked
potential within the Pires investment portfolio (including
unrealised value in the Sure Valley Ventures 1 investment
portfolio) and that by using its hands-on approach and wide network
of connections the Tern management team will quickly have an impact
of releasing such potential. Furthermore, Pires will have ongoing
representation on the Board of the Enlarged Group, with Nicholas
Lee being proposed to join the Tern Board as a Non-Executive
Director from the Effective Date.
Background to and reasons for Pires' Board recommending the
Acquisition
The Pires Board believes that there are a number of reasons why
a combination with Tern is an attractive option for Pires and Pires
Shareholders.
- Attractive price being offered: the Offer Value represents a
significant premium to Pires' share price at the Last Practicable
Date and takes into account the growth prospects of the Pires
investment portfolio;
- Share offer: by receiving shares in the Enlarged Group, Pires
Shareholders are able to retain an interest in the upside potential
from the combination of the investment portfolios and benefit from
any synergies available;
- Scale: whilst Pires' organic growth has been rapid over the
last couple of years, a combination with Tern enables both
companies to quickly achieve greater scale. The Pires Directors
believe that this scale will enhance liquidity to the benefit of
all Pires Shareholders, whilst also making the Enlarged Group more
attractive to both retail and institutional investors;
- Funding: going forward the Enlarged Group will be better
placed to benefit from a greater range of more flexible funding
options;
- Complementary portfolio: Pires' portfolio generally comprises
smaller shareholdings in its investee companies and is more
diverse, whereas Tern has a more concentrated portfolio with larger
shareholdings thereby offering the potential to deliver greater
absolute gains;
- Operating infrastructure and resources: the management of
Pires' investment portfolio can benefit from Tern's larger
operating team with greater resources and a more international
network; and
- Cost reduction: the majority of the direct costs associated
with the management of the Pires portfolio can be eliminated
through the combination thereby reducing the cost ratio for the
Enlarged Group.
Pires Directors' Recommendation
The Pires Directors, who have been so advised by Cairn as to the
financial terms of the Acquisition, unanimously consider the terms
of the Acquisition to be fair and reasonable. In providing its
advice to the Pires Directors, Cairn has taken into account the
commercial assessments of the Pires Directors. Cairn is providing
independent nancial advice to the Pires Directors for the purposes
of Rule 3 of the Code.
Accordingly, the Pires Directors unanimously intend to recommend
that Pires Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions relating to the Acquisition at the
General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept or procure acceptance of
such Offer).
Irrevocable Undertakings
RiverFort Global Opportunities plc has irrevocably undertaken
to, or to direct (and to use all reasonable endeavours to procure
that) its nominees to, vote in favour of the Scheme at the Court
Meeting (or in the event that the Acquisition is implemented by way
of a takeover offer (as defined in Part 28 of the Companies Act) to
accept or procure the acceptance of such Offer) in respect of their
own beneficial holdings totalling 30,914,193 Pires Shares,
representing in aggregate approximately 19.23 per cent. of Pires'
issued share capital as at the Last Practicable Date. The
irrevocable undertaking also includes up to 4,814,200 Pires
Warrants which may be exercised prior to the date of the Court
Meeting. These irrevocable undertakings are binding save in the
event of a higher offer of not less than a 10 per cent. premium to
the value of the consideration under the Acquisition and is not
matched or bettered by Tern (where such competing offer has been
announced as a firm intention to make an offer in accordance with
Rule 2.7 of the Code) or if the Scheme Document is not published
within 28 days of the date of this Announcement or the Scheme
lapses or is otherwise withdrawn.
Enlarged Group and Board
On the Effective Date it is intended that Nicholas Lee,
currently a Non-Executive Director of Pires, will be appointed a
Non-Executive Director of Tern and that John May and David Palumbo,
currently the other Non-Executive Directors of Pires, will resign
from the Pires Board.
Tern General Meeting and associated irrevocable undertakings
In order to allot the New Tern Shares, Tern will propose the
Resolution at the Tern General Meeting, to be approved by the Tern
Shareholders by way of an ordinary resolution. The completion of
the Acquisition will, accordingly, be conditional on such authority
being approved.
The Tern Directors consider the Acquisition to be in the best
interests of Tern Shareholders as a whole and intend to recommend
unanimously that Tern Shareholders vote in favour of the
Resolution, as those Tern Directors who are interested in Tern
Shares intend to do in respect of their own beneficial holdings
(and the beneficial holdings which are under their control) of
21,100,898 Tern Shares, representing, in aggregate, approximately
5.99 per cent. of Tern's issued ordinary share capital as at the
Last Practicable Date.
Commenting on the Acquisition, Al Sisto, Chief Executive Officer
of Tern, said:
"We are delighted to be announcing the proposed acquisition of
Pires. Combining Tern and Pires will, I believe, deliver benefits
to the shareholders of both companies. It will create a group with
larger scale and a more diverse, but synergistic, network of
exciting technology companies.
"At Tern we have sought, and continue to seek out, companies at
crucial stages of their development, such as those in the Pires
portfolio, bringing our wealth of market knowledge and business
building expertise to the table during this critical time. Based on
identifying a clear path to market, coupled with a clearly
identified customer value programme, Tern acts as an active
strategic advisor to guide our entrepreneurs through the minefield
of bringing innovation to the market at speed and scale,
successfully. The critical benefit Tern offers is the synergies
within the core technologies of our companies to create a 'network
effect' for collaboration. By combining with Pires we will expand
this network of like-minded companies that can proactively share
experiences, insights and information for the benefit of all
stakeholders."
Commenting on the Acquisition, Nicholas Lee, Non-Executive
Director of Pires, said:
"We are very excited about the combination with Tern as this
will enable us to rapidly generate value and liquidity for our
shareholders whilst, at the same time, allowing them to share in
the upside that we expect to be created through a combination of
the two companies and their respective investment portfolios."
Conditions to the Acquisition
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme
Document, including, among other things :
(i) the Scheme becoming effective;
(ii) the Resolution being proposed at the Tern General Meeting
and passed (without amendment); and
(iii) Admission of the New Tern Shares to trading on AIM.
The Scheme Document will include full details of the
Acquisition, the expected timetable, and will specify the action to
be taken by Pires Shareholders to vote on the Scheme. The Scheme
will lapse if it does not become effective by 11.59 p.m. on the
Long Stop Date.
The Acquisition will lapse if these conditions are not satisfied
or, if capable of waiver, waived, on or prior to the Long Stop
Date.
General
It is intended that the Acquisition will be implemented by way
of the Scheme, further details of which are contained in the full
text of this Announcement and will be set out in the Scheme
Document. However, Tern reserves the right, with the consent of the
Panel and Pires or, in certain circumstances, without the consent
of Pires, to implement the Acquisition by way of an Offer.
The summary above should be read in conjunction with the full
text of this Announcement and the Appendices.
Appendix 1 contains the conditions and further terms of the
Acquisition. Appendix 2 contains the sources and bases of certain
information used in this summary and this Announcement. Appendix 3
contains details of the irrevocable undertakings received in
relation to the Acquisition that are referred to in this
Announcement. Appendix 4 contains definitions of certain terms used
in this summary and this Announcement.
Inside information and UK MAR
Certain Pires Shareholders were, with the consent of the Panel,
formally brought inside in order to discuss giving irrevocable
commitments to vote in favour of the Scheme at the Court Meeting
and the General Meeting. That information is set out in this
Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of UK MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to Pires
and Tern, and their respective securities.
The person responsible for arranging release of this
Announcement on behalf of Tern is Al Sisto, Chief Executive Officer
of Tern.
The person responsible for arranging release of this
Announcement on behalf of Pires is Nicholas Lee, Non-Executive
Director of Pires.
Enquiries:
Tern plc via IFC Advisory
Al Sisto, Chief Executive Officer
Sarah Payne, Chief Financial Officer
Pires Investments plc +44 (0) 20 3368
Nicholas Lee, Non-Executive Director 8961
Allenby Capital Limited
Financial Adviser, Nominated Adviser and
Broker to Tern
David Worlidge / Alex Brearley / Freddie
Wooding (Corporate Finance) +44 (0) 20 3328
Matt Butlin (Sales and Corporate Broking) 5656
Cairn Financial Advisers LLP
Financial Adviser, Rule 3 Adviser and Nominated
Adviser to Pires +44 (0) 20 7213
James Lewis / Liam Murray / Ludovico Lazzaretti 0880
Peterhouse Capital Limited
Joint Broker to Pires +44 (0) 20 7469
Duncan Vasey / Lucy Williams 0935
Tennyson Securities
Joint Broker to Pires +44 (0) 20 3167
Peter Krens 7221
IFC Advisory +44 (0) 20 3934
PR advisers to Tern 6630
Tim Metcalfe / Graham Herring / Florence tern@investor-focus.co.uk
Chandler
Yellow Jersey PR
PR advisers to Pires
Sarah Hollins / Henry Wilkinson / Annabelle
Wills +44 (0) 20 3004 9512
Reed Smith LLP is acting as legal adviser to Tern.
Orrick Herrington & Sutcliffe (UK) LLP is acting as legal
adviser to Pires.
IMPORTANT NOTICES
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and joint
broker exclusively for Tern and no one else in connection with the
Acquisition and this Announcement and will not be responsible to
anyone other than Tern for providing the protections afforded to
clients of Allenby Capital or for providing advice in relation to
the Acquisition, the content of this Announcement or any matter
referred to herein. Allenby Capital's responsibilities as Tern's
Nominated Adviser under the AIM Rules for Companies and AIM Rules
for Nominated Advisers are owed solely to London Stock Exchange and
no other person. Allenby Capital has not authorised and is not
making any representation or warranty, express or implied, as to
the contents of this Announcement.
Cairn, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and Rule 3 adviser exclusively for
Pires and no one else in connection with the Acquisition and the
matters set out in this Announcement and will not be responsible to
any person other than Pires for providing the protections afforded
to clients of Cairn, nor for providing advice in relation to the
Acquisition , the content of this Announcement or any matter
referred to herein. Cairn's responsibilities as Pires' Nominated
Adviser under the AIM Rules for Companies and AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange and no
other person. Cairn has not authorised and is not making any
representation or warranty, express or implied, as to the contents
of this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Tern or Pires pursuant to the Acquisition in any
jurisdiction in contravention of applicable laws. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Offer is to be implemented
means of an Offer, the Offer Document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any decision in respect of,
or other response to, the Acquisition should be made solely on the
basis of the information contained in the Scheme Document.
Allenby Capital and Cairn urge Pires Shareholders to read the
Scheme Document carefully when it becomes available because it will
contain important information in relation to the Acquisition, the
New Tern Shares and the Enlarged Group, and to take appropriate
advice. Any vote in respect of resolutions to be proposed at the
Pires Meetings, the Scheme or related matters should be made only
on the basis of the information contained in the Scheme
Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. on the 10 (th) Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. on the 10 (th) Business Day following the
announcement in which any securities exchange offeror is first
identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in one per cent. or more of
any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company; and (ii)
any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. on the Business Day following the date of
the relevant dealing. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Information relating to Pires Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Pires Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Pires may be provided to Tern during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c).
Overseas jurisdictions
Further details for Pires Shareholders who are resident in,
ordinarily resident in, or citizens of jurisdictions outside the UK
(including guidance for US shareholders) will be set out in the
Scheme Document.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Pires and Tern
contain certain forward-looking statements, beliefs or opinions
with respect to the financial condition, results of operations and
business of the Wider Pires Group and the Tern Group. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts.
Forward-looking statements may often, but not always, be
identified by the use of forward-looking terms such as "may",
"will", "expects", "believes", "hopes", "anticipates", "aims",
"plans", "estimates", "projects", "targets", "intends",
"forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable",
"trend", "seeks" or variations of such words and phrases or
statements that certain actions, events or results "could",
"should", "would" or "might" be taken, occur or be achieved or the
negative of such terms or other variations on such terms or
comparable terminology.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These
statements are based on assumptions and assessments made by Pires
and/or Tern, as the case may be, in light of their experience and
their perception of historical trends, current conditions, future
developments and other factors that they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors that
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements are unknown.
Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the
statements were made, no assurance is given by Pires and/or Tern
that such expectations or the assumptions and assessments
underlying them will prove to have been correct and the
circumstances may change. You are, therefore, cautioned not to
place undue reliance on these forward-looking statements. Neither
Pires nor Tern assumes any obligation, and Pires and Tern disclaim
any intention or obligation, to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law or regulation.
Save as specifically stated in this Announcement, any such
forward-looking statements have not been reviewed by the auditors
of Pires or Tern or their respective financial advisers. Such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. There are many factors which
could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from
those described in the forward-looking statements is the
satisfaction of any conditions to the Acquisition, as well as
additional factors such as changes in global, political, economic,
business, competitive, market and regulatory forces (including as a
result of governmental, business or individual responses to the
COVID-19 pandemic and any variant thereof), future exchange and
interest rates, changes in tax rates and future business
combinations or dispositions. Such forward looking statements
should, therefore, be construed in the light of such factors.
Neither Pires nor Tern, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur.
No profit forecasts or estimates
No statement in this Announcement (including any statement of
estimated synergies) is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend
per share for Tern, Pires or the Enlarged Group, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Tern, Pires or the Enlarged Group, as
appropriate.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 information disclosures
In accordance with Rule 2.9 of the Code:
Tern confirms that, as at the date of this Announcement, it has
352,014,701 ordinary shares of nominal value 0.02 pence each in
issue with ISIN GB00BFPMV798. Tern does not hold any securities
(including Tern Shares) in treasury.
Pires confirms that, as at the date of this Announcement, it has
160,745,209 ordinary shares of nominal value 0.25 pence each in
issue with ISIN GB00BD07SH45. Pires does not hold any securities
(including Pires Shares) in treasury.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Acquisition as detailed
in paragraph 16 of this Announcement will, subject to certain
restrictions, be available for inspection on Tern's website at
https://www.ternplc.com/ and on Pires' website at
https://piresinvestments.com no later than 12.00 p.m. on the
business day following this Announcement. The contents of the
websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form by contacting Allenby Capital on +44 (0)20 3328 5656 or in
writing to Sarah Payne at Tern plc, Gridiron, One Pancras Square,
London N1C 4AG, United Kingdom. A person may also request that all
future documents, announcements and information to be sent to that
person in relation to the Acquisition should be in hard copy form.
For persons who receive a copy of this Announcement in electronic
form or by way of a website notification, a hard copy of this
Announcement and any information incorporated into it by reference
to another source in hard copy form will not be sent to persons so
entitled unless so requested.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW TERN SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS
PROPOSED TO BE PUBLISHED IN DUE COURSE.
this announcement CONTAINS inside information as stipulated
under Regulation (EU) No. 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019 (SI 2019/310) ("UK MAR") .
1 June 2022
Recommended All Share Offer
for
Pires Investments plc
by
Tern plc
1. Introduction
The Boards of Pires and Tern are pleased to announce that they
have reached agreement on the terms of a recommended all-share
offer to be made by Tern for the entire issued and to be issued
share capital of Pires, to be effected by means of a
court-sanctioned scheme of arrangement between Pires and Pires
Shareholders under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and the other terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document, Pires Shareholders will be entitled to
receive:
For each Pires Share held, 0.51613 New Tern Shares
Based on the Exchange Ratio and the Closing Price per Tern Share
of 15.5 pence on the Last Practicable Date, the Acquisition
values:
-- each Pires Share at 8.0 pence, a premium of 53.8 per cent. to
Pires' closing share price of 5.2 pence on the Last Practicable
Date and a 31.9 per cent. premium to the average closing share
price of 6.1 pence per Pires Share for the six months ended 31 May
2022;
-- the entire issued and to be issued share capital of Pires at
approximately GBP14.9 million; and
-- the Enlarged Group at a combined market capitalisation of
approximately GBP69.5 million (assuming completion of the
Acquisition).
Upon completion of the Acquisition, Pires Shareholders will own
approximately 21.51 per cent. of the share capital of the Enlarged
Group (based on the existing issued ordinary share capital of Tern
and the fully diluted share capital of Pires) which will continue
to be traded on AIM.
The New Tern Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Tern Shares in issue
at the time the New Tern Shares are issued pursuant to the
Acquisition, including the right to receive and retain dividends
and other distributions declared, made or paid by reference to a
record date falling after the Effective Date. Application will be
made to the London Stock Exchange for the New Tern Shares to be
admitted to trading on AIM.
In the event that the Acquisition is to be implemented by way of
an Offer, the Pires Shares will be acquired pursuant to the Offer
fully paid and free from all liens, charges, equitable interests,
encumbrances and rights of pre-emption and any other interests of
any nature whatsoever and together with all rights attaching
thereto.
Conditions to the Acquisition
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme
Document, including, among other things :
(i) the Scheme becoming effective;
(ii) the Resolution being proposed at the Tern General Meeting
and passed (without amendment); and
(iii) Admission of the New Tern Shares to trading on AIM.
The Scheme Document will include full details of the
Acquisition, the expected timetable, and will specify the action to
be taken by Pires Shareholders to vote on the Scheme. The Scheme
will lapse if it does not become effective by 11.59 p.m. on the
Long Stop Date.
The Acquisition will lapse if these conditions are not satisfied
or, if capable of waiver, waived, on or prior to the Long Stop
Date.
3. Background to and reasons for the Acquisition
The Tern Board believes that combining the two businesses by way
of the Acquisition has compelling strategic and financial
rationale, providing the opportunity for the Enlarged Group to:
- establish a company of greater scale and potential interest to institutional investors;
- provide investors with increased diversity of exposure to
specialist technology businesses at different of stages of
development;
- aid the development of the companies within each businesses'
portfolio given their synergistic nature;
- further enhance the existing Sure Valley Ventures relationship
through the businesses' combined investment;
- create a leadership position as the 'go to' investor in the
IoT sector and other deep technology sectors that include
Artificial Intelligence (AI), Machine Learning (ML) and Natural
Language Processing (NLP);
- provide greater liquidity to Pires Shareholders through their proposed holding of Tern Shares;
- provide clear corporate synergistic benefits and cost savings,
most notably Pires' public company costs, benefiting from the
efficiencies created by the Enlarged Group;
- provide Pires and its portfolio companies with a greater
ability to expand outside of the UK, particularly given Tern's
North American presence, connections and history; and
- facilitate increased access to capital from a variety of
sources as part of a larger group, in addition to the proceeds from
potential exits of investments held by each business.
The Acquisition enables Pires Shareholders to participate fully
in the potential value creation from the Acquisition and benefit
from future shareholder returns.
The Tern Board believes that the terms of the Acquisition fairly
reflect both Tern and Pires' respective standalone businesses and
their prospects as well as an appropriate sharing of the
anticipated synergies resulting from the Acquisition. In addition,
the Tern Board believes that there is considerable unlocked
potential within the Pires investment portfolio (including
unrealised value in the Sure Valley Ventures 1 investment
portfolio) and that by using its hands-on approach and wide network
of connections the Tern management team will quickly have an impact
of releasing such potential. Furthermore, Pires will have ongoing
representation on the Board of the Enlarged Group, with Nicholas
Lee being proposed to join the Tern Board as a Non-Executive
Director from the Effective Date.
4. Management and locations
Following the Acquisition, Tern intends for Pires' future
business to continue to be that of an investment company. On the
Effective Date, the Tern Board intends that the existing business
activities of Pires will be transferred to Tern.
By way of background, Pires currently has three employees who
are its three directors. Tern currently has eight employees, of
which six are its directors.
On the Effective Date, it is proposed that Nicholas Lee will
join the Tern Board as a Non-Executive Director and that John May
and David Palumbo, currently the other Non-Executive Directors of
Pires will resign from the Pires Board. Mr Lee's appointment to the
Tern Board is subject to approval from Tern's Nominated Adviser
after completion of the customary director due diligence process to
satisfy itself as to Board composition and independence and the
suitability of a potential director for the purposes of the AIM
Rules for Nominated Advisers.
Tern has no intention to redeploy any material xed assets of
Pires. Tern intends to move Pires' location of business and
headquarters to those of Tern as soon as practicable following
completion of the Acquisition. Owing to the nature of the business,
Pires has no research and development function. Tern has no plans
to change this. Additionally, Pires has no existing pension schemes
for its employees. Tern has no plans to change this.
Notwithstanding the above, no proposals have been made on the
terms of any incentive arrangement for Nicholas Lee and there have
been no discussions in respect of the terms of these
arrangements.
Following the Acquisition, Tern's business will continue to be
that of an investment company with an investment strategy that is
focused on technology businesses. Tern does not intend for the
Acquisition to result in changes to the continued employment of its
current employees and all of the current members of Tern's Board
and management will remain in their positions following completion
of the Acquisition, with the only change to the Tern Board being
the addition of Nicholas Lee as a Non-Executive Director. Tern does
not intend for the Acquisition to bring about any material changes
in the conditions of employment or the balance of skills or
functions in relation to Tern's current employees and management.
Additionally, Tern does not intend for the Acquisition to bring
about any material changes to Tern's places of business, the
location of its headquarters or its headquarters functions.
5. Background to and reasons for Pires' Board recommending the Acquisition
Pires is an investment company listed on AIM that is focused on
investing in next generation technology. Since moving towards
technology investments in 2019, Pires has made some very exciting
and attractive investments.
Pires intends to release its audited results for the year ended
31 December 2021 in due course, and in any event, prior to the
publication of the Scheme Document.
Today, Pires has a very attractive investment portfolio with
clear potential for future growth and the ability to continue as an
independent listed company, however, there are a number of reasons
why a combination with Tern is an attractive option for Pires and
Pires Shareholders.
- Attractive price being offered: the Offer Value represents a
significant premium to Pires' share price at the Last Practicable
Date and fairly takes account of the growth prospects of the Pires
investment portfolio;
- Share offer: by receiving shares in the Enlarged Group, Pires
Shareholders are able to retain an interest in the upside potential
from the combination of the investment portfolios and benefit from
any synergies available following the Effective Date;
- Scale: whilst Pires' organic growth has been rapid over the
last couple of years, a combination with Tern enables both
companies to quickly achieve greater scale. The Pires Directors
believe that this scale will enhance liquidity to the benefit of
all Pires Shareholders, whilst also making the Enlarged Group more
attractive to both retail and institutional investors;
- Funding: going forward the Enlarged Group will be better
placed to benefit from a greater range of more flexible funding
options;
- Complementary portfolio: Pires' portfolio generally comprises
smaller shareholdings in its investee companies and is more
diverse, whereas Tern has a more concentrated portfolio with larger
shareholdings thereby offering the potential to deliver greater
absolute gains;
- Operating infrastructure and resources: the management of
Pires' investment portfolio can benefit from Tern's larger
operating team with greater resources and a more international
network; and
- Cost reduction: the majority of the direct costs associated
with the management of the Pires portfolio can be eliminated
through the combination thereby reducing the cost ratio for the
Enlarged Group.
6. Recommendation
The Pires Directors, who have been so advised by Cairn as to the
nancial terms of the Acquisition, unanimously consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the Pires Directors, Cairn has taken into account the commercial
assessments of the Pires Directors. Cairn is providing independent
nancial advice to the Pires Directors for the purposes of Rule 3 of
the Code.
Accordingly, the Pires Directors unanimously intend to recommend
that Pires Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions relating to the Acquisition at the
General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept or procure acceptance of
such Offer).
7. Information on Tern
Tern is a public limited company incorporated in England and
Wales whose shares are admitted to trading on AIM.
Tern is focused on value creation from IoT technology businesses
and its network of companies comprises Device Authority Limited,
Wyld Networks AB, InVMA Limited (trading as Konektio), FVRVS
Limited (trading as FundamentalVR) and Talking Medicines Limited,
all of which are companies that Tern has interests in, as further
described below.
In March 2022, Tern announced that it had agreed to participate
in a new venture capital fund, the Sure Valley Ventures UK Software
Technology Fund (the "New SVV Fund") alongside the British Business
Bank and other investors.
Tern's investment strategy
Tern's investment strategy is to invest in high-potential,
private, UK software companies that solve significant real-world
problems using new methods in large global markets.
Specifically, Tern targets investments in companies that have
developed disruptive innovations to healthcare and industrial
markets, employing the following technologies: Artificial
Intelligence (AI), Machine Learning, Next Generation IoT
Networking, Security (e.g. Information Security (InfoSec)) and
Immersive Technologies such as Augmented Reality (AR) and Virtual
Reality (VR) for the IoT.
Tern seeks to participate at the late seed stage or 'A' round,
where there is often an equity gap, typically leading the
investment round, bringing in other syndicate partners in later
rounds, to capitalise the investee company initially and provide
funding for future growth. When Tern invests in a company, it seeks
to secure a position of influence, typically a board seat as
Chairperson. Subsequently, Tern provides substantial "hands on"
support and value add through the Tern team's operating expertise
and network, to accelerate the company's growth from the initial
investment to a position when it can hold a Series 'B' investment
round. At the appropriate time, Tern will work to help the company
secure a new lead Series 'B' investor, using the Tern team's
extensive network and working with the investee company's syndicate
of third-party investors.
Details of the Tern Network of Companies
Tern's network of companies predominantly comprises:
Device Authority Limited ("Device Authority")
Tern has a 53.8 per cent. holding in Device Authority. Device
Authority is a global leader in Identity and Access Management
(IAM) for the IoT; focused on the automotive, medical device (IoMT)
and industrial (IIoT) sectors.
Device Authority's KeyScaler(TM) platform provides zero-touch
provisioning and complete automated lifecycle management for
securing IoT devices and data at scale, with frictionless
deployment across device provisioning, authentication, credential
management, policy based end-to-end data security/encryption and
secure OTA (Over the Air) and HSM (Hardware Security Module)
updates.
KeyScaler(TM) is system agnostic and protects Device Authority's
customers' global IoT deployments at the edge, in the cloud and
integrating into complex policy-driven requirements, independent of
the customers' proprietary hardware and software environments.
KeyScaler(TM) is deployed both direct, and through key platform and
system integrator partners such as Microsoft, Wipro, EPS
Global/Intrinsic ID. In December 2021, as part of a US$2.9 million
funding package, Device Authority received a US$1.25 million
strategic investment from Venafi Inc, a leader in providing machine
identities.
Wyld Networks AB ("Wyld Networks")
Tern has a 49.2 per cent. holding in Wyld Networks. Wyld
Networks' shares are quoted on the NASDAQ First North Growth Market
in Stockholm.
Wyld Networks is a virtual satellite network operator that
develops and delivers innovative wireless technology solutions that
enable affordable connectivity for IoT devices and sensors,
potentially anywhere in the world - especially for the 85 per cent.
of the world's surface where there are no cellular networks. Wyld
Networks' technology also enables mesh networks that utilise
location aware technology and wirelessly mesh devices in areas
where 4G or wifi are congested or not available.
FVRVS Limited (trading as "FundamentalVR")
Tern has a 20.0 per cent. holding in FundamentalVR.
FundamentalVR is a leading virtual reality training and data
analysis technology platform with its initial applications being in
surgical training.
FundamentalVR is led by surgical training experts and leading
technologists with a mission to revolutionise surgical training by
bringing simulation into the hands of medical professionals around
the world, using low cost and easily accessible technology.
FundamentalVR's software platform takes advantage of readily
available virtual reality software and devices, such as the
Facebook owned Oculus Quest, and combines it with cutting edge
haptics (being technology based on the sense of touch) to create a
simulation system that can be used on any modern computer set up.
Using computer learning, the software platform works together with
haptic hardware devices to simulate the physical sensation of
operating on human tissue. It also has the capability to provide
artificial intelligence (AI) driven real-time feedback, procedure
correction data and best practice insight. The result is a
simulation system that provides surgeons with a more hands-on
experience and aims to better prepare them for real life
situations, resulting in better patient outcomes.
InVMA Limited (trading as Konektio)("Konektio")
Tern has a 36.8 per cent. holding in Konektio. Konektio helps
industrial and manufacturing companies prosper by converging their
physical assets with new transformational digital insights.
Konektio's AssetMinder(R) is a modular, industry 4.0, IoT software
as a service (SaaS) platform, using a wide range of analytical
tools and AI and machine learning algorithms to connect up whole
factory floors and processes, as well as managing resources into
and out of the factory. AssetMinder(R) assesses the effectiveness
and efficiencies of entire operations, putting customers in control
of their assets and therefore directly impacting productivity,
efficiency and business outcomes.
Talking Medicines Limited ("Talking Medicines")
Tern has a 23.8 per cent. holding in Talking Medicines. Talking
Medicines is a social intelligence company designed specifically
for the pharmaceutical industry. By structuring and translating the
'patient's voice' on social media into actionable intelligence, it
focuses on assisting pharmaceutical companies in delivering a
greater return on investment for marketing and delivering better
health outcomes for patients. Its platform, PatientMetRx, is an AI
and natural language processing (NLP) powered social intelligence
service, to provide pharmaceutical companies with insights on
patient experience on a scale and depth not previously
possible.
The New SVV Fund
In March 2022, Tern announced that it had agreed to participate
in the New SVV Fund alongside the British Business Bank and other
investors. The New SVV Fund will invest in a range of private UK
software companies with a focus on companies in the immersive
technology and metaverse sectors, including augmented and virtual
reality, artificial intelligence, the IoT and security. Tern has
committed to invest up to GBP5.0 million in total over the 10 year
life of the New SVV Fund, which would result in an interest in the
New SVV Fund of approximately 5.9 per cent. The Tern Directors
believe they will be able to fund investments into the New SVV Fund
from Tern's ongoing available resources.
8. Information on Pires
Pires is an investment company listed on AIM focused on
investment in next generation technologies. It invests both
directly and through certain investment funds.
Pires' current investment portfolio can be analysed as
follows:
Category Components
Sure Valley 1.Original SVV fund with 14 investments
Ventures 2.New SVV Fund with a GBP50.0 million participation
by the British Business Bank
3.A 24.9 per cent. shareholding in SV, a listed
fund whose principal investments are a 25.9 per
cent. stake in SVV Fund 1 and a holding in VividQ
---------------------------------------------------------
Direct investments 1.Getvisibility - a leader in data visibility and
control, using state-of-the-art artificial intelligence
to classify and secure unstructured information.
---------------------------------------------------------
2.Precog - a security solution platform company
that provides data intelligence to combat crime,
terrorism and protect vulnerable people.
---------------------------------------------------------
3.Low6 - a leader in sports gaming technology that
powers franchises with their own branded gaming
experiences to engage and monetise their digital
fan bases.
---------------------------------------------------------
Digital assets Pluto Digital - Pluto is a crypto technology and
operations company with a focus to bring Decentralised
Finance (DeFi) and Metaverse (blockchain gaming
and NFTs) to the global economy.
---------------------------------------------------------
In the period ended 31 December 2020, Pires reported a loss
before tax of GBP0.69 million and an unaudited profit before tax of
GBP1.53 million for the six months ended 30 June 2021.
9. Pires Warrants
The Acquisition will extend to any Pires Shares which are
unconditionally allotted and issued to satisfy the exercise of
Pires Warrants prior to the Effective Date and prior to the date on
which these warrants lapse.
Holders of Pires Warrants will be contacted separately regarding
the effect of the Acquisition on their rights under the Pires
Warrants and appropriate proposals will be made to such holders in
due course.
10. Irrevocable undertakings and lock-in agreements
Tern has received irrevocable undertakings to vote, or procure
to vote, in favour of the Scheme at the Court Meeting and the
resolutions at the General Meeting (or, if the Acquisition is
implemented by way of an Offer to accept, or procure the
acceptance, of the Offer) from RiverFort Global Opportunities plc,
in respect of an aggregate of 30,914,193 Pires Shares, representing
approximately 19.23 per cent. of the issued ordinary share capital
of Pires as at the date of this Announcement. The irrevocable
undertaking also includes up to 4,814,200 Pires Warrants which may
be exercised prior to the date of the Court Meeting. These
undertakings will remain binding in the event of a competing offer
being made unless the value of such competing offer is an
improvement of more than 10 per cent. of the value of the
consideration under the Acquisition and is not matched or bettered
by Tern (where such competing offer has been announced as a firm
intention to make an offer in accordance with Rule 2.7 of the Code)
or if the Scheme Document is not published within 28 days of the
date of this Announcement or the Scheme lapses or is otherwise
withdrawn.
Therefore, in aggregate, Tern has received irrevocable
undertakings to vote in favour of the Scheme in respect of a total
of 30,914,193 Pires Shares, representing, in aggregate,
approximately 19.23 per cent. of the share capital of Pires in
issue as at the date of this Announcement.
In addition, these irrevocable undertakings also contain lock-in
agreements with Tern and Allenby Capital in respect of a total of
18,440,461 New Tern Shares (the "Locked-In Shares"), representing,
in aggregate, approximately 4.11 per cent. of the Enlarged Share
Capital, which will be issued should the Acquisition be completed.
Pursuant to these lock-in agreements the holders of the Locked-In
Shares have agreed that they will not, and will use all their
reasonable endeavours to procure that each of their connected
persons will not, directly or indirectly effect or agree to effect
a disposal of any legal or beneficial interest in any such New Tern
Shares during the period of one month from Admission and thereafter
for a further two months, to only dispose of such New Tern Shares
in an orderly manner as Allenby Capital shall reasonably
determine.
Further details of these irrevocable undertakings and lock-in
agreements are set out in Appendix 3 to this Announcement.
11. Tern General Meeting
In order to allot the New Tern Shares, Tern will propose the
Resolution to be approved by the Tern Shareholders at the Tern
General Meeting. The Acquisition will accordingly be conditional,
among other things , on such authority being approved.
The Tern Directors consider the Acquisition to be in the best
interests of Tern Shareholders as a whole and recommend unanimously
that Tern Shareholders vote in favour of the Resolution, as those
Tern Directors who are interested in Tern Shares have irrevocably
undertaken to, or to direct (and to use all reasonable endeavours
to procure that) their nominees, do in respect of their own
beneficial holdings (and the beneficial holdings which are under
their control) of 21,100,898 Tern Shares representing, in
aggregate, approximately 5.99 per cent. of Tern's issued ordinary
share capital as at the Last Practicable Date.
12. Issue and Admission of New Tern Shares
The New Tern Shares will be issued in registered form and will
be capable of being held in certificated and uncertificated
form.
Following the completion of the Acquisition, the New Tern Shares
will be issued as fully paid and will rank equally in all respects
with the Tern Shares in issue at the time the New Tern Shares are
issued, including in relation to the right to receive notice of,
and to attend and vote at, general meetings of Tern, and the right
to receive and retain any dividends and/or other distributions
declared, made or paid, or any other return of capital (whether by
reduction of share capital or share premium account or otherwise)
made, by Tern in respect of the Tern Shares with a record date
falling after completion of the Acquisition and to participate in
the assets of Tern upon a winding-up of Tern.
Irrespective of the date on which completion of the Acquisition
falls, Pires Shareholders will not be entitled to receive any
dividend declared, made or paid by Tern for the benefit of the Tern
Shareholders by reference to a record date falling on or before the
date on which the Acquisition completes.
Application will be made to the London Stock Exchange for the
New Tern Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings for normal
settlement in respect of the New Tern Shares at 8.00 a.m. on the
first Business Day following the Effective Date.
No application has been made or is currently intended to be made
by Tern for the New Tern Shares to be admitted to listing or
trading on any other exchange.
13. Cancellation of admission to trading of Pires Shares on AIM
and Re-Registration
Prior to the Scheme becoming Effective, application will be made
to the London Stock Exchange for admission of the Pires Shares to
trading on AIM to be cancelled on or shortly after the Scheme
becoming Effective. The last day of dealings in, and for
registration of transfers of, Pires Shares is expected to be on the
Business Day immediately prior to the Scheme Court Hearing and no
transfers will be registered after 6.00 p.m. on that date. No
dealings in Pires Shares will be registered after this date.
Further details of these proposed timings will be set out in the
Scheme Document.
On the Effective Date, Pires will become a wholly-owned
subsidiary of Tern and share certificates in respect of the Pires
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Pires Shares held within the CREST system will be
cancelled on the Effective Date.
It is also intended that, shortly after the Effective Date,
Pires will be re-registered as a private limited company pursuant
to the relevant provisions of the Companies Act.
14. Offer-related arrangements
Tern and Pires have entered into the Non-Disclosure Agreement
dated 20 April 2022 pursuant to which each of Tern and Pires has
undertaken, among other things , to: (a) keep certain information
relating to the Acquisition and the other party confidential and
not to disclose it to third parties (other than to permitted
parties) unless required by law or regulation; and (b) use the
confidential information for the sole purpose of evaluating,
negotiating, advising on or implementing the Acquisition.
15. Disclosure of Interests
As at the close of business on the Last Practicable Date,
neither Tern, nor any of the Tern Directors, nor, so far as Tern is
aware, any person acting in concert (within the meaning of the
Code) with Tern has:
-- any interest in, or right to subscribe for, any Pires Shares
nor does any such person have any short position in Pires Shares
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of Pires Shares; or
-- borrowed or lent any Pires Shares or entered into any
financial collateral arrangements relating to Pires Shares; or
-- any dealing arrangement, including any indemnity or option
arrangement and any agreement or understanding, formal or informal,
of whatever nature relating to Pires Shares which may be an
inducement to deal or refrain from dealing.
16. Documents available for inspection
Copies of the following documents will, by no later than 12.00
p.m. on 6 June 2022, be published on Tern's website at
https://www.ternplc.com and on Pires' website at
https://piresinvestments.com :
a) this Announcement;
b) the irrevocable undertakings and lock-in agreements referred
to in paragraph 10 above and listed in Appendix 3 to this
Announcement;
c) the written consents of each of Allenby Capital and Cairn
referred to in paragraph 20 below; and
d) the Non-Disclosure Agreement referred to in paragraph 14 above.
17. Conditions and Scheme of Arrangement
It is intended that the Acquisition will be effected by a court
sanctioned scheme of arrangement of Pires, between Pires and Pires
Shareholders, under Part 26 of the Companies Act.
Under the Scheme, the Scheme Shares held by Scheme Shareholders
will be transferred to Tern in consideration for which Scheme
Shareholders will receive the New Tern Shares on the basis set out
in paragraph 2 of this Announcement.
The Acquisition will be subject to the Conditions and further
terms and conditions referred to in Appendix 1 to this Announcement
and to be set out in the Scheme Document.
To become Effective, the Scheme requires, among other things ,
the approval of Scheme Shareholders by the passing of a resolution
at the Court Meeting. The resolution must be approved by a majority
in number of the Scheme Shareholders present and voting (and
entitled to vote), either in person or by proxy, representing not
less than 75 per cent. in value of the Scheme Shares voted by such
Scheme Shareholders. In addition, a special resolution must be
passed at the General Meeting to deal with certain ancillary
matters, which requires the approval of Pires Shareholders
representing at least 75 per cent. of the votes cast at the General
Meeting (either in person or by proxy). The General Meeting will be
held immediately after the Court Meeting.
The Acquisition will lapse if it does not become Effective by
11.59 p.m. on the Long Stop Date.
The Pires Meetings are to be held no later than the 22(nd) day
after the expected date of the Pires Meetings to be set out in the
Scheme Document in due course (or such later date as may be agreed
between Pires and Tern).
Following the Pires Meetings, the Scheme must be sanctioned by
the Court no later than the 22(nd) day after the expected date of
the Court Hearing to be set out in the Scheme Document in due
course (or such later date as may be agreed between Pires and
Tern). The Scheme will only become Effective once a copy of the
Court Order is delivered to the Registrar of Companies.
Upon the Scheme becoming Effective, it will be binding on all
Pires Shareholders, irrespective of whether or not they attended or
voted at the Pires Meetings and the New Tern Shares will be
allotted and issued by Tern to Scheme Shareholders no later than 14
days after the Effective Date.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable, and will specify the action to be taken
by Scheme Shareholders.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange and AIM.
18. Indicative Timing
The timing of implementation of the Acquisition will be
dependent upon a number of factors including availability of the
Court. However, subject to these factors, it is expected that the
Scheme will become Effective in the third quarter of 2022.
19. Dividends
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable in respect of
Pires Shares on or after the date of this announcement and prior to
the Acquisition becoming effective, Tern will have the right to
reduce the value of the consideration payable for each Pires Share
by up to the amount per Pires Share of such dividend, distribution
or return of value.
20. General
Tern reserves the right to elect to implement the Acquisition by
way of an Offer for the entire issued and to be issued share
capital of Pires not already held by Tern as an alternative to the
Scheme in the following circumstances:
(i) if Pires consents;
(ii) if the Pires Directors withdraw or modify their unanimous
and unconditional recommendation of the Acquisition to Pires
Shareholders; or
(iii) if a third party announces a firm intention to make an
offer for the entire issued and to be issued share capital of Pires
which is recommended in whole or in part by the Pires Directors,
subject in each case to the Panel's consent. In such an event an
Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendments referred to in Part C of
Appendix 1 to this Announcement.
If the Acquisition is effected by way of an Offer and such Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Tern intends to:
(i) request the London Stock Exchange to cancel trading in Pires Shares on AIM; and
(ii) exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act to acquire compulsorily the remaining
Pires Shares in respect of which the Offer has not been
accepted.
Allenby and Cairn have given and not withdrawn their written
consent to the issue of this Announcement with references to their
names in the forms and contexts in which they appear.
IMPORTANT NOTICES
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and
broker exclusively for Tern and no one else in connection with the
Acquisition and this Announcement and will not be responsible to
anyone other than Tern for providing the protections afforded to
clients of Allenby Capital or for providing advice in relation to
the Acquisition the content of this Announcement or any matter
referred to herein. Allenby Capital Limited's responsibilities as
Tern's Nominated Adviser under the AIM Rules for Companies and AIM
Rules for Nominated Advisers are owed solely to London Stock
Exchange and no other person. Allenby Capital Limited has not
authorised and is not making any representation or warranty,
express or implied, as to the contents of this Announcement.
Cairn, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and Rule 3 adviser exclusively for
Pires and no one else in connection with the Acquisition and the
matters set out in this Announcement and will not be responsible to
any person other than Pires for providing the protections afforded
to clients of Cairn, nor for providing advice in relation to the
Acquisition , the content of this Announcement or any matter
referred to herein. Cairn's responsibilities as Pires' Nominated
Adviser under the AIM Rules for Companies and AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange and no
other person. Cairn has not authorised and is not making any
representation or warranty, express or implied, as to the contents
of this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Tern or Pires pursuant to the Acquisition in any
jurisdiction in contravention of applicable laws. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be
implemented by means of an Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in favour of the Scheme. Any decision in
respect of, or other response to, the Scheme should be made on the
basis of the information contained in the Scheme Document.
Allenby Capital and Cairn urge Pires Shareholders to read the
Scheme Document carefully when it becomes available because it will
contain important information in relation to the Acquisition, the
New Tern Shares and the Enlarged Group, and to take appropriate
advice. Any action in relation to the Acquisition or related
matters should be made only on the basis of the information
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. on the 10(th) Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. on the 10(th) Business Day following the
announcement in which any securities exchange offeror is first
identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in one per cent. or more of
any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company; and (ii)
any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. on the Business Day following the date of
the relevant dealing. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Information relating to Pires Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Pires Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Pires may be provided to Tern during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c).
Overseas jurisdictions
Further details for Pires Shareholders who are resident in,
ordinarily resident in, or citizens of jurisdictions outside the UK
(including guidance for US shareholders) will be set out in the
Scheme Document.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Pires and Tern contain
certain forward-looking statements, beliefs or opinions with
respect to the financial condition, results of operations and
business of the Wider Pires Group and the Tern Group. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts.
Forward-looking statements may often, but not always, be
identified by the use of forward-looking terms such as "may",
"will", "expects", "believes", "hopes", "anticipates", "aims",
"plans", "estimates", "projects", "targets", "intends",
"forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable",
"trend", "seeks" or variations of such words and phrases or
statements that certain actions, events or results "could",
"should", "would" or "might" be taken, occur or be achieved or the
negative of such terms or other variations on such terms or
comparable terminology.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These
statements are based on assumptions and assessments made by Pires
and/or Tern, as the case may be, in light of their experience and
their perception of historical trends, current conditions, future
developments and other factors that they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors that
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements are unknown.
Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the
statements were made, no assurance is given by Pires and/or Tern
that such expectations or the assumptions and assessments
underlying them will prove to have been correct and the
circumstances may change. You are, therefore, cautioned not to
place undue reliance on these forward-looking statements. Neither
Pires nor Tern assumes any obligation, and Pires and Tern disclaim
any intention or obligation, to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law or regulation.
Save as specifically stated in this Announcement, any such
forward-looking statements have not been reviewed by the auditors
of Pires or Tern or their respective financial advisers. Such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. There are many factors which
could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from
those described in the forward-looking statements is the
satisfaction of any conditions to the Offer, as well as additional
factors such as changes in global, political, economic, business,
competitive, market and regulatory forces (including as a result of
governmental, business or individual responses to the COVID-19
pandemic and any variant thereof), future exchange and interest
rates, changes in tax rates and future business combinations or
dispositions. Such forward looking statements should, therefore, be
construed in the light of such factors. Neither Pires nor Tern, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
No Profit Forecasts or Estimates
No statement in this Announcement (including any statement of
estimated synergies) is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend
per share for Tern, Pires or the Enlarged Group, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Tern, Pires or the Enlarged Group, as
appropriate.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 information disclosures
In accordance with Rule 2.9 of the Code:
Tern confirms that, as at the date of this Announcement, it has
352,014,701 ordinary shares of nominal value 0.02 pence each in
issue with ISIN GB00BFPMV798. Tern does not hold any securities
(including Tern Shares) in treasury.
Pires confirms that, as at the date of this Announcement, it has
160,745,209 ordinary shares of nominal value 0.25 pence each in
issue with ISIN GB00BD07SH45. Pires does not hold any securities
(including Pires Shares) in treasury.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Acquisition will,
subject to certain restrictions, be available for inspection on
Tern's website at https://www.ternplc.com and on Pires' website at
https://piresinvestments.com no later than 12.00 p.m. on the
business day following this Announcement. The contents of the
websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form by contacting Allenby Capital on +44 (0)20 3328 5656 or in
writing to Sarah Payne at Tern plc, Gridiron, One Pancras Square,
London N1C 4AG, United Kingdom. A person may also request that all
future documents, announcements and information to be sent to that
person in relation to the Acquisition should be in hard copy form.
For persons who receive a copy of this Announcement in electronic
form or by way of a website notification, a hard copy of this
Announcement and any information incorporated into it by reference
to another source in hard copy form will not be sent to persons so
entitled unless so requested.
APPIX 1
CONDITIONS TO AND FURTHER TERMS OF THE ACQUISITION
PART A - CONDITIONS TO THE ACQUISITION
The Acquisition is conditional upon the Scheme becoming
unconditional and becoming effective, subject to the provisions of
the Code, by no later than the Long Stop Date, or such later date
(if any) as Tern and Pires may agree, with the consent of the
Panel, and the Court may allow.
Scheme approval
The Scheme is conditional upon:
1 its approval by a majority in number of the Scheme
Shareholders representing not less than 75 per cent. in value of
the Scheme Shares held by such Scheme Shareholders present and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of any such meeting on or before the 22(nd) day
after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date, if any, as Tern and Pires may
agree and, if required, the Court and the Panel may allow);
2 all resolutions necessary to approve and implement the Scheme
being duly passed by the requisite majority or majorities of Pires
Shareholders at the General Meeting or at any adjournment of that
meeting held on or before the 22(nd) day after the expected date of
the General Meeting to be set out in the Scheme Document (or such
later date, if any, as Tern and Pires may agree and, if required,
the Court and the Panel may allow);
3 the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to Tern and
Pires) by the Court on or before the 22(nd) day after the expected
date of the Court Hearing to be set out in the Scheme Document (or
such later date, if any, as Tern and Pires may agree and, if
required, the Court and the Panel may allow); and
4 the delivery of a copy of the Court Order to the Registrar of Companies.
Other conditions
In addition, subject to Part B below and to the requirements of
the Panel, Tern and Pires have agreed that the Acquisition will be
conditional upon the following conditions and, accordingly, the
necessary actions to make the Scheme effective will not be taken
unless the following Conditions (as amended if appropriate) have
been satisfied or, where relevant, waived:
Tern Shareholder approval
5 an ordinary resolution relating to Tern Directors' authority
to issue shares being proposed at the Tern General Meeting and
passed (without amendment);
Admission of the New Tern Shares
6 the New Tern Shares being admitted to trading on AIM;
Noti cations, waiting periods and authorisations
7 all necessary noti cations, lings and applications having been
made in connection with the Acquisition, all regulatory and
statutory obligations in any relevant jurisdiction reasonably
deemed necessary by Tern having been complied with in connection
with the Acquisition, all necessary waiting and other time periods
(including any extensions of such waiting and other time periods)
under any applicable legislation or regulations of any relevant
jurisdiction reasonably deemed necessary by Tern having expired,
lapsed or been terminated in each case in respect of the
Acquisition and all necessary Authorisations having been obtained
in terms and in a form reasonably satisfactory to Tern from
appropriate third parties in connection with the Acquisition or the
proposed acquisition of any shares or other securities in, or
control or management of, Pires or any other member of the Wider
Pires Group by any member of the Tern Group or the carrying on by
any member of the Wider Pires Group of its business and there being
no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations, in each case
in any way that would be materially adverse to the Wider Pires
Group;
Other third party clearances
8 no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, scal or investigative body, court,
trade agency, association, institution, employee representative
body or any other equivalent or analogous body or person in any
jurisdiction (each a "Third Party") having given notice of a
decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having enacted, made or
proposed to enact or make any statute, regulation, decision, order
or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order, or having taken any other
steps which would, in each case, reasonably be expected to:
(a) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Tern Group or by any member of the Wider Pires
Group of all or any part of their respective businesses, assets or
properties or impose any material limitation on the ability of any
of them to conduct their respective businesses (or any of them) or
to own any of their respective assets or properties or any part
thereof, which, in any such case, is material in the context of the
Tern Group or the Wider Pires Group, in either case taken as a
whole;
(b) require, prevent or materially delay or materially alter the
terms envisaged for, any divestiture by any member of the Tern
Group of any shares, other securities or other interests in Pires
or any member of the Wider Pires Group;
(c) except pursuant to Chapter 3 of Part 28 of the Companies Act
in the context of the Acquisition, require any member of the Tern
Group or of the Wider Pires Group to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) or
interest in any member of the Wider Pires Group owned by any Third
Party;
(d) except as Disclosed, require any member of the Wider Pires
Group to repay any indebtedness of any member of the Wider Pires
Group (other than in implementation of the Acquisition as agreed
between Tern and Pires);
(e) impose any material limitation on, or result in any material
delay in, the ability of any member of the Tern Group directly or
indirectly to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect
of shares or loans or securities convertible into shares or any
other securities (or the equivalent) in any member of the Wider
Pires Group or the Tern Group or to exercise management control
over any such member;
(f) otherwise adversely affect the business, assets,
liabilities, trading position, value, pro ts, operational
performance, or prospects of any member of the Tern Group or of any
member of the Wider Pires Group in a manner which is material in
the context of the Tern Group or the Wider Pires Group in either
case taken as a whole;
(g) make the Acquisition or implementation of the Acquisition by
Tern or any member of the Tern Group of any shares or other
securities in, or control of, Pires void, voidable, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, prevent,
delay or otherwise interfere with the same, or impose material
additional conditions or obligations with respect thereto, or
otherwise challenge or interfere or require material amendment to
the terms of the Acquisition or the proposed acquisition of any
shares or other securities in, or control or management of, Pires
by any of the Tern Group;
(h) impose any limitation on, or result in any delay in, the
ability of any member of the Tern Group or the Wider Pires Group to
conduct, integrate or co-ordinate its business, or any part of it,
with the businesses of any other members of the Tern Group and/or
the Wider Pires Group in each case in a manner which is adverse to
and material in the context of the Tern Group or the Wider Pires
Group in each case taken as a whole; or
(i) result in any member of the Wider Pires Group ceasing to be
able to carry on business under any name under which it presently
does so to an extent which is material in the context of the Wider
Pires Group taken as a whole, and all applicable waiting and other
time periods (including extensions thereof) during which any such
Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or proposed Acquisition of any Pires Shares or other
securities in, or control or management of, Pires, Tern or
otherwise having expired, lapsed or been terminated;
9 all Authorisations necessary or appropriate for any member of
the Wider Pires Group to carry on its business remaining in full
force and effect at the time at which the Scheme becomes Effective
or otherwise wholly unconditional (where the absence of such would
be material and adverse in the context of the Wider Pires Group)
and no intimation of any intention to revoke, suspend, materially
restrict or materially modify or not to renew any of the same
having been made;
10 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order
issued and being in effect by a court or other Third Party which
has the effect of making the Acquisition or any proposed
acquisition of any shares or other securities in, or control or
management of, any member of the Wider Pires Group by any member of
the Tern Group, or the implementation of either of them, void,
voidable, illegal and/ or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly
prohibiting, preventing, restraining, restricting, delaying or
otherwise interfering with the completion or the approval of the
Acquisition or any matter arising from the proposed acquisition of
any shares or other securities in, or in control of, any member of
the Wider Pires Group by any member of the Tern Group;
Frustrating action
11 except with the consent or the agreement of Tern, no
resolution of Pires Shareholders in relation to any offer or
disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of Pires Shareholders other than in
relation to the Acquisition and, other than with the consent or the
agreement of Tern, no member of the Wider Pires Group having taken
(or agreed or proposed to take) any action that requires, or would
require, the consent of the Panel or the approval of Pires
Shareholders in accordance with, or as contemplated by, Rule 21.1
of the Code;
Certain matters arising as a result of any arrangement or
agreement
12 except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Pires Group is a party
or by or to which any such member or any of its assets is or may be
bound, entitled or subject, or any event or circumstance which, as
a consequence of the Acquisition or any proposed offer by any
member of the Tern Group of any shares or other securities (or the
equivalent) in Pires or because of a change in the control or
management of any member of the Wider Pires Group or otherwise,
would or might reasonably be expected to result in (in each case to
an extent or in a manner which is material and adverse in the
context of the Wider Pires Group or the Tern Group, in either case
taken as a whole, or in the context of the Acquisition):
(a) any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to
any member of the Wider Pires Group, being or becoming repayable or
capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability
of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(b) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any member of the Wider Pires Group thereunder being, or becoming
capable of being, terminated or adversely modi ed or adversely
affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
(c) any asset owned or used by, or interests in, any member of
the Wider Pires Group being disposed of or charged or ceasing to be
available to any member of the Wider Pires Group or any right
arising under which any such asset or interest could be required to
be disposed of or charged or cease to be available to any member of
the Wider Pires Group otherwise than in the ordinary and normal
course of business;
(d) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interest of any member of the Wider Pires Group
or any such mortgage, charge or other security (whenever created,
arising or having arisen) becoming enforceable;
(e) the rights, liabilities, obligations, interests or business
of any member of the Wider Pires Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or
business of any member of the Wider Pires Group in or with any
other person or body or rm or company (or any arrangement relating
to any such interests or business) being or becoming capable of
being terminated, or adversely modi ed or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
(f) the value of any member of the Wider Pires Group or its
business, assets, value, nancial or trading position, pro ts,
operational performance or prospects being prejudiced or adversely
affected;
(g) any member of the Wider Pires Group ceasing to be able to
carry on business under any name under which it presently does
so;
(h) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Pires Group (including any
tax liability or any obligation to obtain or acquire any material
authorisation, notice, waiver, concession, agreement or exemption
from any Third Party or any person which would be material in the
context of the Wider Pires Group);
(i) except as Disclosed, any liability of any member of the
Wider Pires Group to make any severance, termination, bonus or
other payment to any of its directors or other of cers; or
(j) any requirement on any member of the Wider Pires Group to
acquire, subscribe, pay up or repay any shares or other securities
in another corporate entity (other than in respect of another
member of the Wider Pires Group),
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Pires Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, would or is reasonably likely to result in any of the
events or circumstances as are referred to in sub-paragraphs (a) to
(j) of this Condition to an extent which is or which would be
material in the context of the Wider Pires Group taken as a
whole;
Certain events occurring since 31 December 2021
13 except as Disclosed, no member of the Wider Pires Group having, since 31 December 2021:
(a) save as between Pires and wholly-owned subsidiaries of Pires
or for Pires Shares issued under or pursuant to the exercise of
existing options over Pires Shares, issued, agreed to issue,
authorised or proposed the issue of additional shares of any class
or agreed to transfer or sell or authorised or proposed the
transfer or sale of Pires Shares out of treasury;
(b) save as between Pires and wholly-owned subsidiaries of Pires
or for the grant of options over Pires Shares, issued or agreed to
issue, authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible
securities;
(c) other than to another member of the Pires Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(d) other than pursuant to the Acquisition or transactions in
the ordinary and normal course of business, merged or demerged with
any body corporate, partnership or business or acquired or disposed
of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any
asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger,
demerger, offer or disposal, transfer, mortgage, charge or security
interest, in any such case to an extent which is material in the
context of the Wider Pires Group taken as a whole;
(e) save as between Pires and wholly-owned subsidiaries of
Pires, made or authorised or proposed or announced an intention to
propose any change in its loan capital, in each case to the extent
to which is material in the context of the Wider Pires Group taken
as a whole;
(f) save as between Pires and wholly-owned subsidiaries of Pires
and for transactions in the ordinary and normal course of business,
issued, authorised or proposed the issue of any debentures,
incurred or increased any indebtedness or become subject to any
guarantee or actual or contingent liability;
(g) disposed of, or transferred, mortgaged or created any
security interest over any material asset or any right, title or
interest in any material asset or authorised, proposed or announced
any intention to do so;
(h) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraphs (a) or (b) above, made any other change to any part
of its share capital;
(i) implemented, or authorised, proposed or announced its
intention to implement, any joint venture, asset or pro t sharing
arrangement, partnership, composition, assignment, reconstruction,
merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business or in respect of the Acquisition;
(j) sold or transferred or agreed to sell or transfer any Pires
Shares held by Pires as treasury shares except for the issue or
transfer out of treasury of Pires Shares on the exercise of
employee share options;
(k) save as Disclosed, entered into, varied, authorised or
proposed entry into or variation of the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract, commitment, arrangement or service agreement with
any director or senior executive of any member of the Wider Pires
Group;
(l) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or could reasonably be
expected to be materially restrictive on the businesses of any
member of the Wider Pires Group or the Tern Group;
(m) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it for its
winding-up (voluntary or otherwise), dissolution or reorganisation
or in relation to payments, a moratorium of any indebtedness, or
for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar of cer of all or any
part of its assets or revenues or any analogous or equivalent steps
or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed, and in
each such case, to the extent which is material in the context of
the Wider Pires Group taken as a whole;
(n) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(o) waived, compromised or settled any claim otherwise than in
the ordinary course of business and, in any case, which is material
in the context of the Wider Pires Group taken as a whole;
(p) except in relation to changes made or agreed as a result of
being required as a result of changes to legislation, having made
or agreed or consented to any material change to:
(i) the terms of the trust deeds, rules, policy or other
governing documents constituting the pension schemes or other
retirement or death bene t arrangement established by any member of
the Wider Pires Group for its directors, former directors,
employees, former employees or each of their respective
dependents;
(ii) the contributions payable to any such scheme(s) or to the
bene ts which accrue or to the pensions which are payable
thereunder;
(iii) the basis on which quali cation for, or accrual or
entitlement to, such bene ts or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made;
(q) carried out any act:
(i) which would or could reasonably be expected to lead to the
commencement of the winding up of any pension plan;
(ii) which would or might create a material debt owed by an employer to any pension plan;
(iii) which would or might accelerate any obligation on any
employer to fund or pay additional contributions to any pension
plan;
(iv) which would or might give rise indirectly or directly to a
liability in respect of a pension plan; or
(v) to change the trustee or trustee directors or other duciary of the relevant pension plans;
(r) save as agreed by the Panel (if required) and by Tern,
proposed, agreed to provide or modi ed the terms of any share
option scheme or incentive scheme or other bene t constituting a
material change relating to the employment or termination of
employment of a material category of person employed by the Wider
Pires Group or which constitutes a material change to the terms or
conditions of employment of any senior employee of the Wider Pires
Group;
(s) made any material alteration to its constitutional documents
(other than an alteration required in connection with the
Acquisition);
(t) except in the ordinary and normal course of business,
terminated or varied the terms of any agreement or arrangement
between any member of the Wider Pires Group and any other person in
a manner which would or is reasonably likely to have a material
adverse effect on the nancial position of the Wider Pires Group
taken as a whole; or
(u) otherwise than in the ordinary course of business, entered
into any contract, commitment, arrangement or agreement, or passed
any resolution or made any offer (which remains open for
acceptance) with respect to, or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
No adverse change, litigation, regulatory enquiry or similar
14 except as Disclosed, since 31 December 2021
(a) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change or deterioration in the business, assets, value,
liabilities, nancial or trading position, operational performance
or pro ts or prospects of any member of the Wider Pires Group which
is material in the context of the Wider Pires Group taken as a
whole;
(b) (other than as a result of or in connection with the
Acquisition) no litigation, arbitration proceedings, prosecution or
other legal proceedings including, without limitation, with regard
to intellectual property rights used or owned by the Wider Pires
Group having been threatened, announced or instituted by or against
or remaining outstanding against any member of the Wider Pires
Group or to which any member of the Wider Pires Group is or may
become a party (whether as a claimant, defendant or otherwise)
which is material in the context of the Wider Pires Group taken as
a whole;
(c) no enquiry, review, investigation or enforcement proceedings
by, or complaint or reference to, any Third Party against or in
respect of any member of the Wider Pires Group having been
instituted, announced, implemented or threatened by or against or
remaining outstanding against or in respect of any member of the
Wider Pires Group, which, in each case might reasonably be expected
to have an adverse effect on such member to an extent which is
material, in the context of the Wider Pires Group taken as a whole
or in the context of the Acquisition;
(d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modi cation of any licence or permit held by any
member of the Wider Pires Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modi cation of which would have, or would reasonably
be expected to have a material and adverse effect on the Wider
Pires Group taken as a whole;
(e) no contingent or other liability having arisen, increased or
become apparent to Pires (other than in the ordinary course of
business) which is reasonably likely to affect adversely the
business, assets, nancial or trading position or pro ts or
prospects or operational performance of any member of the Wider
Pires Group; in each case to an extent which is material in the
context of the Wider Pires Group taken as whole or in the context
of the Acquisition; and
(f) no member of the Wider Pires Group having conducted its
business in breach of any applicable laws and regulations and which
is material in the context of the Wider Pires Group as a whole or
material in the context of the Acquisition.
No discovery of certain matters regarding information,
liabilities and environmental issues
15 except as Disclosed, Tern not having discovered:
(a) that any nancial, business or other information concerning
the Wider Pires Group as contained in the information publicly
disclosed at the time by or on behalf of any member of the Wider
Pires Group and delivered by or on behalf of Pires through a RIS or
other public announcement prior to the date of this Announcement is
misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not
misleading;
(b) that any member of the Wider Pires Group is subject to any
liability (contingent or otherwise) and which is material in the
context of the Wider Pires Group taken as a whole; or
(c) any information which affects the import of any information
disclosed at any time prior to this Announcement by or on behalf of
any member of the Wider Pires Group and which is material in the
context of the Wider Pires Group taken as a whole;
Anti-bribery, anti-corruption, proceeds of crime and
sanctions
16 except as Disclosed, Tern not having discovered that:
(a) any past or present member, director, of cer or employee,
agent, consultant or designated representative of the Wider Pires
Group or any person that performs or has performed services for or
on behalf of the Wider Pires Group is or has at any time engaged in
any or has paid or agreed to pay any bribe including any
"inducement fee", given or agreed to give any similar gift or bene
t or paid or agreed to pay to a concealed bank account or fund to
or for the account of, any customer, supplier, governmental of cial
or employee, representative of a political party, or other person
for the purpose of obtaining or retaining business or otherwise
engaged in any activity, practice, conduct or any such things (or
omitted to do such things) in contravention of the Bribery Act
2010, as amended, or the US Foreign Corrupt Practices Act 1977, as
amended or any other anti-corruption legislation applicable to the
Wider Pires Group;
(b) any asset of any member of the Wider Pires Group constitutes
criminal property as de ned by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that de nition)
or proceeds of crime under any other applicable law, rule or
regulation concerning money laundering or proceeds of crime or any
member of the Wider Pires Group is found to have engaged in
activities constituting money laundering under any applicable law,
rule or regulation concerning money laundering;
(c) any past or present member, director, of cer or employee,
agent, consultant or designated representative of the Wider Pires
Group has engaged in any activity or business with, or made any
investments in, or made any payments, funds or assets available to,
or received any funds or assets from: (i) any government, entity or
individual in respect of which US, UK or European Union persons, or
persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European
Union laws or regulations, including the economic sanctions
administered by the United States Of ce of Foreign Assets Control
or HMRC; or (ii) any government, entity or individual named by any
of the economic sanctions of the United Nations, the United States,
the UK or the European Union or any of their respective member
states;
(d) a member of the Wider Pires Group has engaged in any
transaction which would cause the Tern Group to be in breach of any
law or regulation upon its Acquisition of Pires, including the
economic sanctions of the United States Of ce of Foreign Assets
Control, or HMRC, or any government, entity or individual targeted
by any of the economic sanctions of the United Nations, the United
States, the UK, the European Union or any of its member states;
or
(e) any past (whilst in the employment of the Wider Pires Group)
or present member, director, officer or employee of the Wider Pires
Group, or any other person for whom any such person may be liable
or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules or regulations;
(ii) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules or regulation or any applicable export
controls. Including but not limited to the Export Administration
Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations
administered and enforced by the U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but
not limited to any law, rule, or regulation concerning false
imprisonment, torture or other cruel and unusual punishment, or
child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental
instrumentality, or international organization or found to have
violated any applicable law, rule or regulation concerning
government contracting or public procurement.
PART B - WAIVER AND INVOCATION OF THE CONDITIONS
Tern reserves the right to waive, in whole or in part, all or
any of the Conditions, except for Conditions 1 to 6, which cannot
be waived. The Acquisition will be subject to the satisfaction (or
waiver, if permitted) of the Conditions and to the further terms
set out in this Announcement.
The Acquisition shall lapse unless all of the Conditions have
been ful lled or, where permitted, waived or, where appropriate,
have been determined by Tern to be or remain satis ed, by no later
than 11.59 p.m. on the date immediately preceding the date of the
Court Hearing, failing which the Acquisition will lapse.
Under Rule 13.6 of the Code, Pires may not invoke, or cause or
permit Tern to invoke, any condition to the Acquisition unless the
circumstances which give rise to the right to invoke the condition
are of material significance to the shareholders of Pires in the
context of the Acquisition.
Under Rule 13.5(a) of the Code, Tern may not invoke a Condition
to the Acquisition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn without the consent of the Panel. The
Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of
material signi cance to Tern in the context of the Acquisition.
The Scheme approval Conditions (conditions 1 to 4), Tern
Shareholder Approval (condition 5) and Admission of the New Tern
Shares (condition 6) are not subject to Rule 13.5(a) of the Code.
All other Conditions are subject to Rule 13.5(a) of the Code and
any Condition that is subject to Rule 13.5(a) may be waived by
Tern.
If Tern is required by the Panel to make an offer or offers for
Pires Shares under the provisions of Rule 9 of the Code, Tern may
make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
PART C - IMPLEMENTATION BY WAY OF AN OFFER
Tern reserves the right, with the consent of the Panel and
Pires, or, in certain circumstances, without the consent of Pires,
to implement the Acquisition by way of a takeover offer (as defined
in Part 28 of the Companies Act). In such event, such Offer will be
implemented on the same terms, so far as applicable, as those which
would apply to the Scheme, subject to appropriate amendments,
including (without limitation and subject to the consent of the
Panel) an acceptance condition that is set at 90 per cent. (or such
lesser percentage, as Tern and Pires may decide after, to the
extent necessary, consultation with the Panel, being in any case
more than 50 per cent.) of the Pires Shares: (i) in nominal value
of the shares to which such Offer relates; and (ii) of the voting
rights attached to those shares, and that is subject to Tern and/or
(with the consent of the Panel) any of its wholly-owned
subsidiaries having acquired or agreed to acquire, whether pursuant
to the Offer or otherwise, Pires Shares carrying more than 50 per
cent. of the voting rights normally exercisable at a general
meeting of Pires, including, for this purpose, any such voting
rights attaching to Pires Shares that are unconditionally allotted
or issued before the takeover offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise.
The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
PART D - FURTHER TERMS OF THE ACQUISITION
1. General
(a) Pires Shares will be acquired by Tern fully paid and free
from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and any other rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching
thereto, including without limitation voting rights and the right
to receive and retain in full all dividends and other distributions
(if any) declared, made or paid, or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made or paid, on or after the Scheme becomes
Effective.
(b) The Acquisition will be governed by English law and be
subject to the jurisdiction of the English courts and to the
conditions and further terms set out in this Announcement and in
the Scheme Document (or Offer Document as the case may be). The
Acquisition will comply with the applicable rules and regulations
of the London Stock Exchange and the Code. This Announcement does
not constitute, or form part of, an offer or invitation to purchase
Pires Shares, Tern Shares or any other securities.
(c) Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
(d) If Tern is required by the Panel to make an offer for Pires
Shares under the provisions of Rule 9 of the Code, Tern may make
such alterations to any of the above Conditions as are necessary to
comply with the provisions of that Rule.
(e) Fractions of New Tern Shares will not be allotted or issued
to persons accepting the Scheme; fractional entitlements will be
rounded up to the nearest whole New Tern Share.
(f) The offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any
facility of a national securities exchange of, any Restricted
Jurisdiction and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within
any Restricted Jurisdiction.
(g) The New Tern Shares to be issued pursuant to the Acquisition
have not been and will not be registered under the US Securities
Act of 1933 (as amended) nor under any of the relevant securities
laws of any Restricted Jurisdiction. Accordingly, the New Tern
Shares may not be offered, sold or delivered, directly or
indirectly, into any Restricted Jurisdiction, except pursuant to
exemptions from applicable requirements of any such
jurisdiction.
(h) Any reference in this Appendix 1 to any law or regulation of
any jurisdiction includes: (i) any subordinate legislation or
regulation made under it; (ii) any law or regulation which it has
amended, supplemented or replaced; and (iii) any law or regulation
amending, supplementing or replacing it (whether before or after
the date of this Announcement).
(i) The Acquisition is subject to applicable requirements of the
London Stock Exchange and the Code. In the event of any con ict or
inconsistency between the terms and conditions of the Acquisition
and the Code, the provisions of the Code shall prevail, and Tern
reserves the right to (and shall if required by the Panel) make
such alterations, additions or modi cations to the terms and
conditions of the Acquisition so that any such con ict or
inconsistency is removed.
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. Unless otherwise stated:
a. financial information relating to the Tern Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts of the Tern Group for the financial year
ended 31 December 2021; and
b. financial information relating to the Pires Group has been
extracted or derived (without any adjustment) from the audited
results of the Pires Group for the period ended 31 December 2020 or
from the unaudited interim results for the period to 30 June 2021,
released on 15 September 2021.
2. The Offer Value of each Pires Share is calculated:
a. by reference to the price of 15.5 pence per Tern Share, being
the Closing Price on the Last Practicable Date; and
b. by reference to the offer price of 8 pence per Pires Share;
c. using the Exchange Ratio (being 0.51613 New Tern Shares for every Pires Share held); and
d. on the basis of the fully diluted share capital of Pires referred to in paragraph 4 below.
3. The value of the Enlarged Group is calculated:
a. by reference to the 352,014,701 Tern Shares in issue as at
the Last Practicable Date and the price of 15.5 pence per Tern
Share, being the Closing Price on the Last Practicable Date;
b. by reference to the offer price of 8 pence per Pires Share;
c. using the Exchange Ratio (being 0.51613 New Tern Shares for every Pires Share held); and
d. on the basis of the fully diluted share capital of Pires referred to in paragraph 5 below.
4. As at the close of business on the Last Practicable Date,
Pires had in issue 160,745,209 Pires Shares and Tern had in issue
352,014,701 Tern Shares.
5. The fully diluted (issued and to be issued) share capital of
Pires (being 186,863,612 Pires Shares) is calculated on the basis
of:
a. 160,745,209 issued Pires Shares; and
b. the exercise of all of the 26,118,403 warrants currently held
over, in aggregate, 26,118,403 Pires Shares, being those warrants
that are exercisable at prices below the Offer Value.
6. Tern's Enlarged Share Capital figure of 448,460,436 comprises the aggregate of:
a. the 352,014,701 Tern Shares in issue as at the Last Practicable Date;
b. 82,965,269 New Tern Shares to be issued to the holders of the
issued Pires Shares using the Exchange Ratio; and
c. 13,480,466 New Tern Shares to be issued to holders of the
Pires Warrants using the Exchange Ratio (assuming that all of the
Pires Warrants are exercised and the Pires Shares issued to satisfy
the exercise of the Pires Warrants are acquired by Tern pursuant to
the Acquisition).
7. Unless otherwise stated, all prices and closing prices for
Pires Shares and Tern Shares are closing middle market quotations
derived from the AIM Appendix to the Daily Official List on that
day.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
RiverFort Global Opportunities plc has given irrevocable
undertakings in respect of its own beneficial holdings of Pires
Shares to vote in favour of the Scheme as set out below:
Name of Pires Shareholder Number of Pires Percentage of
Shares Pires issued
share capital
RiverFort Global Opportunities
plc 30,914,193 19.23
---------------- ---------------
Notes:
1. The Pires Shares referred to above are either held by such
Pires Shareholder directly or held through a nominee. Each such
Pires Shareholder has undertaken to vote itself, or to direct (and
to use all reasonable endeavours to procure) that the relevant
nominee votes in favour of the Scheme.
2. The percentages in the table above have been rounded to one decimal place.
3. The undertakings detailed in this Appendix 3 cease to be binding if:
a. Tern announces that it does not intend to proceed with the
Acquisition and no new, revised or replacement scheme or offer is
announced in accordance with Rule 2.7 of the Code at the same
time;
b. the Acquisition lapses or is withdrawn; or
c. the Acquisition has not become wholly unconditional by 11:59 p.m. on the Long Stop Date.
4. The undertakings detailed in this Appendix 3 will remain
binding in the event of a competing offer being made unless the
value of such competing offer is an improvement of more than 10 per
cent. of the value of the consideration under the Acquisition and
is not matched or bettered by Tern (where such competing offer has
been announced as a firm intention to make an offer in accordance
with Rule 2.7 of the Code) or if the Scheme Document is not
published within 28 days of the date of this Announcement or the
Acquisition lapses or is otherwise withdrawn.
APPIX 4
DEFINITIONS
1.1 The following de nitions apply throughout this Announcement
(with the exception of Appendix 1) unless the context requires
otherwise:
Acquisition the proposed acquisition of the entire issued
and to be issued share capital of Pires by
Tern, to be effected by the Scheme as described
in this Announcement (or by the Offer under
certain circumstances described in this Announcement)
acting in concert has the meaning ascribed to it in the Code
Admission the admission of the New Tern Shares to trading
on AIM
AIM the market of that name operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies published by
the London Stock Exchange (as amended from
time to time)
AIM Rules for Nominated the AIM Rules for Nominated Advisers published
Advisers by the London Stock Exchange (as amended
from time to time)
Allenby Capital Allenby Capital Limited, financial adviser,
nominated adviser and broker to Tern in connection
with the Acquisition
Announcement this announcement made pursuant to Rule 2.7
of the Code
Announcement Date 1 June 2022
associated undertaking has the meaning given in section 344(3) of
the Companies Act
Authorisations regulatory authorisations, orders, recognitions,
grants, consents, clearances, con rmations,
certi cates, licences, permissions or approvals
Board as the context requires, the Pires Board
or the Tern Board
Board of the Enlarged the Tern Board immediately following completion
Group of the Acquisition
Business Day any day (other than a Saturday, Sunday or
public holiday) during which banks in London
are open for business
Cairn Cairn Financial Advisers LLP, t he independent
nancial adviser to Pires for the purposes
of Rule 3 of the Code
Closing Price unless otherwise stated, the closing middle
market quotation derived from the AIM Appendix
to the Daily Of cial List
Code the City Code on Takeovers and Mergers issued
from time to time by the Panel
Companies Act the Companies Act 2006, as amended, modi
ed, consolidated, re-enacted or replaced
from time to time
Conditions the conditions to the implementation of the
Scheme which are set out in Part A of Appendix
1 to this Announcement
connected persons has the meaning given to it in sections 252
to 255 of the Companies Act
Court the High Court of Justice in England and
Wales
Court Hearing the hearing by the Court to sanction the
Scheme and, if such hearing is adjourned,
references to the commencement of any such
hearing shall mean the commencement of the
final adjournment thereof
Court Meeting the meeting (or any adjournment, postponement
or reconvention thereof) of the Scheme Shareholders
(or the relevant class or classes thereof)
to be convened by order of the Court pursuant
to section 896 of the Companies Act to consider
and, if thought fit, approve the Scheme (with
or without modification)
Court Order the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act
CREST the relevant system (as de ned in the Regulations)
in respect of which Euroclear is the Operator
(as de ned in the Regulations) for the paperless
settlement of trades in securities and the
holding of uncerti cated securities
Daily Of cial List the daily of cial list of the London Stock
Exchange
Dealing Disclosure has the meaning given to it in Rule 8 of
the Code
Disclosed the information fairly disclosed in sufficient
detail to enable a reasonably prudent investor
to identify the nature and scope of the fact,
matter or circumstance so disclosed by, or
on behalf of Pires:
(i) in its published annual report and accounts
for the nancial year ended 31 December 2020;
(ii) in its draft annual report and accounts
for the nancial year ended 31 December 2021;
(iii) in this Announcement;
(iv) in the documents in the online data
room made available to Tern and its advisers
in relation to the Acquisition;
(v) in any other public announcement made
by Pires in accordance with UK MAR, the AIM
Rules, and/or the DTRs before the Announcement
Date; or
(vi) as disclosed in writing before the Announcement
Date by or on behalf of Pires to Tern (or
its respective of cers, employees, agents
or advisers in their capacity as such)
DTRs Disclosure Guidance and Transparency Rules
of the FCA made in accordance with section
73A of FSMA, as amended or updated from time
to time
Effective in the context of the Acquisition:
(a) the Scheme having become effective pursuant
to its terms, upon the delivery of the Court
Order to the Registrar of Companies; or
(b) if the Acquisition is implemented by
way of an Offer, such Offer having been declared
and become unconditional in all respects
in accordance with the requirements of the
Code
Effective Date the date upon which:
(a) the Scheme becomes Effective; or
(b) if Tern elects and the Takeover Panel
consents to implement the Acquisition by
way of an Offer, the Offer becomes or is
declared unconditional in all respects
Enlarged Group the Tern Group as enlarged by the Acquisition
following the Scheme becoming Effective
Enlarged Share 448,460,436 Tern Shares, being the issued
Capital share capital of Tern upon the Scheme becoming
Effective in respect of all the issued and
to be issued Pires Shares, assuming that
all of the Pires Warrants are exercised and
the Pires Shares issued to satisfy the exercise
of the Pires Warrants are acquired by Tern
pursuant to the Acquisition
Euroclear Euroclear UK & International Limited, a company
incorporated in England and Wales with company
number 02878738, being the operator of CREST
Exchange Ratio 0.51613 New Tern Shares in exchange for every
Pires Share held
Excluded Shares any Pires Shares at the Scheme Record Time:
(a) of which Tern or any member of the Wider
Tern Group is the registered holder;
(b) which are beneficially owned by Tern
or any member of the Wider Tern Group;(c)
which Pires and Tern agree in writing will
not be subject to the Scheme; or
(d) held by Pires in treasury
FCA the UK Financial Conduct Authority, or its
successor from time to time
General Meeting the general meeting (or any adjournment,
postponement or reconvention thereof) of
Pires Shareholders to be convened in connection
with the Scheme
IoT Internet of Things
ISIN International Securities Identification Number
Last Practicable 31 May 2022, being the last practicable date
Date prior to the publication of this Announcement
London Stock Exchange London Stock Exchange Group plc
Long Stop Date 11.59 p.m. on 30 September 2022 or such other
date (if any) as Tern may, with the consent
of Pires or with the consent of the Panel,
specify
New SVV Fund has the meaning given in paragraph 7 of this
Announcement
New Tern Shares the new Tern Shares to be issued fully paid
to the Scheme Shareholders pursuant to the
Scheme
N on-Disclosure the mutual non-disclosure agreement entered
Agreement into by Tern and Pires on 20 April 2022,
as described in paragraph 14 of this Announcement
Offer should the Acquisition be implemented by
way of a takeover offer as defined in Chapter
3 of Part 28 of the Companies Act, the recommended
offer to be made by or on behalf of Tern
to acquire the entire issued and to be issued
ordinary share capital of Pires and, where
the context admits, any subsequent revision,
variation, extension or renewal of such offer
Offer Document should the Acquisition be implemented by
means of an Offer, the document to be sent
to Pires Shareholders which will contain,
among other things , the full terms and conditions
of the Offer
Offer Period the offer period (as de ned by the Code)
relating to Pires, which commenced on the
date of this Announcement and will end on
the earlier of the Effective Date or the
date on which the Offer lapses or is withdrawn
(or such other date that the Panel shall
decide)
Offer Value the value of the offer, being 8 pence per
Pires Share, to be satisfied by the issue
of 0.51613 New Tern Shares for every Pires
Share held
Opening Position has the meaning given to it in Rule 8 of
Disclosure the Code
Panel the Panel on Takeovers and Mergers
Pires Pires Investments plc (incorporated in England
and Wales under registered number 02929801
with its registered of ce at 9(th) Floor,
107 Cheapside, London EC2V 6DN, United Kingdom)
Pires Board the board of directors of Pires
Pires Directors the directors of Pires at the date of this
Announcement
Pires Group Pires and its subsidiaries and subsidiary
undertakings
Pires Meetings the Court Meeting and the General Meeting
Pires Share(s) ordinary shares with a nominal value of 0.25
pence each in the capital of Pires
Pires Shareholder(s) the registered holder(s) of Pires Shares
from time to time
Pires Warrants the 26,118,403 warrants over Pires Shares
which are outstanding at the date of this
Announcement
Registrar of Companies the Registrar of Companies in England and
Wales
Regulations the Uncerti cated Securities Regulations
2001 ( SI 2001 / 3755 ) (as amended)
Regulatory Information a primary information provider which has
Service or RIS been approved by the FCA to disseminate regulated
information
Resolution the ordinary resolution to be proposed by
Tern at the Tern General Meeting
Restricted Jurisdiction any jurisdiction where the relevant action
would constitute a violation of the relevant
laws and regulations of such jurisdiction
or would result in a requirement to comply
with any governmental or other consent or
any registration, ling or other formality
which Tern or Pires regards as unduly onerous
Scheme the proposed scheme of arrangement under
Part 26 of the Companies Act between Pires
and the Scheme Shareholders (the full terms
of which are set out in the Scheme Document),
with or subject to any modification, addition
or condition which Tern and Pires may agree,
and if required, the Court may approve or
impose
Scheme Document the document to be sent to (among others)
Pires Shareholders containing and setting
out, among other things, the full terms and
conditions of the Scheme and containing the
notices convening the Court Meeting and General
Meeting
Scheme Record Time the time and date specified in the Scheme
Document expected to be 6.00 p.m. on the
Business Day falling on the date of the Court
Hearing
Scheme Shareholder(s) Holder(s) of Scheme Shares
Scheme Shares the Pires Shares:
(a) in issue as at the date of the Scheme
Document;
(b) (if any) issued after the date of the
Scheme Document and prior to the Voting Record
Time; and
(c) (if any) issued at or after the Voting
Record Time but at or prior to the Scheme
Record Time, in respect of which the original
or any subsequent holders thereof will be
bound by the Scheme or in respect of which
the holders thereof shall have agreed in
writing to be so bound,
in each case, remaining in issue at the Scheme
Record Time but excluding any Excluded Shares
Substantial Interest in relation to an undertaking, a direct or
indirect interest of 20 per cent. or more
of (i) the total voting rights conferred
by the equity share capital (as de ned in
section 548 of the Companies Act) of such
undertaking or (ii) the relevant partnership
interest
SV Sure Ventures PLC, a listed vehicle that
aims to achieve a diversified exposure to
early stage technology companies, in which
Pires holds a direct 24.9 per cent. shareholding
SVV Sure Valley Ventures
Third Party has the meaning given in paragraph 8 of Part
A of Appendix 1 to this Announcement
Tern Tern plc (incorporated in England and Wales
under registered number 0 5131386 with its
registered of ce at Tern plc, 27/28 Eastcastle
Street, London W1W 8DH , United Kingdom)
Tern Board the board of directors of Tern
Tern Directors the directors of Tern from time to time and
Tern Director means any one of them
Tern General Meeting the meeting of Tern Shareholders to be convened
for the purposes of considering and, if thought
t, passing the Resolutions and any adjournment
thereof
Tern Group Tern and its subsidiaries and subsidiary
undertakings (as defined in the Companies
Act)
Tern Share(s) ordinary share(s) with a nominal value of
0.02 pence each in the capital of Tern
Tern Shareholders holders of Tern Shares from time to time
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
UK MAR Regulation (EU) No. 596/2014, which is part
of UK domestic law by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019
(SI 2019/310)
uncerti cated or recorded on the relevant register as being
in uncerti cated held in uncerti cated form in CREST and title
form to which may be transferred by means of CREST
US the United States of America
US Shareholder a Pires Shareholder whose acceptance of the
Offer will be subject to the US Securities
Act
US Securities Act the United States Securities Act of 1933,
as amended, and the rules and regulations
promulgated thereunder
Voting Record Time 6.00 p.m. on the day which is two Business
Days before the date of the Court Meeting
or, if the Court Meeting is adjourned, 6.00
p.m. on the day which is two Business Days
before the date set for the adjourned Court
Meeting
Wider Pires Group Pires and the subsidiaries and subsidiary
undertakings of Pires and associated undertakings
(including any body corporate, joint venture,
partnership, firm or company in which any
member of the Pires Group is interested or
any undertaking in which Pires and such undertakings
(aggregating their interests) have a Substantial
Interest)
1.2 In this Announcement, unless the contrary is otherwise indicated:
(a) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act;
(b) all times referred to are London, UK, time unless otherwise stated;
(c) references to the singular include the plural and vice versa
and words importing the masculine gender include the feminine or
neutral;
(d) all references to legislation are to English legislation; and
(e) any reference to a provision of any legislation shall
include any amendment, modi cation, re-enactment or extension.
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END
OFBDZGFKZMRGZZZ
(END) Dow Jones Newswires
June 01, 2022 02:01 ET (06:01 GMT)
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