Tern PLC Form 8 (OPD) (Tern plc) (7206O)
14 Junio 2022 - 1:00AM
UK Regulatory
TIDMTERN TIDMPIRI
RNS Number : 7206O
Tern PLC
14 June 2022
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Tern plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): n/a
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
-------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Tern plc
Use a separate form for each offeror/offeree
-------------
(d) Is the discloser the offeror or the offeree? OFFEROR
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(e) Date position held: 13 June 2022
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect NO
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
-------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares of 0.02p each in Tern plc
Interests Short positions
------------------------- ---------------------
Number % Number %
------------------ ----- --------------- ----
(1) Relevant securities owned and/or controlled: Nil Nil
------------------ ----- --------------- ----
(2) Cash-settled derivatives: Nil Nil
------------------ ----- --------------- ----
(3) Stock-settled derivatives (including options) and agreements to Nil Nil
purchase/sell:
------------------ ----- --------------- ----
Nil Nil
TOTAL:
------------------ ----- --------------- ----
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right Ordinary shares of 0.02p each in Tern plc
exists:
Details, including nature of the rights concerned and relevant Nil
percentages:
------------------------------------------
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
Beneficial holdings of the Directors of Tern plc (including their close relatives) in its
ordinary shares of 0.02p each
NAME Number of Ordinary % of voting share
shares held capital
Albert Sisto 10,416,666 2.95
------------------- ------------------
Bruce Leith(1) 8,857,233 2.51
------------------- ------------------
Ian Ritchie 1,010,333 0.28
------------------- ------------------
Sarah Payne 100,000 0.02
------------------- ------------------
Matthew Scherba(1) 716,666 0.20
------------------- ------------------
Alan Howarth 0 0.00
------------------- ------------------
TOTAL 21,100,898 5.99%
------------------- ------------------
(1) - Including shares beneficially owned by close relatives.
Beneficial holdings of the directors of Tern plc in rights to subscribe for shares in Tern
plc
NAME Number of share Exercise price Expiry Date
options held(2)
Albert Sisto 2,500,000 8.5p 18 May 2027
----------------- --------------- ------------
Bruce Leith 2,500,000 8.5p 18 May 2027
----------------- --------------- ------------
Sarah Payne 2,500,000 8.5p 18 May 2027
----------------- --------------- ------------
1 December
Matthew Scherba 2,500,000 9.15p 2029
----------------- --------------- ------------
22 February
Alan Howarth 250,000 13p 2023
----------------- --------------- ------------
TOTAL 10,250,000
------------------------------------------------
(2) - All share options have vested.
Interests held by connected advisers of Tern plc
NAME Number of Ordinary % of voting share
shares held capital
Allenby Capital
Limited 123,000 0.03%
------------------- ------------------
TOTAL 123,000 0.03%
------------------- ------------------
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 14 June 2022
Contact name: Sarah Payne
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Telephone number: +44 (0) 203 807 0222
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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