TERN Tern Plc

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

15 October 2024

Tern Plc

("Tern" or the "Company")

Placing to raise £625,000

Tern Plc (AIM:TERN), the investment company specialising in supporting high growth, early-stage, disruptive Internet of Things ("IoT") technology businesses, announces that it has raised £625,000, before expenses, through a placing of 50,000,000 new ordinary shares ("Ordinary Shares") of 0.02p each in the Company (the "Placing Shares") at a price of 1.25 pence per new Ordinary Share (the "Issue Price") (the "Placing"). The Placing is conditional upon the Placing Shares being admitted to trading on AIM ("Admission").

The Placing Shares will represent approximately 10.1 per cent. of the Company's enlarged issued share capital following the Placing.  The Issue Price represents a discount of approximately 41.9 per cent. to the mid-market closing price of 2.15 pence per Ordinary Share on 14 October 2024, being the latest practicable business day prior to the publication of this announcement, and is equal to the issue price of the recent open offer to Tern shareholders which closed for acceptances on 20 September 2024.

The net proceeds of the Placing are intended to be used to provide the Company with funds to invest further in one or more of Tern's portfolio companies and for general corporate purposes, including operating and legal expenses.  Further announcements will be made by the Company in due course as appropriate.

CMC Markets UK Plc trading as CMC CapX, acted as the Company's sole placing agent in respect of the Placing. 

Admission and Total Voting Rights

The Placing has been conducted utilising the Directors' existing authorities to issue new Ordinary Shares.  The Placing Shares will rank pari passu in all respects with the existing Ordinary Shares.  The Placing is conditional, inter alia, on: i) there being no breach of the obligations under the Placing Agreement entered into between CMC Markets and the Company prior to Admission; and ii) Admission.  Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence on or around 21 October 2024.

In accordance with the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules, the Company confirms that following Admission, the Company's enlarged issued ordinary share capital will comprise 494,223,831 Ordinary Shares. The Company does not hold any shares in Treasury.  Therefore, from Admission, the total number of voting rights in the Company will be 494,223,831 and from Admission this figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.

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