Disclosure under Rule 20.1

RNS Number : 8188P

Tern PLC

22 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.

FOR IMMEDIATE RELEASE

22 June 2022

Disclosure under Rule 20.1 in respect of

Recommended All-Share Offer

for

Pires Investments plc ( " Pires " )

by

Tern plc ( " Tern " )

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

On 1 June  2022 , it was announced that the Tern Directors and Pires Directors had 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 2006 (the "Acquisition")(the "2.7 Announcement").

Publication of presentation

In accordance with Rule 20.1 of the Code, the Tern Directors announce that a presentation on Tern and the rationale for the Acquisition has been posted to the Company's website, www.ternplc.com.

Words and expressions defined in the 2.7 Announcement shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

Tern plc Al Sisto, Chief Executive Officer Sarah Payne, Chief Financial Officer	via IFC Advisory
Allenby Capital Limited Financial Adviser, Nominated Adviser and Broker to Tern David Worlidge / Alex Brearley / Freddie Wooding (Corporate Finance) Matt Butlin (Sales and Corporate Broking)	[phone]
IFC Advisory PR advisers to Tern Tim Metcalfe / Graham Herring / Florence Chandler	[phone] [e-mail]

Important notices

Neither this announcement nor any of the documents referred to herein do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful, nor shall there be any sale of any securities in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement and/or any of the documents referred to herein (in whole or in part) in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

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.

This announcement does not constitute a prospectus or prospectus equivalent document.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 1% 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, 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. (London time) 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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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.

Publication on websites

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 www.ternplc.com and on Pires' website at www.piresinvestments.com no later than 12 noon (London time) 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.

Overseas jurisdictions

The release, publica ti on or distribu ti on of this announcement in or into jurisdic ti ons other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restric ti ons may cons ti tute a viola ti on of the securi ti es laws of such jurisdic ti on. To the fullest extent permi tt ed by applicable law, the companies and persons involved in the Acquisi ti on disclaim any responsibility or liability for the viola ti on of such restric ti ons by any person. Neither this announcement nor any of the documents referred to herein do or are intended to cons ti tute or form part of any offer or invita ti on to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securi ti es or the solicita ti on of any vote or approval pursuant to the Scheme or otherwise, in any jurisdic ti on in which such offer, invita ti on or solicita ti on is unlawful. The Scheme Document and the accompanying Forms of Proxy have been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code, and the informa ti on disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdic ti ons outside of England and Wales.

Unless otherwise determined by Tern or required by the Code, and permi tt ed by applicable law and regula ti on, the Acquisi ti on will not be made available, directly or indirectly, in, into or from a Restricted Jurisdic ti on where to do so would violate the laws in that jurisdic ti on and no person may vote in favour of the Acquisi ti on by any such use, means, instrumentality or form within a Restricted Jurisdic ti on or any other jurisdic ti on if to do so would cons ti tute a viola ti on of the laws of that jurisdic ti on. Accordingly, copies of the this announcement and all documents relating to the Acquisi ti on are not being, and must not be, directly or indirectly, mailed, transmi tt ed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdic ti on or any other jurisdic ti on where to do so would constitute a violation of the laws of that jurisdic ti on, and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdic ti on. Doing so may render invalid any related vote in respect of the Acquisi ti on.

The availability of the New Tern Shares under the Acquisi ti on to Pires Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdic ti ons in which they are resident (which may affect the ability of such Pires Shareholders to vote their Pires Shares with respect to the Scheme and the Acquisition at the Mee ti ngs, or to execute and deliver Forms of Proxy appoin ti ng another to vote at the Mee ti ngs on their behalf). The New Tern Shares may not be offered, sold or delivered, directly or indirectly in, into or from any Restricted Jurisdic ti on or to, or for the account or benefit of, any Restricted Persons except pursuant to an applicable exemp ti on from, or in a transac ti on not subject to, applicable securi ti es laws of those jurisdic ti ons, or otherwise permi tt ed under applicable securi ti es laws of those jurisdic ti ons.

 

END

 

 

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