Tern Plc : Placing, Directors' dealings, shares...

17 September 2014

Tern Plc
("Tern" or the "Company")
(AIM: TERN)
    
Placing, Directors' dealings, shares in issue

The Board of the Company announces that it has raised a total of £200,000 via the issuance of new convertible loan stock to certain Directors of the Company, with a conversion price of 1.25 pence per share. The Company has raised a further £85,000 via a placing of 6,800,000 new ordinary shares of 0.02 pence per shares at a price of 1.25 pence per share with institutional and private investors. Additionally, certain existing Company Directors have agreed to the partial conversion of £48,000 of existing convertible loan stock into new ordinary shares in the Company, at a conversion price of 1.25 pence per share (£30,000) and 2.016 pence per share (£18,000).

The funds raised will enable Tern to complete the working capital investment into its recently acquired subsidiary, Cryptosoft Limited, as announced on 15 September 2014.

Angus Forrest, Chairman, Tern plc said:
"The acquisition of Cryptosoft Limited is a very exciting transaction for Tern, as the innovative technology has massive potential in the new hyper-growth market sectors of the internet of things ("IoT") and data security for mobile networks.  We believe there will be some interesting commercial developments before the end of this year. "

Further Details

The following Directors of the Company, Al Sisto, Angus Forrest, Bruce Leith and Michael Clark, are each subscribing for £50,000 each of a new Tern Convertible Loan Note (the 'CLN'), convertible at a price of 1.25 pence per ordinary share, and raising a total of £200,000 for the Company. The CLN is unquoted, is zero coupon, is unsecured, and has a maturity date of 1^st January 2016. As part of a further commitment to the future of the Company, Michael Clark and Angus Forrest have each agreed to additionally convert £9,012.80 of existing convertible loan notes into 447,063 new ordinary shares in the Company.

In addition, 6,800,000 shares of new ordinary shares in the Company have been placed with institutions and private investors at an issue price of 1.25 pence per ordinary share, raising £85,000

On 30 July 2014, Tern announced that Al Sisto, a Director of the Company, advanced £100,000 to the Company. Under the terms of this loan, some or all of this loan may be converted into new ordinary shares of the Company at the same price per share at which any new ordinary shares are issued by the Company pursuant to an equity fund raise. Therefore, Al Sisto is converting £30,000 of this loan into 2,400,000 new ordinary shares, equivalent to a conversion price of 1.25 pence per share.

The subscription by Company directors to the CLN, and the issuance of new ordinary shares in the Company pursuant to the conversion of existing loans, are related party transactions. The independent director, Laurence Read, having consulted with the Company's Nomad, consider the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

As a result of the above placing and conversion, Tern has issued a total of 10,094,127 new ordinary shares of 0.02 pence per shares at a price of 1.25 pence per share. Application has been made for the new ordinary  shares to be admitted to trading which is expected to occur on 22 September 2014.

As at the date of this announcement the issued share capital is 22,619,582 Ordinary Shares of 0.02p and each share is entitled to one vote.  The Company does not hold any shares in Treasury.  The above figure may be used by shareholders 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 and Transparency Rules.

The Directors' holdings following this announcement are as follows:
                                                            Number of                  
Shares                         %
Michael Clark                                      992,063                      4.4
Angus Forrest                                       992,063                      4.4
Bruce Leith                                          2,173,900                      9.6
Al Sisto                                                2,400,000                    10.6    
Directors Shareholding total:             6,558,026                    29.0

Enquiries:

Tern plc	Tel: [phone]
Angus Forrest
WH Ireland (NOMAD and Joint Broker)	Tel: [phone]
John Wakefield
Peterhouse Corporate Finance (Joint broker)	Tel: [phone]
Lucy Williams / Duncan Vasey
Redleaf Polhill	Tel: [phone]
Charlie Geller

About Tern:

Tern Plc acquires and invests in privately owned companies with self-owned IP, established products and customer bases. Its investment strategy is focused on taking an active role in its investee companies in order to improve the business model, accelerate growth, expand the business globally, and identify exit opportunities.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Tern Plc via Globenewswire

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