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Tern Plc (TERN)

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Friday 11 August, 2017

Tern Plc

Statement re fundraising of approximately £...

Statement re fundraising of approximately £300,000

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

Tern plc

("Tern" or the "Company")

Fundraising of approximately £300,000

Tern plc (AIM:TERN), the investment company focused on the Internet of Things (IoT), is pleased to announce a fundraising of approximately £300,000 (before expenses) by the issue and allotment by the Company of approximately 4.5 million new ordinary shares of 0.02p each in the Company ("New Ordinary Shares") at an issue price of 6.6 pence per New Ordinary Share.  The fundraising comprises a company subscription organised by Whitman Howard (the "Subscription") in conjunction with a fully underwritten offer via PrimaryBid (the "Offer") (together the "Fundraising").

The Company is pleased to provide private and other investors the opportunity to participate in the Fundraising by applying exclusively through the PrimaryBid.com platform under the Offer.  PrimaryBid does not charge investors any commission for this service.

The Company will use the proceeds of the Fundraising to make a new investment in InVMA Limited, an established IoT implementation business. Should the InVMA investment not proceed, the Company intends to use the proceeds of the Fundraising allocated for the InVMA investment for other transactions consistent with its investment strategy.

Highlights

  • Fundraising at 6.6 pence per New Ordinary Share ("Issue Price") a discount of approximately 20 per cent to the closing mid-price per Ordinary Share on 11 August 2017 to raise an aggregate of approximately £300,000 (before expenses).
  • Net proceeds of the Fundraising will be applied towards the purchase of shares in InVMA Limited and working capital purposes.
  • The Company values its private investor base and is therefore opening the Fundraising to individual and institutional investors exclusively on PrimaryBid.com from 4.30 p.m. on 11 August 2017 to 5 p.m. on 13 August 2017. PrimaryBid Limited is acting as sole arranger for the Offer.
  • Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.  
  • Any investment request over £100,000 will first require the Company's consent.

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 (0)20 7491 6519. 

The Fundraising is expected to be completed and the results of it announced on 14 August 2017.

Al Sisto, Chief Executive Officer of Tern, commented:

"We are pleased with the support we have received from existing investors for the fundraising, and to have the opportunity to allow private shareholders to participate on the same terms as the institutions through PrimaryBid.

"The funds raised will allow us to make a new investment in InVMA, a company which specialises in IoT implementation for industrial plant and equipment and medical devices.  As was mentioned in the annual report we see enablement of the IoT ecosystem to be one of the significant new investment areas"

Enquiries

Tern Plc
Al Sisto/Sarah Payne
via Redleaf
 

WH Ireland
(NOMAD and joint broker)
Mike Coe/Ed Allsopp
 

Tel: 0117 945 3470
 

Whitman Howard
(Joint broker)
Nick Lovering/Francis North
 

Tel: 020 7659 1234
 

Redleaf Communications
David Ison/Elise Palmer
 

Tel: 020 7382 4730
  
PrimaryBid
Dave Mutton
Tel: 020 7491 6519
  

Introduction

The Company today announces a Fundraising of approximately £300,000 (before expenses) through the issue and allotment by the Company of an aggregate of approximately 4.5 million new ordinary shares of 0.02 pence each in the Company ("New Ordinary Shares") at a price of  6.6 pence per New Ordinary Share ("Issue Price").

The Company highly values its private investor base which has supported the Company alongside institutional investors over several years.  Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other interested investors the opportunity to participate in the Fundraising. The Company is therefore making the Offer exclusively through PrimaryBid.com.  

Private and other investors may participate in the Offer of New Ordinary Shares on a first come, first served basis, exclusively through PrimaryBid.com.

The Fundraising

Details of the Fundraising

The Company is raising a total of approximately £300,000, before expenses. Approximately 4.5 million New Ordinary Shares are available pursuant to the Fundraising at the Issue Price, payable in full on acceptance.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules.  As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

The Company offers for subscription under the Fundraising up to 4.5 million New Ordinary Shares at the Issue Price to raise approximately £300,000 with a minimum subscription of £1,000 per investor.  The Offer is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

The maximum investment amount under the Offer for any investor is £100,000.  Any investment request over £100,000 will first require the Company's consent.

The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Offer.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.  The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 18 August 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Fundraising is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

Investors should make their own investigations into the merits of an investment in the Company.  Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks.  Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares.  Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

Use of proceeds

The Company will use the proceeds of the Fundraising to make a new investment in InVMA Limited, an established IoT implementation business.  Should the InVMA investment not proceed, the Company intends to use the proceeds of the Fundraising allocated for the InVMA investment for other transactions consistent with its investment strategy.

Expected Timetable of Principal Events

Announcement of the Fundraising 11 August 2017
   
Closing of subscriptions on PrimaryBid.com 5:00 p.m. on 13 August 2017
   
Announcement of result of the Fundraising 14 August 2017
   
Admission and commencement of dealings in the New Ordinary Shares on AIM By 8:00 a.m. on 18 August 2017
   

Definitions

"CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"Euroclear" Euroclear UK & Ireland Limited
"Prospectus Rules" the Prospectus Rules made in accordance with the EU Prospectus Directive 2003/71/EC in relation to offers of securities to the public and the admission of securities to trading on a regulated market
"Restricted Jurisdictions" United States of America, Canada, Australia, Japan and the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law



This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq 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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