Tern Plc (LON:TERN), the company focused on value creation from Internet of Things technology businesses, has announced an underwritten Open Offer to raise approximately £509,368 (before expenses) through the issue of 56,596,480 Open Offer Shares at an Issue Price of 0.90p per Open Offer Share.
Under the Open Offer, all Qualifying Shareholders are entitled to subscribe for Open Offer Shares at the Issue Price on the basis of:
1 Open Offer Share for every 16 Ordinary Shares held on the Record Date.
The Issue Price of 0.90p per Open Offer Share represents a discount of 25 per cent. to the closing middle market price of 1.20p for each Ordinary Share on 4 September 2026 (the latest practicable date prior to this announcement).
The Open Offer is being underwritten in full by CMC Markets UK Plc who has agreed to subscribe, in cash at the Issue Price, for all of the Open Offer Shares which remain unsubscribed for by Qualifying Shareholders pursuant to the Open Offer.
The Open Offer is only conditional upon the admission of the Open Offer Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 24 September 2026.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Open Offer Shares will be issued pursuant to the authority granted to the directors at the Annual General Meeting of the Company held on 30 June 2026.
The Open Offer is open for acceptance from now until 22 September 2026. Details of the Open Offer will be set out in a Circular to be sent to shareholders later today. The Circular sets out the reasons for and further details of the Open Offer, including its terms and conditions and risk factors.
Extracts from the Circular, including the Open Offer’s Expected Timetable of principal events, are set out below in Appendix 1.
The above summary should be read in conjunction with the full text of this announcement and the Circular. Unless defined otherwise, capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section below. References to paragraphs below refer to the relevant paragraphs of the Circular and references to ‘this Document’ refer to the Circular. References to numbered ‘Parts’ below refer to the relevant parts of the Circular.
Your attention is drawn to the risk factors set out in Part II of the Circular. Details of the action to be taken if you wish to subscribe for Open Offer Shares are provided in Part III of the Circular.
The Circular will be posted to shareholders today and a copy of the Circular will be shortly available on the Company’s website: https://www.ternplc.com/investors
