Tern Plc (LON:TERN), the company focused on value creation from Internet of Things (IoT) technology businesses, has announced an Open Offer to raise up to £643,609 (before expenses) through the issue of up to 107,268,195 Open Offer Shares at an Issue Price of 0.60p 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 7 Ordinary Shares held on the Record Date.
The Issue Price of 0.60p per Open Offer Share represents a discount of 20 per cent. to the closing middle market price of 0.75p for each Ordinary Share on 20 April 2026 (the latest practicable date prior to this announcement).
The Open Offer is conditional upon the passing of the Resolutions at a General Meeting, details of which are set out below, and admission of the Open Offer Shares to trading on AIM. Subject to the passing of the Resolutions, it is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 11 May 2026. The Open Offer is not underwritten.
The Open Offer Shares will, if 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 is open for acceptance from now until 7 May 2026. Details of the Open Offer, together with the Notice of General Meeting, 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.
Shareholders should note that the effect of the terms of the Open Offer and the Resolutions is that, to the extent that Open Offer Shares are not taken up pursuant to Basic Entitlements or the Excess Application Facility, the Directors will be authorised to utilise any remaining balance of the Ordinary Shares made available through the Open Offer from time to time at their discretion, and may allot them to third partes for cash or non-cash consideration. The Directors may determine to make such allotments for a variety of reasons, including in order to raise cash for the Company (including from individual investors or through share offers arranged by intermediaries), to satisfy debts or other amounts owed by the Company, to issue warrants or share options or for other corporate or working capital purposes.
Any such allotments will not be made on terms which are materially more favourable than those available to Qualifying Shareholders under the Open Offer, save where required in connection with non-cash consideration. Furthermore, any such allotments must be made before the conclusion of the Company’s 2026 annual general meeting or, if earlier, 1 July 2026, except that the Directors would be permitted to complete any allotments pursuant to offers or agreements made prior to such expiry. However, Shareholders should appreciate that any such allotment(s) of Ordinary Shares will dilute Shareholders’ interests in the Company and may be made without any further approval being sought from Shareholders.
Notice of General Meeting
The General Meeting will be held at the offices of Allenby Capital Limited, 5 St. Helen’s Place, London EC3A 6AB on 8 May 2026 at 11:00 a.m.
Shareholders should be aware that the Open Offer can only proceed if both of the Resolutions are passed by Shareholders with the requisite majorities. Should either of the Resolutions not be passed by Shareholders, the Open Offer will not proceed, the Directors would not be able to utilise, on the basis to be described in the Circular, any remaining balance of the Ordinary Shares made available through the Open Offer and the Company would not receive any proceeds from the Open Offer Shares or any such remaining balance.
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
