Tern Plc Statement Re Award Of Options

 
TIDMTERN 
 
   22 May 2017 
 
   Tern Plc 
 
   (AIM: TERN) 
 
   New Employee Share Option Plan and Grant of Options 
 
   Tern PLC (LSE:TERN), ("Tern" or the "Company"), the investing company 
focused on the Internet of Things (IoT), announces that upon the 
recommendation of the Company's Remuneration Committee, a new employee 
share option plan was adopted on 19 May 2017 (the "Share Option Plan"). 
This option plan replaces all previous share option schemes and all 
existing executive directors share options are replaced by the new 
scheme. 
 
   The implementation of this Share Option Plan is intended to align the 
interests of the Company's executive directors and eligible employees 
with shareholders, and to help attract talent in the future. 
 
   The key terms of the Share Option Plan are summarised below: 
 
 
   -- The Share Option Plan will be used to grant options over the Company's 
      ordinary shares of 0.02p each ("Ordinary Shares") to Tern's employees and 
      directors; 
 
   -- Under the Share Option Plan, up to 10% of the Company's issued share 
      capital at any time may be issued to satisfy rights, measured over a 
      rolling ten year period. This limit takes account of Ordinary Shares or 
      treasury shares already issued or used to satisfy option exercises in the 
      preceding ten years and Ordinary Shares or treasury shares that could be 
      issued or used to satisfy existing options; 
 
   -- The Company's Remuneration Committee may impose performance conditions 
      over the grant of options and these conditions may be varied, substituted 
      or waived as deemed appropriate by the Remuneration Committee; 
 
   -- Options will be granted with an exercise price equal to the market value 
      of the Company's shares at the date of grant, i.e. the closing mid-market 
      price from the preceding business day; 
 
   -- The options will be capable of exercise in normal circumstances, provided 
      the option holder remains employed at that time, on the third anniversary 
      of the grant date (the "Normal Vesting Date"), according to the increase 
      in the Share price on the Normal Vesting Date as set out below: 
 
 
 
 
   Normal                                                          Percentage 
  Vesting     Percentage increase in Share price relative to the  of Shares to 
    Date                        Exercise Price                        Vest 
 36 months 
  after the 
   Date of 
    Grant                                                     0%            0% 
 36 months 
  after the 
   Date of 
    Grant                                                   100%          100% 
 
 
   -- Between the two points illustrated in the table above, the EMI Option 
      shall vest on a straight-line basis. 
 
   -- In the event that the share price increases by 50% at any time prior to 
      the Normal Vesting Date, 50% of the option becomes exercisable, and where 
      the increase is 100%, 100% of the option becomes capable of exercise; 
 
   -- In the event of a change of control prior to the Normal Vesting Date, the 
      options will vest over such number of shares as determined by the 
      Committee who will apply the share price increase target set out in the 
      table above; and 
 
   -- The Share Option Plan allows for the grant of tax efficient Enterprise 
      Management Incentive Options for those who are eligible. 
 
 
   Following the implementation of the Share Option Plan, the Remuneration 
Committee has approved the grant of options over 10,000,000 Ordinary 
Shares to its executive directors representing 6.6% of Tern's Ordinary 
Shares and total voting rights on a fully diluted basis. The exercise 
price for these options is 8.5 pence being the closing middle market 
share price on 18 May 2017. The options will remain capable of exercise 
within the remaining period of up to ten years from the date of grant. 
 
 
   The amount of options granted to Directors are summarised in the 
following table: 
 
 
 
 
   Director     Options Granted 
Angus Forrest         2,500,000 
Bruce Leith           2,500,000 
Sarah Payne           2,500,000 
Al Sisto              2,500,000 
 
 
   Following this grant of options, the total number of share options 
outstanding will be 11,600,000 representing 7.7% of Tern's Ordinary 
Shares and total voting rights on a fully diluted basis. 
 
   Messrs Forrest, Leith and Sisto currently have the following interests 
in Ordinary Shares: 
 
 
 
 
                   Number of      % of issued share capital 
   Director      Ordinary Shares        at 19 May 2017 
Angus Forrest          7,899,602                        6.6 
Bruce Leith            5,957,233                        5.0 
Al Sisto               6,263,333                        5.2 
 
 
   Mrs Payne owns no shares in the Company. 
 
   Following the grant of options, Mr Forrest, Mr Leith, Mrs Payne and Mr 
Sisto will have the following share options in the Company: 
 
 
 
 
  Director     Number of options  Exercise Price  Expiry Date 
Angus Forrest      2,500,000          8.5 p       18.05.2027 
Bruce Leith        2,500,000           8.5p       18.05.2027 
Sarah Payne        2,500,000           8.5p       18.05.2027 
Al Sisto           2,500,000           8.5p       18.05.2027 
 
   The implementation of the Share Option Plan constitutes a related party 
transaction pursuant to AIM Rule 13.  The Company's non-executive 
director, who is not party to the Share Option Plan and is therefore 
independent for this purpose, having consulted with the Company's 
Nominated Adviser, considers the terms of the Share Option Plan to be 
fair and reasonable insofar as Tern's shareholders are concerned. 
 
 
 
   This announcement contains inside information for the purposes of 
Article 7 of Regulation (EU) 596/2014. 
 
   Enquiries 
 
 
 
 
Tern Plc                             via Redleaf 
 Al Sisto/Sarah Payne 
 
  WH Ireland                           Tel: [phone] 
  (NOMAD and joint broker) 
  Mike Coe/Ed Allsopp 
 
  Whitman Howard                       Tel: [phone] 
  (Joint broker) 
  Nick Lovering/Francis North 
 
  Redleaf Communications               Tel: [phone] 
  Rebecca Sanders-Hewett/David Ison 
 
 
 
   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 
 
 
 
 

(END) Dow Jones Newswires

May 22, 2017 02:00 ET (06:00 GMT)

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