Tern Plc Statement Re Fundraising Of Approximately Gbp300,000

 
TIDMTERN 
 
 
   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   NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN 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 GBP300,000 
 
   Tern plc (AIM:TERN), the investment company focused on the Internet of 
Things (IoT), is pleased to announce a fundraising of approximately 
GBP300,000 (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 
      GBP300,000 (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 GBP100,000 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 [phone]. 
 
   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                       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] 
  David Ison/Elise Palmer 
 
PrimaryBid                     Tel: [phone] 
 Dave Mutton 
 
 
 
   Introduction 
 
   The Company today announces a Fundraising of approximately GBP300,000 
(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 GBP300,000, 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 
GBP300,000 with a minimum subscription of GBP1,000 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 
GBP100,000.  Any investment request over GBP100,000 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    By 8:00 a.m. on 18 August 
 Ordinary Shares on AIM                                                   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       the Prospectus Rules made in accordance with the EU 

Rules"             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       United States of America, Canada, Australia, Japan 
Jurisdictions"     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 
 
 
 
 

(END) Dow Jones Newswires

August 11, 2017 11:31 ET (15:31 GMT)

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