Result of GM & Update on Open Offer
Tern PLC announced that all resolutions were passed at its General Meeting, authorizing directors to allot securities and disapply statutory pre-emption rights with strong shareholder support. The Open Offer received valid acceptances for 67,666,314 new Ordinary Shares, raising approximately £406,000 before expenses at 0.60 pence per share. Dealings in these Open Offer Shares and admission to AIM are now expected around 8:00 a.m. on May 14, 2026, bringing the enlarged issued ordinary share capital to 818,543,681 shares. Directors Iain Ross and Albert Sisto are subscribing for 263,401 and 1,500,394 Open Offer Shares respectively.
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Total voting rights
Tern Plc (AIM:TERN), the Company focused on value creation from Internet of Things ("IoT") technology businesses, announces that at the Company's General Meeting ("GM") held earlier today all Resolutions were passed.
Details of the proxy voting on the Resolutions are set out below:
| Resolution | Votes For | Votes Against | Votes Withheld* | Total Votes Cast (excluding Withheld)* | ||
|---|---|---|---|---|---|---|
| No. of ordinary shares | % of ordinary shares voted* | No. of ordinary shares | % of ordinary shares voted* | No. of ordinary shares | ||
| ORDINARY RESOLUTION | ||||||
| 1. To authorise the Directors to allot securities | 313,409,566 | 98.55% | 4,608,302 | 1.45% | 10,412,729 | 318,017,868 |
| SPECIAL RESOLUTION | ||||||
| 2. To disapply statutory pre-emption rights | 308,888,977 | 97.13% | 9,118,695 | 2.87% | 10,422,925 | 318,007,672 |
The Resolutions are set out in full in the Company's Circular dated 21 April 2026 which is available on the Company's website at: https://ternplc.com/aim-rule-26/.
Open Offer
The Company announced earlier today that valid acceptances had been received from Qualifying Shareholders for a total of 67,666,314 new Ordinary Shares (the "Open Offer Shares") under the Open Offer. The Open Offer was conditional upon the passing of the Resolutions at the General Meeting.
As a result of the Resolutions being passed, and subject to Admission becoming effective, 67,666,314 Open Offer Shares will be issued in connection with the Open Offer, raising approximately £406,000 (before expenses) for the Company at the Issue Price of 0.60 pence per Open Offer Share. Further announcements are expected to be made in due course in relation to the application of the net proceeds of the Open Offer.
Commenting, Jane McCracken, Interim Non-Executive Chair of Tern, said:
"I would like to thank those shareholders who participated in the Open Offer for their support. Our focus remains firmly on realisations and the proceeds of the Open Offer are intended to make an important contribution to helping protect existing value, preserving exit potential, and supporting Tern's direct portfolio companies, especially Device Authority and Talking Medicines. I would also like to take this opportunity to thank Rob Stevens, an adviser to the Company on shareholder relations, for the work he has undertaken which has provided valuable insights into the views of some of Tern's more material shareholders.
"Tern's Board and management team are all working hard to deliver shareholder value and I look forward to providing further updates in due course."
Director and PDMR participation in the Open Offer
As announced earlier today, Iain Ross will be subscribing for 263,401 Open Offer Shares and following Admission Iain Ross will be beneficially interested in 2,107,209 Ordinary Shares representing approximately 0.26% of the enlarged issued ordinary share capital in the Company. Albert Sisto will be subscribing for 1,500,394 Open Offer Shares and following Admission Albert Sisto will be beneficially interested in 22,626,490 Ordinary Shares representing approximately 2.76% of the enlarged issued ordinary share capital in the Company.
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation (2014/596/EU) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law, provides further detail.
Update on Admission and dealings
The Open Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Application has been made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM ("Admission"). As an update to the Company's announcement on 8 May 2026 at 7.00 a.m., dealings in the Open Offer Shares and Admission are now expected to take place on or around 8.00 a.m. on 14 May 2026.
Total voting rights
In accordance with the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules, the Company confirms that following Admission, the Company's enlarged issued ordinary share capital will comprise 818,543,681 Ordinary Shares. The Company does not hold any shares in Treasury. Therefore, from Admission, the total number of voting rights in the Company will be 818,543,681 and this figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular posted to shareholders on 21 April 2026.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | 1. Iain Ross 2. Albert Sisto | |
| 2 | Reason for the notification | ||
| a) | Position/status | 1. Director - Non-Executive Director 2. PDMR - Chief Executive Officer (Non-Board) | |
| b) | Initial notification/Amendment | Initial Notification | |
| a) | Name | Tern plc | |
| b) | LEI | 2138005F87SODHL9CQ36 | |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.02 pence each in the Company | |
| Identification code | GB00BFPMV798 | ||
| b) | Nature of the transaction | Subscription of new Ordinary Shares pursuant to Open Offer | |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
| 1. 0.60 pence 2. 0.60 pence | 1. 263,401 2. 1,500,394 | ||
| d) | Aggregated information | N/A | |
| Aggregated volume | N/A | ||
| Price | N/A | ||
| e) | Date of the transaction | 7 May 2026 to be completed on 14 May 2026 | |
| f) | Place of the transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.