Tern PLC Board and Management Restructuring (8597I)
2023年8月10日 - 3:00PM
RNSを含む英国規制内ニュース (英語)
TIDMTERN
RNS Number : 8597I
Tern PLC
10 August 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018). UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
10 August 2023
Tern Plc
("Tern" or the "Company")
Board and Management Restructuring
Directorate Changes
Tern Plc (AIM:TERN), the investment company specialising in
supporting high growth, early-stage, disruptive Internet of Things
("IoT") technology businesses, announces a number of changes to the
board of the Company (the "Board") and the Company's management
structure.
Matthew Scherba and Bruce Leith have both stepped down from the
Board with immediate effect. Matthew Scherba, having been on
secondment to Tern's portfolio company InVMA Limited, intends to
transition to the full time Chief Executive Officer position at
Konektio during August 2023. Bruce Leith will remain with Tern as
an employee and a member of its senior management team.
Sarah Payne will step down as the Company's Chief Financial
Officer and Company Secretary on or before 30 September 2023 to
take up a position with another company, but will remain on the
Board as a Non-Executive Director. A further announcement will be
made when this change occurs. The Company expects to shortly
appoint a part-time Chief Financial Officer, which will be a
non-Board position.
Following these changes, the Board of the Company will comprise:
Ian Ritchie (Non-executive Chairman), Alan Howarth (Senior
Independent Non-Executive Director) and Sarah Payne (Non-executive
Director).
The Board will be supported by a non-Board senior executive
management team comprising: Al Sisto (as Chief Executive Officer),
Bruce Leith and a part-time Chief Financial Officer. The senior
management team will receive materially reduced remuneration from
the levels they received when members of the Board.
In addition, the Company is implementing other cost saving
measures, including moving to a lower cost office. However, the
Company will continue to be required to incur legal and other
professional fees associated with the portfolio companies and being
an AIM quoted company at least at historic levels, before any
additional professional costs, in particular legal costs, incurred
in relation with the disposal of any portfolio company holding.
Overall, the measures being implemented are expected to save
approximately 40% of the Company's overall central costs in 2024,
when compared to the level for 2022.
No compensation is being paid to any individual for loss of
office or the change in their role. Additionally, on the disposal
of Tern's holding in any of its portfolio companies the Board has
resolved that no more that 10% of the net disposal proceeds will be
available for additional Board, management or employee
remuneration.
This Board and management restructuring is intended to provide
an appropriate governance and management structure for the Company,
at significantly reduced cost, as the Company seeks to realise
value from its portfolio of IoT technology businesses. It is the
Board's intention that the Company will not invest in any companies
or entities not already part of Tern's existing portfolio until
such time as the Company has realised material value from its
current portfolio companies.
The Company expects to release its interim results for the six
months ended 30 June 2023 before the end of August 2023.
Commenting, Ian Ritchie, Non-executive Chairman, said: "We
recognise the desire of shareholders to see a reduction in Tern's
central costs whilst maintaining our hands on approach with our
investee companies and focussing on realising value from them. The
restructuring we are announcing today, together with other measures
we are taking, is designed to significantly reduce our overheads
whilst we look to deliver value to our shareholders from the
Company's investments.
"It is my role as Chairman to ensure that the Board acts
independently and in the interests of all shareholders. I am
delighted that we are retaining the services of Sarah Payne as a
Non-Executive Director as her skills and experience of Tern will be
invaluable as we seek to maximise shareholder returns from our
portfolio of exciting IoT businesses. I look forward to continuing
to work with Sarah, Tern's Senior Independent Non-executive
Director, Alan Howarth, and the senior management team of Al Sisto
and Bruce Leith, coupled with our new part time CFO (once
appointed). This is a team that has a deep understand of Tern's
portfolio companies and their markets and I believe is best placed
to ensure that maximum value is extracted from them, continuing our
hands on approach, in order for Tern to be able to deliver returns
to its shareholders.
"I would also like to take this opportunity to thank Matthew
Scherba for his contribution to Tern over the past four years and
we wish him well in his new role at Konektio. We are sure that he
will be focussed hard on driving the value of Konektio and
maximising the return to Tern as a shareholder in the business.
"Our portfolio companies continue to perform well as leaders in
their categories and we look forward to providing a further update
with the release of our interim results later this month."
Enquiries
Tern Plc via IFC Advisory
Ian Ritchie (Non-executive Chairman)
Allenby Capital Limited Tel: 0203 328 5656
(Nominated Adviser and Broker)
Alex Brearley / Dan Dearden-Williams
(Corporate Finance)
Matt Butlin / Kelly Gardiner (Sales
and Corporate Broking)
IFC Advisory Tel: 0203 934 6630
(Financial PR and IR) tern@investor-focus.co.uk
Tim Metcalfe
Graham Herring
Florence Chandler
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END
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