Tern PLC Notice of General Meeting (8575K)
2023年8月31日 - 3:00PM
RNSを含む英国規制内ニュース (英語)
TIDMTERN
RNS Number : 8575K
Tern PLC
31 August 2023
31 August 2023
Tern Plc
("Tern" or the "Company")
Notice of General Meeting
Confirmation of Board and Management Changes
Tern Plc (AIM: TERN), the company focused on value creation from
Internet of Things ("IoT") technology businesses, announces that it
will today send a circular to the Company's shareholders containing
a notice convening a general meeting of the Company which is to be
held at 9.00 a.m. on 26 September 2023 at the offices of Reed
Smith, The Broadgate Tower, 20 Primrose Street, London EC2A 2RS
(the "General Meeting"). The circular will be available shortly on
the Company's website at https://www.ternplc.com/aim-rule-26 .
The resolutions to be proposed at the General Meeting (the
"Resolutions") are to grant authority to the directors of the
Company (the "Directors") to issue new ordinary shares of 0.02p in
the capital of the Company ("Ordinary Shares") and the
disapplication of pre-emption rights in relation to such an issue
of new Ordinary Shares. Following consultation with a number of the
Company's larger shareholders and feedback kindly submitted by
others, the resolutions have been revised to permit a lower number
of new Ordinary Shares to be authorised for potential issue by the
Directors than was sought in the resolutions which were proposed at
the Company's Annual General Meeting held on 29 June 2023 (the
"2023 AGM").
Background and reasons for the Resolutions
At the 2023 AGM, resolutions to grant the Directors the
authority to allot securities and to grant the Directors the
authority to issue new Ordinary Shares for cash did not achieve the
requisite number of votes to be passed. Following the failure to
pass these resolutions at the 2023 AGM, the Directors do not
currently have the authority to issue any new Ordinary Shares for
cash or generally.
The Directors believe that having the authority to issue new
Ordinary Shares is important for an investment company such as Tern
as it:
-- provides the Company with the flexibility to raise, or have
access to, funding to support its portfolio companies, as required,
where such funding:
o gives the Company negotiating leverage when dealing with
potential third-party investors in discussions regarding the
funding of Tern's portfolio companies; and
o enables the Company to participate, potentially at short
notice, in potential fundraisings by its portfolio companies. If
this is not possible, the Company could find that either, or both,
its shareholdings in its portfolio companies are diluted and their
valuation reduces, which may then adversely impact upon the
Company; and
-- in particular, having the ability to issue new Ordinary
Shares would enable the Company to potentially access the remaining
GBP2.5 million of the GBP3.0 million loan facility (the "Facility")
entered into on 12 June 2023, which requires warrants over Ordinary
Shares to be issued in relation to any drawdown under the Facility.
The Directors' current preference is that the Company's funding
requirements are satisfied through seeking further drawdowns under
the Facility rather than seeking to raise funds via the issue of
new Ordinary Shares or disposing of portfolio holdings at a time
that they believe may not be in the best interests of the Company
and its shareholders. Without the Directors having the authority to
issue Ordinary Shares and to disapply pre-emption rights the
Company is unable to make any further drawdowns from the
Facility.
The Resolutions would permit the Directors to issue up to
37,500,000 new Ordinary Shares (representing approximately 9.6 per
cent. of the Company's existing issued ordinary share capital)
generally and for cash whilst dis-applying the pre-emption rights
of existing shareholders in relation to such an issue.
As announced on 10 August 2023, following the 2023 AGM, the
Company has made a number of management changes, including to the
Board of the Company and the Company's management structure that
are overall expected to save approximately 40% of the Company's
overall central costs in 2024, when compared to the level for 2022.
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.
However, should the Resolutions not be passed the Company will
likely be required to seek to satisfy its further funding
requirements from the disposal of holdings in its portfolio in the
short-term and in a timeframe and potentially in a manner that may
not be in the best interests of the Company and its shareholders.
In these circumstances the Directors believe that the Company may
also suffer greater dilution of its remaining portfolio holdings
than if the Company was able to drawdown further on the Facility or
had access to potential funding through the issue of new Ordinary
Shares. The Directors believe that failure to pass the Resolutions
will likely therefore result in a lower value being ultimately
achieved for the Company's shareholders than if they are
passed.
Confirmation of Board and management changes
Further to the announcement made by the Company on 10 August
2023 detailing a Board and management restructuring, the Company
can confirm that Matthew Scherba has, as anticipated, now
transitioned to the full time Chief Executive Officer position at
InVMA Limited, trading as Konektio, a Tern portfolio company, and
has therefore left Tern's employment.
Sarah Payne will step down as the Company's Chief Financial
Officer and Company Secretary on 15 September 2023 to take up a
position with another company, but will remain on the Board as a
Non-Executive Director, as previously announced. The Company has
appointed a part-time Chief Financial Officer, a non-Board
position, and will be outsourcing the Company Secretary
function.
Enquiries:
Tern Plc via IFC Advisory
Ian Ritchie (Chairman)
Allenby Capital Limited Tel: 0203 328 5656
(Nominated Adviser and Broker)
Alex Brearley / Nick Naylor / 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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(END) Dow Jones Newswires
August 31, 2023 02:00 ET (06:00 GMT)
Tern (LSE:TERN)
過去 株価チャート
から 4 2024 まで 5 2024
Tern (LSE:TERN)
過去 株価チャート
から 5 2023 まで 5 2024