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 ("UK MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

6 October 2022

Tern Plc

("Tern" or the "Company")

Result of Fundraise

Tern Plc (AIM: TERN), the company focused on value creation from Internet of Things ("IoT") technology businesses is pleased to confirm, further to the announcements made yesterday, 5 October 2022, the completion of its Fundraise at the Issue Price of 7.5 pence per share.

The Company is pleased to announce that the Retail Offer via PrimaryBid closed at 8 p.m. on 5 October 2022. From the Retail Offer, the Company has raised gross proceeds of approximately £0.3 million at the Issue Price of 7.5 pence per share.

In total, the Subscription and the Retail Offer have raised gross proceeds of £1.6 million for the Company, via the subscription of 17,333,332 Subscription Shares to be issued pursuant to the Subscription and 4,023,477 Retail Shares to be issued pursuant to the Retail Offer.

The issue of a total of 21,356,809 new Ordinary Shares pursuant to the Fundraise is conditional upon the admission of the Subscription Shares and the Retail Shares to trading on AIM on 12 October 2022, or such later time and/or date as the Company may agree (being not later than 8.00 a.m. on 26 October 2022). 

The Subscription Shares and the Retail Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Subscription Shares and the Retail Shares.

Allenby Capital Limited acted as Nominated Adviser and sole Broker to the Company in relation to the Subscription.  The Retail Offer was managed by PrimaryBid.

Al Sisto, CEO of Tern, commenting on the Fundraise said:  

"We are very pleased with the support that we have received for the Fundraise, both from existing and new shareholders. If we are to protect and maximise shareholder value it is vitally important that we have as strong a negotiating position as possible when competing with often much larger private equity providers who wish to now secure a position in our companies at the maximum economic advantage to themselves and to the detriment of Tern and its shareholders. The net proceeds of the Fundraise includes capital that we can deploy to provide further funding for Tern's portfolio companies in their future syndicated fundraises, both protecting Tern's position and providing them with the growth capital they require.  We remain committed to our stated strategy of seeking to extract maximum shareholder value from our existing portfolio of exciting IoT companies as rapidly as those companies' development paths allow. Whilst it does take time and significant capital to create world class IoT technology businesses, I believe that we have already demonstrated significant value creation with our companies and all have very bright and exciting futures."

Admission and Dealings

Application will be made to the London Stock Exchange for the Subscription Shares and the Retail Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will occur and dealings will commence in the Subscription Shares and the Retail Shares at 8.00 a.m. on or around 12 October 2022.

Total Voting Rights

Following Admission, the Company's issued and fully paid share capital will consist of 373,571,510 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 373,571,510. With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company at 4.36 p.m. on 5 October 2022.

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