Tern PLC Notice of General Meeting (7441Y)
May 17 2021 - 1:00AM
UK Regulatory
TIDMTERN
RNS Number : 7441Y
Tern PLC
17 May 2021
17 May 2021
Tern Plc
("Tern" or the "Company")
Notice of General Meeting
Tern Plc (AIM:TERN), the investment company specialising in the
Internet of Things ("IoT"), announces that it will send a circular
today to shareholders containing a notice convening a general
meeting of the Company which is to be held at 10.30 a.m. on 2 June
2021 at the Company's offices at Gridiron, One Pancras Square,
London N1C 4AG (the "General Meeting"). The circular will be
available shortly on the Company's website at
https://www.ternplc.com/aim-rule-26 .
The General Meeting is being convened following the withdrawal
of certain resolutions from the Company's Annual General Meeting
("AGM") held on 4 May 2021. The resolutions to be proposed at the
General Meeting (the "Resolutions") relate to the authority to be
granted 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 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 Ordinary Shares to be
authorised for potential issue by the Directors than was originally
sought in the resolutions which were withdrawn at the AGM.
Background and reasons for the Resolutions
As previously announced, although a majority of the votes
received in advance of the AGM were in favour of the resolutions
authorising the Directors to issue new Ordinary Shares and disapply
pre-emption rights, the Chairman of the AGM, Ian Ritchie, after
consultation with the Board, decided to withdraw these resolutions
from being voted on at the AGM. The resolutions were withdrawn due
to the low number of shareholder votes received and given that, on
the basis of the proxy votes cast, resolution numbered 6 (to grant
the Directors the authority to issue new Ordinary Shares for cash)
would not have achieved the requisite number of votes to be
passed.
Following the withdrawal of these resolutions at the 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 support its portfolio companies as required;
-- gives the Company negotiating leverage when dealing with
potential third-party investors in discussions about the portfolio
companies;
-- enables the Company to participate at short notice in
potential fundraisings by its portfolio companies. If this is not
possible, the Company could find its shareholdings in its portfolio
companies are diluted and/or a lower valuation might be achieved in
any such fundraise, which may then adversely impact upon the
Company; and
-- allows the Company to react quickly should an appropriate
need for additional capital arise, particularly given the
anticipated development pathways of many of the Company's portfolio
companies and any appropriate potential investment opportunities
that may arise.
The Resolutions would permit the Directors to issue up to 50
million new Ordinary Shares (representing approximately 15 per
cent. of the Company's existing issued ordinary share capital)
generally and for cash whilst disapplying the pre-emption rights of
existing shareholders in relation to such an issue.
Should the Company seek to raise funds utilising the authorities
that would be granted by the Resolutions through the issue of new
Ordinary Shares it would use reasonable endeavours to utilise a
platform such as PrimaryBid, as part of any offering, to allow
retail shareholders the opportunity to participate in such
fundraisings at the same price as other participants.
General Meeting arrangements
In light of the prevailing guidance from the UK Government in
relation to the COVID-19 pandemic and specifically the restrictions
on unnecessary travel and large gatherings, the General Meeting
will be convened with the minimum quorum of shareholders (which
will be facilitated by the Company's management) in order to
conduct the business of the meeting. Entry to the General Meeting
will be refused to any shareholder, proxy or corporate
representative (other than those required for a quorum to exist)
who attempt to attend the General Meeting in person.
The Company will continue to closely monitor the developing
impact of COVID-19, including the latest UK Government guidance.
Should it become appropriate to revise the current arrangements for
the General Meeting, any such changes will be notified to
shareholders through the Company's website and, where appropriate,
by announcement made by the Company to a Regulatory Information
Service. Voting on each resolution at the General Meeting will be
by poll and will include all valid proxy votes received.
Enquiries
Tern Plc via IFC Advisory
Al Sisto (CEO)
Sarah Payne (CFO)
Allenby Capital Limited Tel: 0203 328 5656
(Nominated Adviser and Broker)
David Worlidge / Alex Brearley (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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