Tern Plc Tern Plc : Statement Re Issue Of Convertible Unsecured Loan Notes And Loan To Device Authority
November 30 2017 - 2:00AM
UK Regulatory
TIDMTERN
30 November 2017
Tern Plc (AIM: TERN)
Issue of Convertible Unsecured Loan Notes; and
Loan to Device Authority
Tern Plc (the "Company"), the investment company specialising in the
Internet of Things ("IoT"), is pleased to announce that it has agreed a
Convertible Unsecured Loan Note facility of up to GBP2.2 million
("CULN").
The CULNs will be issued in principal amounts of GBP25,000 and
aggregated into four tranches (the "Tranches"), with the first
GBP550,000 (before expenses) , committed. The remaining three tranches
will be made in equal amounts every 60 calendar days, unless requested
earlier or later by Tern, and approved by the issuer of the CULNs.
The CULNs are convertible at any time before the maturity date, being
the third anniversary of the relevant issue of the CULNs at the lesser
of : a) 125% of the closing mid-price one trading day before the date of
any Issue; or b) the lowest closing bid price from the three previous
trading days prior to notice of conversion being served. The CULNs
shall not bear interest. In certain events of default or a change of
control, a redemption of up to a maximum of 120 per cent. would be
payable. The Company can redeem at any time one or more CULNs at a
price equal to 105 per cent. of the CULNs.
The Company will allocate funds towards maintaining its current position
in its portfolio companies, to build and grow the pipeline of investment
opportunities and for general working capital.
Loan to Device Authority
Tern also announces that Device Authority ("DA") has received $300,000
convertible secured loan (the "DA Loan") from a maximum of $323,330
provided by its shareholders in support of the fund raising, of which
Tern has contributed $150,751.
The DA Loan accrues an interest coupon of 10% and is convertible
automatically on an equity fundraising in DA of at least USD $2.5
million which completes before 31 March 2018 (a "Qualifying
Fundraising"), into the most senior class of shares issued on the
Qualifying Fundraising at a 20% discount to the fundraising price per DA
share. If the Qualifying Fundraising is not completed by 31 March 2018,
the DA Loan is, at the election of the providers of the loan, redeemable
immediately or convertible into Class A Preference Shares of DA at a
price of $0.47 per share.
Providers of the DA Loan will receive warrants to subscribe for DA
shares exercisable at any time within five years of provision of the
loan. If a Qualifying Fundraising is completed before 31 March 2018 then
the warrants allow the providers of the loan to subscribe for the most
senior class of shares issued on the Qualifying Fundraising at a 20%
discount to the fundraising price per share. Otherwise, the warrants
allow the providers of the loan to subscribe for Class A Preference
Shares of DA at an exercise price of $0.60 per share. The maximum number
of shares for which the providers of the DA Loan can subscribe is equal
to the amount of the loan provided by them divided by the relevant
exercise price.
This announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014
Enquiries
Tern Plc via Redleaf
Al Sisto/Sarah Payne
WH Ireland Tel: 0117 945 3470
(NOMAD and joint broker)
Mike Coe/Ed Allsopp
Whitman Howard Tel: 020 7659 1234
(Joint broker)
Nick Lovering/Francis North
Redleaf Communications Tel: 020 7382 4730
Elisabeth Cowell/ Fiona Norman
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Tern Plc via Globenewswire
(END) Dow Jones Newswires
November 30, 2017 02:00 ET (07:00 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
Tern (LSE:TERN)
Historical Stock Chart
From Apr 2024 to May 2024
Tern (LSE:TERN)
Historical Stock Chart
From May 2023 to May 2024