4 May 2021
Tern Plc
("Tern" or the "Company")
Result of AGM
Tern Plc (AIM:TERN), the investment company specialising in the Internet of Things ("IoT"), announces that at the Company's Annual General Meeting ("AGM") held earlier today resolutions 1 to 4 and resolution 7 were voted on by a poll and were passed. Details of the votes cast are set out in the table below.
Although a majority of the votes received were in favour of resolutions 5 and 6 in relation to the authority of 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 due to the low number of shareholder votes received and given that, on the basis of the proxy votes cast, resolution 6 (to grant the Directors the authority to issue shares for cash) would not have achieved the requisite number of votes to be passed.
In total, votes in respect of approximately 13.3% of the Company's issued share capital were received, which included approximately 6.4% of the issued share capital held by the Directors. In light of votes being received from so few shareholders and the differing views of shareholders on the matters included in resolutions 5 and 6, the Board intends to further consult with shareholders and its advisers before submitting proposals on these matters to be voted on by shareholders at a General Meeting to be convened in due course. Following the withdrawing of resolutions 5 and 6, the Directors do not currently have the authority to issue new ordinary shares for cash or generally. The Company will also explore options to encourage wider shareholder participation in future voting.
The total number of Ordinary Shares of the Company in issue, each with one voting right, is 330,338,101 and the votes cast in respect of resolutions 1 to 4 and 7 were as follows:
| Resolution | For | Against | Total votes cast | Votes withheld | % of share capital voting | ||
| Total votes | % | Total votes | % | | | | |
| 1. To approve the Company's 2020 annual accounts | 39,925,850 | 91.13% | 3,886,940 | 8.87% | 43,812,790 | 200,000 | 13.26% |
| 2. To re-appoint Nexia Smith & Williamson as the Company's auditors | 39,928,328 | 91.13% | 3,884,462 | 8.87% | 43,812,790 | 200,000 | 13.26% |
| 3. To reappoint Ian Ritchie as a director | 39,435,500 | 90.16% | 4,306,290 | 9.84% | 43,741,790 | 271,000 | 13.24% |
| 4. To reappoint Bruce Leith as a director | 39,435,500 | 90.05% | 4,356,290 | 9.95% | 43,791,790 | 221,000 | 13.26% |
| 7. Authorisation to make market purchases of the Company's shares | 34,775,458 | 80.04% | 8,674,263 | 19.96% | 43,449,721 | 563,069 | 13.15% |
Enquiries
| Tern Plc Al Sisto (CEO) Sarah Payne (CFO) | via IFC Advisory |
|
Allenby Capital Limited (Nominated Adviser and Broker) David Worlidge / Alex Brearley (Corporate Finance) Matt Butlin / Kelly Gardiner (Sales and Corporate Broking) |
Tel: 0203 328 5656 |
|
IFC Advisory (Financial PR and IR) Tim Metcalfe Graham Herring Florence Chandler |
Tel: 0203 934 6630 |
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