FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TERN PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

13 July 2021

Tern Plc

("Tern Plc" or the "Company") (LON: TERN)

Retail Offer

Tern Plc (LON: TERN), the AIM-quoted investment company specialising in the Internet of Things ("IoT"), is pleased to announce a conditional offer for subscription via PrimaryBid (the "Retail Offer") of up to 10,566,200 new ordinary shares of 0.02p each in the Company ("Retail Shares") at an issue price of 18.8 pence per Retail Share (the "Issue Price"), being a discount of 16.4 per cent to the closing mid-price on 12 July 2021.  The Company also conducted a conditional subscription of 10,710,400 new ordinary shares at the Issue Price (the "Subscription", together with the Retail Offer, the "Fundraise") as announced earlier today.

The Retail Offer is conditional upon the admission to trading on the AIM market of the London Stock Exchange of the Retail Shares becoming effective not later than 8.00 a.m. on 26 July 2021, or such later time and/or date as the Company may agree (being not later than 8.00 a.m. on 4 August 2021) ("Admission"). Admission is expected to take place at 8.00 a.m. on 26 July 2021. The Retail Offer will not be completed without the Subscription also being completed. 

The Company intends that the net proceeds of the Fundraise will be used to: give the Company balance sheet strength to provide a strong negotiating position in relation to its portfolio companies and enable the Company to participate in follow-on investment opportunities, as appropriate, with any portfolio company syndications; provide funding for a new investment opportunity in due course and for working capital generally.

Retail Offer

In the announcement dated 17 May 2021 relating to the Notice of General Meeting held on 2 June 2021, the Company stated that should it seek to raise funds utilising the authorities that would be granted by the passing of the resolutions at such meeting 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.  The Company is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid app, is now open to individual and institutional investors and is expected to close no later than 9 p.m. on 13 July 2021.  The Retail Offer may close early if it is oversubscribed.

Subscriptions under the Retail Offer will be considered by the Company at its discretion, subject to conditions (which are available to view on PrimaryBid.com).

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for Retail Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com.

The Retail Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing ordinary shares.

Enquiries

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside other investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for Retail Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Shares if they are in any doubt. 

END