27 June 2024
Tern Plc
("Tern" or the
"Company")
Result of
AGM
Tern Plc (AIM:TERN), the investment company specialising in supporting high growth,
early-stage, disruptive Internet of Things ("IoT") technology
businesses, announces that at the Company's Annual General
Meeting ("AGM") held earlier today resolutions 1, 2, 3, 4 and 6
were passed on a poll. Resolution 5 was not
passed.
Following resolution 5 not being
passed, the Directors do not currently have the authority to issue
new ordinary shares disapplying statutory pre-emption rights.
As stated in the Company's Notice of 2024 Annual General
Meeting (the "Notice"), dated 30 May 2024, should the Share Issuance Resolutions not be passed the
Company will likely be required to seek to satisfy its further
funding requirements from the disposal of holdings in its portfolio
in the short-term and in a timeframe and potentially in a manner
that may not be in the best interests of the Company and its
shareholders. In these circumstances the Directors believe that the
Company may also suffer greater dilution of its remaining portfolio
holdings than if the Company was able to drawdown further on the
Facility or had access to potential funding through the issue of
Ordinary Shares. The Directors believe that today's failure to pass
the Share Issuance Resolutions may likely therefore result in a
lower value being ultimately achieved for the Company's
shareholders.
Whilst Resolutions 3 and 4 were
passed with the necessary majority, the Board also notes the voting
in relation to these resolutions. The Board is committed to
continuing an open dialogue with the Company's shareholders.
Following the voting at the AGM, where it is able to, the Board
will continue to seek to engage with those shareholders who are
understood to have voted against certain of the resolutions to
understand their views and/or any specific concerns, including
the votes received against resolution 5
representing approximately 7.7
per cent. of the Company's issued share
capital.
Details of the poll voting on each
resolution are set out below:
|
Resolution
|
Votes For*
|
Votes Against
|
Votes Withheld**
|
Total Votes Cast (excluding
Withheld)**
|
|
No. of ordinary shares
|
% of ordinary shares
voted**
|
No. of ordinary shares
|
% of ordinary shares
voted**
|
No. of ordinary shares
|
|
|
ORDINARY RESOLUTIONS
|
|
1. To receive and adopt
the accounts for the financial year ended 31 December
2023
|
92,223,142
|
90.6%
|
9,588,214
|
9.4%
|
3,356,330
|
101,811,356
|
|
2. To re-appoint Evelyn
Partners as auditors of the Company and to authorise the Directors
to determine their remuneration.
|
93,367,227
|
91.6%
|
8,567,837
|
8.4%
|
3,232,622
|
101,935,064
|
|
3. To re-appoint Ian
Ritchie as a Director of the Company
|
65,305,925
|
63.2%
|
37,960,708
|
36.8%
|
1,901,053
|
103,266,633
|
|
4. To authorise the
Directors to allot securities
|
72,030,870
|
68.7%
|
32,769,708
|
31.3%
|
367,108
|
104,800,578
|
|
|
SPECIAL RESOLUTIONS
|
|
5. To disapply statutory
pre-emption rights
|
72,022,360
|
68.5%
|
33,119,708
|
31.5%
|
25,618
|
105,142,068
|
|
6. To allow the Company
to make market purchases of its Ordinary Shares
|
92,821,946
|
88.3%
|
12,334,213
|
11.7%
|
11,527
|
105,156,159
|
|
|
|
|
|
|
|
| |
*
Votes 'For' include votes giving the Chairman
discretion.
** A 'Vote Withheld' is not a vote in law and has not
been counted in the calculation of the proportion of the votes
'For' and 'Against' a resolution.
The resolutions are set out in full
in the Notice available on the Company's website at
https://ternplc.com/aim-rule-26/.
The votes received represented approximately 23.5
to 24.3 per cent. of the Company's issued share capital.
Any capitalised terms not otherwise
defined in this announcement have the same meaning ascribed to them
in the Notice.
Enquiries
|
Tern Plc
Ian Ritchie (Chairman)
|
via IFC Advisory
|
|
Allenby Capital Limited
(Nominated Adviser and
Broker)
Alex Brearley / Dan Dearden-Williams
(Corporate Finance)
Kelly Gardiner / Guy McDougall
(Sales and Corporate Broking)
|
Tel: 0203 328 5656
|
|
IFC
Advisory
(Financial PR and IR)
Tim Metcalfe
Graham Herring
Florence Chandler
|
Tel: 0203 934 6630
tern@investor-focus.co.uk
|