Tern PLC Update re Tern General Meeting & Lapsing of Scheme (3391T)
21 July 2022 - 10:31PM
UK Regulatory
TIDMTERN
RNS Number : 3391T
Tern PLC
21 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
21 July 2022
Recommended All-Share Offer
for
Pires Investments plc ( " Pires " )
by
Tern plc ( " Tern " )
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Update re. Tern General Meeting and Lapsing of Scheme
On 1 June 2022 , it was announced that the Tern Directors and
Pires Directors had reached agreement on the terms of a recommended
all-share offer by Tern for the issued and to be issued share
capital of Pires, to be effected by means of a court-sanctioned
scheme of arrangement ( the "Scheme" ) between Pires and Pires
Shareholders under Part 26 of the Companies Act 2006 (the
"Acquisition")(the "2.7 Announcement").
On 28 June 2022 , it was announced, inter alia, that the scheme
document in relation to the Scheme (the "Scheme Document") would be
published and posted to Pires Shareholders (other than to Pires
Shareholders in certain Restricted Jurisdictions) on that date. The
Scheme Document contained notices of the Court Meeting and the
General Meeting to be held at 11.00 a.m. and 11.10 a.m.,
respectively, today. Also on 28 June 2022 , it was announced that a
circular (the "Circular") would be published and sent to Tern
Shareholders. The Circular contained a notice of the Tern General
Meeting to be held at 11.00 a.m. today.
Earlier today, Pires convened the Court Meeting and General
Meeting in connection with the Acquisition. Tern notes the
announcement by Pires that the voting at both the Court Meeting and
General Meeting did not meet the requirements in order for the
Scheme to be approved.
The Tern General Meeting was convened at 11 a.m. this morning
and then adjourned to a time and date to be announced via the
Regulatory News Service. In the light of the above announcement by
Pires, the Tern General Meeting will not be reconvened.
Accordingly, as certain of the conditions to the Acquisition
have not been fulfilled, the Acquisition has been terminated and
the Scheme has lapsed. Tern is therefore no longer in an offer
period.
Words and expressions defined in the 2.7 Announcement or the
Scheme Document shall, unless the context provides otherwise, have
the same meanings in this announcement.
Enquiries:
Tern plc via IFC Advisory
Al Sisto, Chief Executive Officer
Sarah Payne, Chief Financial Officer
Allenby Capital Limited
Financial Adviser, Nominated Adviser and
Broker to Tern
David Worlidge / Alex Brearley / Freddie
Wooding (Corporate Finance) +44 (0) 20 3328
Matt Butlin (Sales and Corporate Broking) 5656
IFC Advisory +44 (0) 20 3934
PR advisers to Tern 6630
Tim Metcalfe / Graham Herring / Florence tern@investor-focus.co.uk
Chandler
Notices related to the financial adviser
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and joint
broker exclusively for Tern and no one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than Tern for providing the protections afforded to
clients of Allenby Capital or for providing advice in relation to
the Acquisition, the content of this announcement or any matter
referred to herein. Allenby Capital's responsibilities as Tern's
Nominated Adviser under the AIM Rules for Companies and AIM Rules
for Nominated Advisers are owed solely to London Stock Exchange and
no other person. Allenby Capital has not authorised and is not
making any representation or warranty, express or implied, as to
the contents of this announcement.
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END
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