THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
29 June 2023
Tern Plc
("Tern" or the "Company")
Result of AGM
Directorate Change
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, 4 and 7 were passed on a poll. Resolutions 3, 5 and 6 were not passed.
As resolution 3, seeking the re-appointment of Albert Sisto as a director of the Company was not passed, Mr Sisto ceased to be a director at the conclusion of the AGM. Mr Sisto remains an employee of the Company. Due to this change the Board is considering the future management structure of the Company and further announcements may be made in due course, as appropriate. Following resolutions 5 and 6 not being passed, the Directors do not currently have the authority to issue new ordinary shares for cash or generally.
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.
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 2022 | 122,441,663 | 90.12 | 13,417,358 | 9.88 | 11,929,443 | 135,859,021 | |
| 2. To re-appoint Evelyn Partners as auditors of the Company and to authorise the Directors to determine their remuneration. | 114,225,642 | 88.11 | 15,407,025 | 11.89 | 18,155,797 | 129,632,667 | |
| 3. To re-appoint Mr Albert Sisto as a Director of the Company | 58,842,897 | 41.12 | 84,263,426 | 58.88 | 4,682,141 | 143,106,323 | |
| 4. To re-appoint Mr Matthew Scherba as a Director of the Company | 79,479,356 | 56.81 | 60,428,750 | 43.19 | 7,880,358 | 139,908,106 | |
| 5. To authorise the Directors to allot securities | 54,770,740 | 38.40 | 87,866,032 | 61.60 | 5,151,692 | 142,636,772 | |
|
| SPECIAL RESOLUTION | ||||||
| 6. To disapply statutory pre-emption rights | 45,702,008 | 33.21 | 91,895,015 | 66.79 | 10,191,441 | 137,597,023 | |
| 7. To allow the Company to make market purchases of its Ordinary Shares | 110,338,688 | 76.37 | 34,141,766 | 23.63 | 3,308,010 | 144,480,454 | |
* 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 Company's Notice of 2023 Annual General Meeting dated 30 May 2023. The votes received represented approximately 38 per cent. of the Company's issued share capital.
Enquiries
| Tern Plc Ian Ritchie (Chairman) | via IFC Advisory |
|
Allenby Capital Limited (Nominated Adviser and Broker) Alex Brearley / Dan Dearden-Williams (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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