Company Announcements

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:

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.