Tern PLC (TERN)
14 January 2019
Tern Plc (the "Company", or the "Group")
Issue of further convertible loan to Device Authority Limited
Tern Plc (AIM: TERN), the investment company specialising in the Internet of Things ("IoT"), announces that it has committed a further convertible secured loan of up to US$400,000 to its portfolio company, Device Authority Limited ("DA"). The total funds secured by DA through this loan from DA's existing shareholders, including Tern, are US$531,930.
Tern's commitment will be provided in two tranches: 60% of the total loan, which will see Tern contribute US$240,000, is payable immediately, taking Tern's total convertible loan note position in DA to US$1,940,867. The remaining 40% will be payable by 20 February 2019, if certain commercial milestones are met by DA. Following this second tranche of investment, Tern's total convertible secured loan note position with DA will be US$2,100,867. The loan is repayable on 30 June 2019, to coincide with the other outstanding loan notes to DA.
In providing this support, DA's shareholders, including Tern, are pleased with the progress that DA continues to make with its partners, including the recent contract secured with a leading medical device manufacturer (as announced on 27 December 2018).
The loan note accrues an interest coupon of 5 per cent. per annum and is convertible automatically on completion of an equity fundraising in DA of at least US$2.5 million which is completed before 30 June 2019 ("Qualifying Fundraising"). The conversion will be into the most senior class of shares issued in the Qualifying Fundraising at the lowest fundraising price per share.
If a Qualifying Fundraising is not completed before 30 June 2019, but DA is able to procure an exit for its shareholders, the providers of the loan can elect to either receive 300% of the principal amount of the loan notes held by them in addition to the accrued interest, or to convert the loan and accrued interest into Class A Preference Shares of DA at a conversion price of £0.036681585 per share.
Providers of this loan to DA will also be issued with 2.6 warrants for each US$1 of loan notes subscribed for by them (rounded down to the nearest whole number). Each warrant, which is exercisable at any time before 11 January 2026, provides each warrant holder with the right to subscribe for one Class A Preference Share of DA for each warrant held at an exercise price of £0.036681585 per share.
As at 31 December 2018, Tern had an unaudited cash balance of approximately £1.9 million.
Al Sisto, CEO of Tern, said: "We are pleased to continue supporting DA given the progress the company has been making with its current and new partners, including the recent contract win announced in December 2018. We are confident in DA's ongoing progress and look forward to reporting on its future achievements within the IoT security space."
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014
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