Tern Plc : Statement re Share Price Movement

Tern Plc
(the "Company" or "Tern")

Movement in the Share Price

Tern, the investment company specialising in the cloud and mobile sectors, notes the recent volatility in the Company's share price and in response to this is pleased to provide the following update.

As in the announcement of 22 December 2014, the Company re-confirms that, other than matters which have been announced, there are currently no other developments on which the Company is currently engaged that it wishes or needs to bring to the attention of the market at this stage.

The Company also wishes to provide the following background information:

• On 15 September 2014, the Company announced the acquisition of a 95 per cent interest in Cryptosoft Limited ("Cryptosoft") on terms which included an entitlement to the seller Jon Penney  ("the Seller")and other employees to 25 per cent of the net proceeds of sale as and when Cryptosoft is sold.

             
            This structure necessitated the creation of a new class of "B" ordinary shares in Cryptosoft The Company acquired all the 950 "A" ordinary shares of Cryptosoft in issue.  The 150 "B" ordinary shares in issue, which carry no voting rights, were issued and allotted to the Seller and the other employees.  The Company therefore owns 100 per cent of the voting rights of Cryptosoft and approximately 86 per cent of the aggregate "A" and "B" ordinary share capital of Cryptosoft until a sale, in which event the Company's interest would reduce to 75 per cent of the net proceeds of sale. For the avoidance of doubt, Jon Penney and Al Sisto are the only directors of Cryptosoft and Al Sisto is the Chairman.
             
            It is not considered likely that Cryptosoft will pay any dividends as any profits are intended to be reinvested in the development of the company.
             

• On 17 September 2014, the Company announced that:
  •  it had raised £85,000 by the issue of 6,800,000 new ordinary shares at a price of 1.25p per share. The Company also announced it had raised £200,00 convertible loan stock with a conversion price of 1.25p per share.

• Al Sisto, executive director, had converted £30,000 of a £100,000 loan to the Company into 2,400,000 new ordinary  shares at a price of 1.25p per share

• Michael Clark, executive director, and Angus Forrest, Chairman, had each converted £9,012.80 of existing convertible loan notes into 447,063 new ordinary shares. (These loan notes were issued on 16 August 2013 at a General Meeting which approved a capital reorganisation and issue of convertible loan notes. Following the 1 for 1000 share capital consolidation and 50 for 1 subdivision approved by shareholders on 1 November 2013, the conversion price became 2.016p per share. )

The Company also wishes to re-confirm  that, following admission to AIM of the 26,411 new ordinary shares arising on exercise of warrants (exercisable at 3p per share), as notified on 5 January 2015, Tern will have an issued share capital of 45,254,938 ordinary shares of 0.02p each. In addition, there are £30,000 convertible loan notes convertible at 2.016 p per share currently outstanding and a total of £270,000 loans outstanding which are convertible at 1.25p per share.  There are also outstanding warrants which are convertible into 1,233,589  new ordinary shares at 3 p per share.

The directors' beneficial interests are as follows:

The Company also highlights that it cannot comment on external, independent, commentary, valuations or assessments of the Company or its investments. Enquiries:

About Tern:
Tern Plc acquires and invests in privately owned companies with self-owned IP, established products and customer bases. Its investment strategy is focused on taking an active role in its investee companies in order to improve the business model, accelerate growth, expand the business globally, and identify exit opportunities.