Tern Plc (AIM:TERN) agreed to acquire Pires Investments plc (AIM:PIRI) from Chris Akers, RiverFort Global Opportunities plc (AIM:RGO) and other shareholders for £12.9 million on June 1, 2022. The transaction will be implemented by means of a Court-sanctioned scheme of arrangement. Under the terms of the Acquisition, holders of Pires Shares will be entitled to receive For each Pires Share held, 0.51613 New Tern Shares. Upon completion of the Acquisition, Pires Shareholders will own approximately 21.51 per cent of the enlarged issued share capital of Tern. The transaction is unanimously approved by the Directors of Pires and Tern and subject to shareholders approve of Tern. The transaction is subject to Scheme becoming effective, Resolution being proposed at the Tern General Meeting and passed, Admission of the New Tern Shares to trading on AIM, the approval of Pires Shareholders at the General Meeting and at the Court Meeting, Regulatory approval and Other third party clearances. The Scheme will become Effective in the third quarter of 2022. As of June 28, 2022, the Scheme is expected to become Effective on or around July 29, 2022.

Reed Smith LLP is acting as legal adviser to Tern. Orrick Herrington & Sutcliffe (UK) LLP is acting as legal adviser to Pires. David Worlidge, Alex Brearley, Freddie Wooding and Matt Butlin of Allenby Capital Limited acted as Financial Adviser to Tern. James Lewis, Liam Murray and Ludovico Lazzaretti of Cairn Financial Advisers LLP acted as financial adviser and fairness opinion provider to Pires.

Tern Plc (AIM:TERN) cancelled the acquisition of Pires Investments plc (AIM:PIRI) from RiverFort Global Opportunities plc (AIM:RGO) on July 21, 2022. The voting at both the Court Meeting and General Meeting did not meet the requirements in order for the Scheme to be approved. Accordingly, as certain of the conditions to the Acquisition have not been fulfilled, the Acquisition has been terminated and the Scheme has lapsed.