REG - Jenzabar, Inc Tribal Group PLC - Statement regarding Tribal Group plc

TribalAnnouncement

20/11/2023 07:45

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RNS Number : 9068T  Jenzabar, Inc  20 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 November 2023

Jenzabar, Inc.

Statement regarding Tribal Group plc

Jenzabar, Inc. ("Jenzabar") strongly opposes the offer announced by Ellucian
Company L.P. ("Ellucian") on 5 October 2023 to acquire the entire issued and
to be issued share capital of Tribal Group plc ("Tribal") by way of a scheme
of arrangement (the "Ellucian Offer") and will vote all of its shares and any
further shares it acquires against the Ellucian Offer in any general meeting
or other shareholder vote undertaken by Tribal to effect its implementation.

Rule 2.8 statement

Jenzabar confirms it does not intend to make a firm offer for Tribal, which is
a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, Jenzabar and any person(s) acting in
concert with it, reserve the right to set the restrictions in Rule 2.8 aside
in any of the following circumstances:

a)    with the agreement of the Board of Tribal in the event of the
withdrawal or lapse of the Ellucian Offer;

b)    if a third party other than Ellucian announces a firm intention to
make an offer for Tribal;

c)   if Tribal announces a Rule 9 waiver proposal (see Note 1 of the Notes on
Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or

d)    if the Takeover Panel has determined that there has been a material
change of circumstances.

Enquiries:

 Greenhill (Financial Adviser to Jenzabar)                 +44 20 7198 7400
 Dean Rodrigues
 David Wyles

 Peel Hunt (Sole Executing Broker to Jenzabar)             +44 20 7418 8900
 Richard Chambers
 Equity Syndicate - Jock Maxwell Macdonald / Sohail Akbar

Important notice

Greenhill & Co. International LLP ("Greenhill"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as financial adviser exclusively to Jenzabar and no one else in connection
with the matters set out in this announcement and will not be responsible to
anyone other than Jenzabar for providing the protections afforded to clients
of Greenhill or its affiliates, nor for providing advice in relation to any
matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as sole executing broker
exclusively for Jenzabar and for no one else in connection with the matters
referred to in this announcement and neither Peel Hunt nor any of its
affiliates will be responsible to anyone other than Jenzabar for providing the
protections afforded to clients of Peel Hunt or for providing advice in
relation to the contents of, or matters referred to in, this announcement.

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