REG - Tribal Group PLC Ellucian - Form 8 (OPD) - Tribal Group plc

TribalAnnouncement

19/10/2023 17:15

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RNS Number : 7235Q  Tribal Group PLC  19 October 2023

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     TRIBAL GROUP PLC
 (b) Owner or controller of interests and short positions disclosed, if          n/a
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  TRIBAL GROUP PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         19/10/2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary Shares 5p

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil            Nil

 (2) Cash-settled derivatives:                                        Nil            Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil            Nil
 purchase/sell:

                                                                      Nil            Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None n/a
 Details, including nature of the rights concerned and relevant percentages:  None n/a

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 Directors and connected parties share ownership (Ord shares 5p) and percentage
 of issued shares

 Roger McDowell:    3,975,726   (1.87%)

 Richard Last:           3,095,726   (1.46%)

 Mark Pickett*:          1,264,727  (0.60%)

 Nigel Halkes:              14,285    (0.01%)

 * Mark Pickett's shares include 1000 shares held, or beneficially owned, by
 Ingrid Pickett, the spouse of Mark Pickett

 Directors LTIP Share Schemes

                         Number of Shares under Options  Exercise Price  Date from which exercisable  Expiry Date
 Mark Pickett
 LTIP - 7 July 2020       321,429                         Nil             July 2023                    July 2030
 LTIP - 28 June 2021      183,673                         Nil             June 2024                    June 2031
 LTIP - 11 April 2022     211,765                         Nil             April 2025                   April 2032
 LTIP - 16 October 2023   240,308                         Nil             October 2026                 October 2033

 Diane McIntyre
 LTIP - 28(th) June 2021  136,054                         Nil             June 2024                    June 2031
 LTIP - 11 April 2022     156,863                         Nil             April 2025                   April 2032
 LTIP - 16 October 2023   178,006                         Nil             October 2026                 October 2033

 

 Other connected parties (Advisers to Tribal Group plc):

 William Blair International, Limited: Nil holdings

 Investec Bank plc: Nil non-exempt holdings

 Singer Capital Markets: Nil non-exempt holdings

 

 

Other connected parties (Advisers to Tribal Group plc):

 

William Blair International, Limited: Nil holdings

Investec Bank plc: Nil non-exempt holdings

Singer Capital Markets: Nil non-exempt holdings

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"
 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  19/10/2023
 Contact name:        Diane McIntyre
 Telephone number:    0330 016 4000 (tel:01173115485)

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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