REG - Tribal Group PLC Ellucian - Publication and posting of Scheme Document

TribalAnnouncement

01/11/2023 13:15

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RNS Number : 0786S  Tribal Group PLC  01 November 2023

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

 

( )

1 November 2023

RECOMMENDED CASH ACQUISITION

of

Tribal Group Plc

by

Tiger Bidco 1 Ltd

(a newly formed company indirectly owned by Ellucian Company, L.P.)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Publication and posting of Scheme Document

 

On 5 October 2023, the boards of Tiger Bidco 1 Ltd ("Bidco") and Tribal Group
plc ("Tribal") announced that they had reached agreement on the terms of a
recommended cash offer by Bidco to acquire the entire issued and to be issued
share capital of Tribal (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").

Tribal is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), setting out, amongst other things, a letter from the Chair
of Tribal, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting and details of the actions to be taken by Tribal Shareholders, has
been published today on Tribal's website (subject to certain restrictions to
persons resident in Restricted Jurisdictions) at
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) .

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and General Meeting are being sent to Tribal Shareholders and (for information
purposes only) to persons with information rights.

Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Scheme Document. Copies of
this Announcement and the Scheme Document will be available free of charge
(subject to certain restrictions relating to persons in Restricted
Jurisdictions) on Tribal's website at
https://www.tribalgroup.com/investors/offer
(https://www.tribalgroup.com/investors/offer) up to and including the
Effective Date. The content of this website is not incorporated into, and does
not form part of, this Announcement.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the
Conditions. To become effective, the Scheme requires, among other things, that
the requisite majorities of Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and that the requisite majorities of Tribal Shareholders
vote in favour of the Special Resolution. Notices convening the Court Meeting
and the General Meeting for 10.00 a.m. and 10.15 a.m. respectively on 27
November 2023 (or, in respect of the General Meeting, as soon thereafter as
the Court Meeting is concluded or adjourned), to be held at the offices of
Investec Bank plc, 30 Gresham Street, London EC2V 7QP are set out in the
Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the
Scheme Document. It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied that there
is a fair and reasonable representation of Scheme Shareholder opinion. Tribal
Shareholders are therefore strongly urged to complete, sign and return their
Forms of Proxy or appoint a proxy electronically, as soon as possible.

Recommendation

The Tribal Directors, who have been so advised by William Blair as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Tribal Directors,
William Blair has taken into account the commercial assessments of the Tribal
Directors. William Blair is providing independent financial advice to the
Tribal Directors for the purposes of Rule 3 of the City Code on Takeovers and
Mergers ("Code").

Accordingly, the Tribal Directors unanimously recommend that Tribal
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, as the Tribal Directors who
hold Tribal Shares have irrevocably undertaken to do in respect of their own
beneficial holdings.

Tribal Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of
the Scheme is set out below and in the Scheme Document. If any of the key
dates set out in the expected timetable changes, an announcement will be made
through a Regulatory Information Service. The Acquisition is now expected to
complete in the first quarter of 2024. All times shown in this Announcement
are references to London time unless otherwise stated.

 Event                                                                            Time and/or date
 Publication of the Scheme Document . . . . . . . . .  . . .. . . . . . .  .      1 November 2023
 .
 Latest time for lodging Forms of Proxy for the:

           Court Meeting (BLUE form) . . . . . . . . . . . . . . . . .            10.00 a.m. on 23 November 2023((1))
 . . . .
           General Meeting (WHITE form) . . . . . . . . . . . . . . .             10.15 a.m. on 23 November 2023((2))
 . . .
 Voting Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.30 p.m. on 23 November 2023((3))
 . . . . .
 Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10.00 a.m. on 27 November 2023
 . . . . . . .
 General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10.15 a.m. on 27 November 2023((4))
 . . . . . .

The following dates are indicative only and are subject to change((5))

 Sanction Hearing (to sanction the Scheme). . . . . . . . . . . . . . . . . .     A date no later than 21 days after the satisfaction (or, if applicable,
 .                                                                                waiver) of the Conditions (other than Condition 2(c)), satisfaction of such
                                                                                  Conditions being expected to occur in the first quarter of 2024 (and, in any
                                                                                  event, prior to the Long Stop Date) ("D")
 Last day of dealings in, and for the registration of transfers of Tribal
 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

 . . . . . . . . . . . . .                                                        D+1 Business Day
 Scheme Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6:00 p.m. on D+1 Business Day
 . . . . . . .
 Disablement of CREST in respect of Tribal Shares. . . . . . . . . . . . . .      6:00 p.m. on D+1 Business Day
 Suspension of listing of, and dealings in, Tribal Shares on AIM . . .            by 7:30 a.m. on D+2 Business Days
 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   D+2 Business Days ((6))
 . . . . . . . . . .
 Cancellation of admission to trading of Tribal Shares on AIM . . . . .           by 7:30 a.m. on the next Business Day after the Effective Date
 Latest date for dispatch of cheques and crediting of CREST accounts due under
 the Scheme . . . . . . . . . . . . . . . . . . . . . .  . . . . . .  . . . .

 . . .                                                                            within 14 days of the Effective Date
 Long Stop Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5 April 2024 ((7))
 . . . . . . . . . .

_____________________

(1)           It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 10.00 a.m. on 23 November 2023 or, if the
Court Meeting is adjourned, 48 hours prior to the time and date set for any
adjourned Court Meeting (excluding any part of such 48-hour period falling on
a non-working day). If the BLUE Form of Proxy for the Court Meeting is not
returned by such time, it may be handed to a representative of Link Group, on
behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting
before the start of the Court Meeting (or any adjournment of it) and it will
be valid.

(2)           In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be lodged not later than 10.15 a.m. on 23 November 2023
or, if the General Meeting is adjourned, 48 hours prior to the time and date
set for any adjourned General Meeting (excluding any part of such 48-hour
period falling on a non-working day).

(3)           If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.30 p.m. on the date which is two days (excluding non-working days) prior to
the date set for such adjourned Meeting.

(4)           To commence at 10.15 a.m. or as soon thereafter as the
Court Meeting shall have concluded or adjourned.

(5)           These dates are indicative only and will depend, among
other things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies. Tribal will give
adequate notice of all of these dates and times, when known, by promptly
issuing an announcement through a Regulatory Information Service, with such
announcement being made available on Tribal's website at
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) . Participants in the Tribal
Share Plans will be contacted separately to inform them of the effect of the
Scheme on their rights under the Tribal Share Plans, including details of any
appropriate proposals being made and dates and times relevant to them.

(6)           Following sanction of the Scheme by the Court, the
Scheme will become Effective in accordance with its terms upon a copy of the
Court Order being delivered to the Registrar of Companies. This is presently
to occur two Business Days after the date of the Sanction Hearing.

(7)           This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
Tribal and Bidco may agree in writing (with the Takeover Panel's consent and
as the Court may approve (should such approval be required)).

Cancellation of admission of Tribal Shares to trading on AIM

Before the Scheme becoming Effective, it is intended that applications will be
made to the London Stock Exchange for the cancellation of trading of the
Tribal Shares on AIM, with effect on or shortly after the Effective Date. The
last day of dealings in Tribal Shares on AIM is expected to be the Business
Day immediately prior to the Effective Date and it is expected that no
transfers of Tribal Shares will be registered after 6.00 p.m. (London time) on
that day (other than the registration of Tribal Shares released, transferred
or issued under the Tribal Share Plans). These dates will depend, among other
things, on the date on which the Court sanctions the Scheme. A further
announcement will be made in the event that any of these dates change.

Shareholder Helpline

If you have any questions relating to this Announcement, the Scheme Document
or the completion and return of the Forms of Proxy, please contact the
Shareholder Helpline, operated by Tribal's Registrar, Link Group, by calling
0371 664 0321 (or +44 (0) 371 664 0321 if calling from outside the UK). Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The Shareholder Helpline is open between 9.00 a.m. and 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Different charges
may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Please note the
Shareholder Helpline cannot provide advice on the merits of the Acquisition or
the Scheme nor give any financial, investment, legal or tax advice.

The person responsible for arranging release of this Announcement on behalf of
Tribal is Diane McIntyre, Company Secretary.

Enquiries:

 Tribal                                                                         Enquiries via Alma

 Richard Last, Chairman

 Mark Pickett, Chief Executive Officer

 Diane McIntyre, Chief Financial Officer
 William Blair International, Limited (Lead Financial Adviser and Rule 3        +44 20 7868 4440
 Adviser to Tribal)

 Dominic Emery

 Hanan Lee

 Tanya Sazonova

 Henry Nicholls
 Haris Chronopoulos
 Investec Bank plc (Joint Financial Adviser, NOMAD and Joint Broker to Tribal)  +44 20 7597 5970

 Virginia Bull

 Nick Prowting

 Carlo Spingardi

 Tom Brookhouse
 Singer Capital Markets Advisory LLP (Joint Broker to Tribal)                   +44 20 7496 3000

 Shaun Dobson

 Tom Salvesen

 Alex Bond
 Alma (PR Adviser to Tribal)                                                    +44 20 3405 0205

 Caroline Forde

 Hannah Campbell
 Ellucian                                                                       +1 703 259 2854

 Laura Ipsen, President and Chief Executive Officer

 Jeff Dinski, Chief Strategy & Corporate Development Officer

 Jim Bennett, Chief Legal Officer

 Lindsay Stanley, Senior Director, Communications
 BofA Securities (Lead Financial Adviser to Ellucian and Bidco)                 +44 20 7628 1000

 Geoff Iles

 David Lloyd

 Jack Williams

 Douglas Solomon

 

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and
Bidco.

 

Taylor Wessing LLP is acting as legal adviser to Tribal.

 

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian
and Bidco.

 

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

 

 

Important Notices

William Blair International, Limited ("William Blair"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting exclusively for Tribal and no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than Tribal for providing the protections afforded to the clients of
William Blair, or for providing advice in connection with the subject matter
of this Announcement. Neither William Blair nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of William Blair in
connection with the subject matter of this Announcement, any statement
contained herein or otherwise.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority ("PRA") and regulated in the UK by the FCA
and the PRA, is acting exclusively for Tribal and no one else in connection
with the subject matter of this Announcements and shall not be responsible to
anyone other than Tribal for providing the protections afforded to clients of
Investec, nor for providing advice in connection with the Acquisition or any
matter referred to herein. Neither Investec nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Investec in
connection with the subject matter of this Announcement, any statement
contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the UK by the FCA, is acting exclusively for
Tribal and no one else in connection with the subject matter of this
Announcement and shall not be responsible to anyone other than Tribal for
providing the protections afforded to clients of Singer Capital Markets, nor
for providing advice in connection with the Acquisition or any matter referred
to herein. Neither Singer Capital Markets nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Singer Capital
Markets in connection with the subject matter of this Announcement, any
statement contained herein or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Ellucian and Bidco and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Ellucian and
Bidco for providing the protections afforded to its clients or for providing
advice in connection with the Acquisition. Neither BofA Securities, nor any of
its affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BofA Securities in
connection with the Acquisition, this Announcement, any statement contained
herein or otherwise.

RBC Capital Markets, LLC (trading as "RBC Capital Markets"), is acting
exclusively for Ellucian and Bidco and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than Ellucian and Bidco for providing the protections afforded to its
clients or for providing advice in connection with the Acquisition. Neither
RBC Capital Markets, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of RBC Capital Markets in connection with the Acquisition, this
Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Tribal in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer
document).

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The release, publication or distribution of this Announcement or the Scheme
Document in or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession this
Announcement or the Scheme Document comes should inform themselves of, and
observe such restrictions.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement, the Scheme
Document and all documents relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this Announcement, the
Scheme Document and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to Tribal Shareholders who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves of, and
observe, any applicable requirements. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Tribal Shares at the
Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their Tribal Shares in respect of the Court Meeting
or the General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the Code,
the Takeover Panel, the London Stock Exchange, the FCA, the AIM Rules and the
Registrar of Companies. Further details in relation to Overseas Shareholders
are contained in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the offer document).

Additional information for U.S. investors in Tribal

Tribal Shareholders in the United States should note that the Acquisition
relates to the securities of an English company and is proposed to be effected
by means of a scheme of arrangement under English law. This Announcement, the
Scheme Document and certain other documents relating to the Acquisition have
been or will be prepared in accordance with English law, the Code and UK
disclosure requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the United
States tender offer and proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, the Acquisition
will be made in compliance with applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act.

Tribal's financial statements, and all financial information that is included
in this Announcement, the Scheme Document, or any other documents relating to
the Acquisition, have been or will be prepared in accordance with IFRS and may
not be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles.

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Tribal Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Bidco and Tribal are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, (to the extent applicable) Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Tribal outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act, BofA Securities
will continue to act as an exempt principal trader in Tribal shares on the
London Stock Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed in the United Kingdom, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.

Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this Announcement or the Scheme
Document. Any representation to the contrary is a criminal offence in the
United States.

Forward-Looking Statements

This Announcement and the Scheme Document may contain certain "forward-looking
statements" with respect to Tribal, Ellucian and Bidco. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words or terms
of similar meaning or the negative thereof. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies of Ellucian and/or Bidco and the expansion
and growth of Tribal and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on the business of Tribal.

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.

None of Ellucian, Bidco or Tribal, nor any of their respective associates,
directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement or the Scheme Document
will actually occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to
Ellucian, Bidco or Tribal or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this Announcement or the Scheme Document. Bidco, Ellucian and
Tribal assume no obligation to update publicly or revise forward-looking or
other statements contained in this Announcement or the Scheme Document,
whether as a result of new information, future events or otherwise, except to
the extent legally required.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Takeover Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Bidco's website at
www.ellucian.com/investors/cash-offer
(http://www.ellucian.com/investors/cash-offer) and Tribal's website at
www.tribalgroup.com/investors/offer
(http://www.tribalgroup.com/investors/offer) by no later than 12 noon (London
time) on the Business Day following this Announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks is incorporated by reference or forms part of this
Announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement or the Scheme Document is intended as a
profit forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement or the Scheme Document should be
interpreted to mean that earnings or earnings per share for Tribal for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Tribal.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Tribal Shareholders, persons with
information rights and participants in Tribal Share Plans may request a hard
copy of this announcement by contacting Tribal's registrars, Link Group,
during business hours on 0371 664 0321 (or +44 (0) 371 664 0321 if calling
from outside the UK) or at Central Square, 29 Wellington Street, Leeds LS1
4DL. For persons who receive a copy of this announcement in electronic form or
via a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. Calls made to Link Group are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales). Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Tribal Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Tribal may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel, to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued share capital of Tribal as an alternative to the Scheme. In such
an event, the Takeover Offer will be implemented on the same terms or, if
Bidco so decides, on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part 3 (Conditions to
and further terms of the Scheme and the Acquisition) of the Scheme Document.

General

If the Acquisition is effected by way of a Takeover Offer, and such a Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire
compulsorily the remaining Tribal Shares in respect of which the Takeover
Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than
under any Takeover Offer or the Scheme, including pursuant to privately
negotiated purchases.

 

 

 

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