REG - Tribal Group PLC - Results of adjourned Court and General Meetings

TribalAnnouncement

11/12/2023 15:00

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RNS Number : 3793W  Tribal Group PLC  11 December 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.

FOR IMMEDIATE RELEASE

11 December 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

Results of adjourned Court Meeting and adjourned General Meeting and Lapsing
of Scheme

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 to be made by Bidco to acquire the entire issued and to
be issued share capital of Tribal to be effected by means of a Court
sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies
Act 2006 (the "Acquisition").

On 1 November 2023, Tribal published and posted a circular to Tribal
Shareholders (the "Scheme Document"), setting out, amongst other things, the
background to, the terms of, and the reasons for the Tribal Board
recommending, the Acquisition. The Scheme Document also contained, amongst
other things, the Scheme and notices of the Court Meeting and the General
Meeting, which were convened for 27 November 2023. At the meetings held on 27
November 2023, both the Court Meeting and General Meeting were adjourned until
12.00 p.m and 12.15 p.m today, respectively.

Earlier today, Tribal convened the adjourned Court Meeting and adjourned
General Meeting in connection with the Acquisition.

At the adjourned Court Meeting, 135 out of 147 Scheme Shareholders present and
voting (whether in person or by proxy) voted in favour of the Scheme,
representing 68.29 per cent. in value of the Scheme Shares. While the majority
of Scheme Shareholders voting and present at the Court Meeting voted in favour
of the Scheme, this did not meet the requirement that Scheme Shareholders
voting and present at the Court Meeting representing 75 per cent. or more in
value of the Scheme Shares held by such Scheme Shareholders must vote in
favour of the Scheme.

At the adjourned General Meeting, 68.48 per cent. of the Tribal Shareholders
present and voting (whether in person or by proxy) voted in favour of the
Special Resolution, which was below the minimum threshold (75 per cent. of
those shares voted) needed to approve the Special Resolution.

Further details of the voting results for the adjourned Court Meeting and
adjourned General Meeting are set out below.

Accordingly, certain of the conditions to the Scheme have not been satisfied
and the Scheme has lapsed.

The Court Hearing to sanction the Scheme, which was expected to be held in the
first quarter of 2024, will now not take place.

As a result, Tribal is no longer in an offer period as defined by the City
Code on Takeovers and Mergers (the "Code").

Voting results of the Court Meeting

The table below sets out the results of the poll at the adjourned Court
Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled
to one vote per Scheme Share held at the Voting Record Time.

 Results of Court Meeting  Number of Scheme Shareholders present and voting in person or by proxy  % of Scheme Shareholders present and voting in person or by proxy *  Number of Scheme Shares present and voting in person or by proxy  % of Scheme Shares present and voting in person or by proxy*  Number of Scheme Shares voted as a % of the issued ordinary share capital*
 FOR                       135                                                                     91.84%                                                               130,317,260                                                       68.29%                                                        61.41%
 AGAINST                   12                                                                      8.16%                                                                60,523,443                                                        31.71%                                                        28.52%
 TOTAL                     147                                                                     100%                                                                 190,840,703                                                       100%                                                          89.93%

 

*Rounded to two decimal places

Voting results of the General Meeting

The table below sets out the results of the poll at the adjourned General
Meeting. Each Tribal Shareholder, present in person or by proxy, was entitled
to one vote per Tribal Share held at the Voting Record Time.

 Special Resolution  Number of Shares present and voting in person or by proxy  % of Shares present and voting in person or by proxy*  % of Shares present and voting in person or by proxy as a % of the issued
                                                                                                                                       ordinary share capital*
 FOR                 131,463,019                                                68.48%                                                 61.95%
 AGAINST             60,517,183                                                 31.52%                                                 28.52%
 TOTAL               191,980,202                                                100%                                                   90.46%
 WITHHELD**          3,613                                                      0.002%                                                 0.002%

 

* Rounded to two decimal places

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the Special Resolution

The total number of Tribal Shares in issue at the Voting Record Time was
212,221,746. Tribal does not hold any ordinary shares in treasury.
Consequently, the total number of voting rights in Tribal at the Voting Record
Time was 212,221,746.

Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the Scheme Document published on 1 November 2023 in
relation to the Acquisition.

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 Strategic Communications (PR Adviser to Tribal)                           +44 20 3405 0205

 Caroline Forde

 Hannah Campbell

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.

 

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