REG - Tribe Technology PLC - Proposed cancellation of admission & Notice of GM
21/01/2025 07:00
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RNS Number : 0324U Tribe Technology PLC 21 January 2025
Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.
21 January 2025
Tribe Technology PLC
("Tribe Tech", the "Company" or the "Group")
Proposed cancellation of admission of the Ordinary Shares to trading on AIM
Proposed re-registration as a private limited company and adoption of New
Articles
and
Notice of General Meeting
Tribe Technology PLC (AIM: TRYB), a disruptive technology-first developer and
manufacturer of world-class autonomous mining equipment, announces the
proposed cancellation of admission of its Ordinary Shares to trading on AIM,
its proposed re-registration as a private limited company and the proposed
adoption of new articles of association.
Further to the Company's announcement on 19 December 2024, the Directors
consider that it is in the best interests of the Company and its Shareholders
taken as a whole to cancel the admission of the Ordinary Shares to trading on
AIM. A circular (the "Circular") will be sent to Shareholders today and will
shortly be available on the Company's website, www.tribetechgroup.com
(http://www.tribetechgroup.com/) , setting out the background to and reasons
for the Resolutions. Extracts from the Circular are set out, without material
amendment, below.
The Company is seeking Shareholder approval for the proposals at a general
meeting, to be convened for at 2:00 p.m. on 12 February 2025 at the offices
Allenby Capital Limited at 5th Floor, 5 St Helen's Place, London, EC3A 6AB.
Pursuant to Rule 41 of the AIM Rules, the Company through its nominated
adviser, Allenby Capital Limited, has notified the London Stock Exchange of
the date of the proposed Cancellation which is expected to become effective at
7.00 a.m. on 21 February 2025 if the Cancellation Resolution is passed at the
General Meeting.
The Cancellation is conditional upon the approval of not less than 75 per cent
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting.
-END-
For further information, please visit www.tribetechgroup.com
(http://www.tribetechgroup.com/) or contact:
Tribe Technology
PLC
via Tavistock
Preeti Mardia, Executive Chair
Allenby Capital Limited (Nominated Adviser and Joint
Broker)
+44 20 3328 5656
John Depasquale / Vivek Bhardwaj / Lauren Wright (Corporate Finance)
info@allenbycapital.com
(mailto:info@allenbycapital.com)
Tony Quirke / Joscelin Pinnington (Sales & Corporate Broking)
SP Angel Corporate Finance LLP (Joint
Broker)
+44 20 3470 0470
Richard Morrison / Charlie Bouverat (Corporate Finance)
Grant Barker (Sales and Corporate Broking)
Tavistock (Financial PR)
+44 20 7920 3150
Rebecca Hislaire / Saskia Sizen
tribetech@tavistock.co.uk
About Tribe Tech
Established in 2019, the Group was founded to create a safer, more efficient
work environment through the development of fully autonomous reverse
circulation drill rigs in the mining industry. The Group's core activities are
the development, in-house manufacturing, and sale of its autonomous RC Drill
Rigs incorporating its core proprietary intellectual property, the Tribe
Technology Drilling System ("TTDS").
EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Announcement of the proposed Cancellation and Re-registration 21 January 2025
Publication and posting of the Circular and the Form of Proxy 21 January 2025
Latest time for receipt of proxy appointments in respect of the General 2:00 p.m. on 10 February 2025
Meeting
General Meeting 2:00 p.m. on 12 February 2025
Announcement of result of General Meeting 12 February 2025
Last day of admission of the Ordinary Shares on AIM 20 February 2025
Cancellation 7.00 a.m. on 21 February 2025
Proposed commencement of Matched Bargain Facility 21 February 2025
Expected date of re-registration as a private company by 14 March 2025
Each of the dates in the above timetable is subject to change at the absolute
discretion of the Company. References to time in the Circular and in the Form
of Proxy are to UK time. Events listed in the above timetable following the
General Meeting are conditional on the Resolutions being passed at the
General Meeting without amendment. If any of the above times and/or
dates change, the revised time(s) and/or date(s) will be notified to
Shareholders by announcement through a Regulatory Information Service.
LETTER FROM THE EXECUTIVE CHAIR
1. Introduction
On 21 January 2025 the Company announced that the Board intended to seek
Shareholder approval for the voluntary cancellation of admission of the
Ordinary Shares to trading on AIM and the re-registration of the Company as a
private limited company. The Company also announced that in addition, the
Board intends, effective from the date of Re-registration, that the Company
will adopt new articles of association which are more appropriate for an
unquoted private limited company.
The Company is seeking Shareholder approval for the Cancellation and the
Re-registration including the adoption of new articles of association which
are more appropriate for an unquoted private limited company, at the General
Meeting, which has been convened for 2:00 p.m. on 12 February 2025 at the
offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London,
EC3A 6AB.
If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00 a.m. on 21
February 2025. The Cancellation Resolution is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of not less than 75 per cent. of the votes
cast (whether by Shareholders present in person or by proxy) at the General
Meeting.
The Company has received irrevocable undertakings from Shareholders, including
Mike Irvine and Derek Loughlin, representing approximately 1.27 per cent. of
the Company's issued share capital, to vote in favour of the Resolutions.
In accordance with Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of the date of the proposed Cancellation which is
expected to become effective at 7.00 a.m. on 21 February 2025.
The purpose of the Circular is to provide information on the background to and
reasons for the proposed Cancellation and the Re-registration; to explain the
consequences of the Cancellation and Re-registration; and to provide reasons
why the Directors unanimously consider the Resolutions to be in the best
interests of the Company and its Shareholders as a whole.
The Notice of General Meeting is set out on page 21 of the Circular.
2. Background to and reasons for the proposed Cancellation and
Re-registration (including the adoption of the New Articles)
Background information
The Ordinary Shares have been admitted to trading on AIM since the Company's
initial public offering in September 2023.
On 16 September 2024, the Company announced the arrival of its first
autonomous reverse circulation TTDS GC 700 drill rig from the manufacturing
site in Belfast, Northern Ireland, at the Australian Automation & Robotics
Precinct in Australia. The Company also announced, inter alia, that it would
now undertake additional system testing, integration with the Tribe Tech's
autonomous sample system, development of the software remote control systems
and test drilling of holes.
The Company subsequently announced on 1 October 2024 that, following
evaluation of the entire Drill Rig system, it had concluded that further
significant software development and systems integration work is required for
the Drill Rig's operations to meet the customer's specifications. It was also
announced at the time that, in order to complete the Drill Rig system,
additional resources will be required which would result in additional costs
for the Company. While the Company announced that it intends to take actions
to enable the Company to conserve costs for use towards its critical path
priorities, the Company confirmed that it was pursuing additional funding for
its near term working capital requirements.
On 25 October 2024, the Company announced, inter alia, that it continued to
explore potential sources of additional funding which might involve securing a
combination of equity and debt funding, and, as a result, was pre-emptively
seeking to obtain the requisite authorities to, inter alia, allot new Ordinary
Shares or grant rights to subscribe for or convert any securities into new
Ordinary Shares in order to facilitate such funding.
The Board remains in advanced discussions with potential providers of
additional funding, including certain Shareholders who remain supportive, to
enable the Company to progress its critical path priorities which focus on the
execution of the technical proof points for the first autonomous Drill Rig and
sample system product platform. In this regard, the Company has received a
non-binding term sheet from Beach Point Capital for a term loan facility of up
to £2.5 million. Related to the BPC Proposal the Company is also in advanced
discussions with certain institutional investors, including Shareholders, to
raise additional funding of up to £0.5 million through the issue of
convertible loan notes.
While there can be no certainty that final binding terms for either or both
elements of the Proposed Funding Arrangement will be agreed, nor as to the
timings or final terms of the Proposed Funding Arrangement, the Board
considers the Proposed Funding Arrangement to be the only current viable
funding route available to the Company to progress its critical path
priorities and ultimately complete the first Drill Rig. In reaching this
conclusion, the Board has considered the feasibility of raising additional
funding through other means. This has included, but was not limited to,
raising money through the issue of new Ordinary Shares through the public
markets. The Board has concluded that those other fundraising routes are
extremely challenging in the short to medium term. Consequently, the Board
believes that the ongoing viability of the Company is likely to be severely
negatively impacted in the event that the Board does not finalise and enter
into the Proposed Funding Arrangement.
While the final terms of the BPC Proposal remain to be agreed, the BPC
Proposal contains standard representations, warranties, covenants, indemnities
and events of default for a loan of its type. This includes ordinary course
financial covenants to be tested during the term of the facility. There are
also fees payable to the lender, including an arrangement fee, a prepayment
fee and an exit fee.
Proposed Cancellation and Re-registration
With the Board working towards finalising the Proposed Funding Arrangement,
the Board is cognisant of the importance of executing the technical proof
points for the first autonomous Drill Rig and sample system product platform
in relation to the overall viability of the Company's existing business
strategy. As a result, to best position the business to progress the critical
path priorities outlined above, the Board is required to reduce all further
non-essential costs where possible thereby maximising the utility of any
additional financial resources that the Company may receive.
The Board has assessed that the considerable cost of maintaining admission to
trading on AIM, including fees payable to its professional advisers, including
the nominated adviser and brokers, AIM fees payable to the London Stock
Exchange as well as the incremental legal, insurance, accounting and auditing
fees, along with the considerable amount of management time associated with
maintaining the Company's admission to trading on AIM are, in the Directors'
opinion, disproportionate to the benefits to the Company at this time.
The Board also believes that as an unquoted company it will have improved
access, if appropriate, to specialty investors which should benefit all
Shareholders.
Lastly, the Board believes that as an unquoted company not subject to the AIM
Rules and quoted company disclosure rules, it will be able to take and
implement strategic decisions more quickly than a company with publicly traded
shares. This will be advantageous in the Company's business development
discussions which may ultimately benefit the Company and Shareholders as a
whole.
Accordingly, the Board is seeking Shareholder approval for the Cancellation
and for the Re-registration. The Company has obtained irrevocable undertakings
for the Cancellation Resolution from Shareholders representing 1.27 per cent.
of the Company's current issued share capital. Further details are set out
below.
Following extensive consideration, the Board has unanimously concluded that
the proposed Cancellation and Re-registration (including the adoption of New
Articles) is in the best interests of the Company and its Shareholders as a
whole. If the Company does not proceed with Cancellation and Re-registration
(including the adoption of New Articles) the Board believes that the Company
is unlikely to be able to progress its critical path priorities, as outlined
above, even if the Company secures the Proposed Funding Arrangement. In
addition, in such circumstances, the Directors consider that it is highly
likely that the Company would be required to appoint an administrator or
liquidators in order to protect the interests of creditors. Accordingly, the
Directors consider that it is very important that Shareholders vote in favour
of the Resolutions.
3. Process for, and principal effects of, Cancellation
The Directors are aware that certain Shareholders may be unable, or unwilling,
to hold Ordinary Shares in a private limited company in the event that the
Cancellation is approved and becomes effective. Should the Cancellation become
effective, the Company has arranged for the Matched Bargain Facility with JP
Jenkins which would facilitate Shareholders buying and selling Ordinary Shares
on a matched bargain basis for a period of no less than 12 months following
Cancellation.
Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to notify
shareholders and to separately inform the London Stock Exchange of its
preferred cancellation date at least 20 clear Business Days prior to such
date. In accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention to cancel the Company's admission of
its Ordinary Shares to trading on AIM on 21 February 2025. Accordingly, if the
Cancellation Resolution is passed at the General Meeting, the Cancellation
will become effective at 7.00 a.m. on 21 February 2025.
If the Cancellation becomes effective, Allenby Capital will cease to be the
nominated adviser of the Company pursuant to the AIM Rules and the Company
will no longer be required to comply with the AIM Rules. However, the Company
will, for a period, remain subject to the Takeover Code, as set out below.
Under the AIM Rules, it is a requirement that the Cancellation must be
approved via a special resolution by not less than 75 per cent. of votes cast
(by proxy or in person) at the General Meeting. Accordingly, the Notice of
General Meeting set out at the end of the Circular contains the Cancellation
Resolution.
The principal effects of the Cancellation will include the following:
· there will be no formal market mechanism enabling Shareholders to
trade in the Ordinary Shares (other than any limited off-market mechanism
provided by the Matched Bargain Facility);
· there will be no formal market quote or live pricing for the
Ordinary Shares, therefore it may be more difficult to sell Ordinary Shares
or for Shareholders to determine the market value of their investment in the
Company, compared to shares of companies admitted to trading on AIM (or any
other recognised market or trading exchange);
· the liquidity and marketability of the Ordinary Shares under the
Matched Bargain Facility will be significantly reduced and their value
adversely affected (however the Directors believe that the liquidity in the
Ordinary Shares is currently, and has recently been in any event, limited);
· the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover Code for a period of
time (see below for more details);
· Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seek
shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business, including
certain types of acquisitions and disposals;
· the levels of disclosure and corporate governance within the
Company will not be as stringent as for a company quoted on AIM;
· the Company will no longer be subject to UK MAR regulating inside
information and other matters;
· the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;
· Allenby Capital will cease to be nominated adviser and broker to
the Company for the purpose of the AIM Rules;
· whilst the Company's CREST facility will remain in place post the
Cancellation and it is anticipated that this will be maintained for at least
12 months, the Company's CREST facility may be cancelled in the future and,
although the Ordinary Shares will remain transferable, they may cease to be
transferable through CREST (in which case, Shareholders who hold Ordinary
Shares in CREST will receive share certificates);
· stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and
· the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.
The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in Northern Ireland in accordance with, and subject to
the Companies Act, notwithstanding the Cancellation and Re-registration.
The Resolutions to be proposed at the General Meeting include the adoption of
the New Articles, with effect from the Re-registration. A summary of the
principal differences between the Current Articles and the proposed New
Articles is included in Part II of the Circular. A copy of the New Articles is
also set out at the end of the Circular and can also be viewed at
www.tribetechgroup.com (https://www.proton-motor.com/en/) .
4. Transactions in the Ordinary Shares prior to and post Cancellation
Prior to the Cancellation
On 2 January 2025 the Company's Ordinary Shares were suspended from trading on
AIM pending publication of its annual audited accounts for the year ended 30
June 2024. The Board will not be in a position to publish the Company's annual
audited accounts for the year ended 30 June 2024 prior to the date of
Cancellation. Accordingly, the Ordinary Shares will remain suspended from
trading on AIM prior to the date of Cancellation. Following Cancellation
becoming effective, Shareholders will hold Ordinary Shares in a private
limited company that is not quoted.
Dealing and settlement arrangements post the Cancellation
The Directors are aware that Shareholders may wish to acquire or dispose of
Ordinary Shares in the Company following the Cancellation. Should the
Cancellation Resolution be approved by Shareholders at the General Meeting,
the Company has arranged the Matched Bargain Facility and has appointed JP
Jenkins (a trading name of InfinitX Limited and an appointed representative of
Prosper Capital LLP, which is authorised and regulated by the FCA) to
facilitate trading in the Ordinary Shares.
Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker.
Shareholders will continue to be able to hold their shares in uncertificated
form (i.e. in CREST) and should check with their existing stockbroker whether
they are willing or able to trade in unquoted shares.
Should the Cancellation become effective and the Company establishes the
Matched Bargain Facility, full details will be made available to Shareholders
on the Company's website at https://tribetechgroup.com/
(https://tribetechgroup.com/) and directly by letter or e-mail (where
appropriate).
It is intended that the Matched Bargain Facility will operate for a minimum of
twelve months after Cancellation. The Directors' current intention is that it
will continue beyond that time. However, Shareholders should note that there
can be no guarantee that the Matched Bargain Facility will operate beyond 12
months after the Cancellation and that it could be withdrawn, consequently
inhibiting the ability to trade the Ordinary Shares. Further details will be
communicated to the Company's Shareholders at the relevant time.
There can be no guarantee as to the level of the liquidity or marketability of
the Ordinary Shares under the Matched Bargain Facility, or the level of
difficultly for Shareholders seeking to realise their investment under the
Matched Bargain Facility.
As noted above, in the event that Shareholders approve the Cancellation, it is
anticipated that the last day of admission of the Ordinary Shares on AIM will
be 20 February 2025 and that the effective date of the Cancellation will be 21
February 2025.
5. Process for the Re-registration
Following Cancellation, the Directors believe that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more
flexible requirements and lower costs associated with private limited company
status. It is therefore proposed to re-register the Company as a private
limited company. In connection with, and with effect from, the
Re-registration, it is proposed that New Articles be adopted to reflect the
change in the Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles on the
rights and obligations of Shareholders and the Company are summarised in Part
II of the Circular.
Under the Companies Act 2006, the Re-registration and the adoption of the New
Articles must be approved by not less than a 75 per cent. majority of the
votes cast at the General Meeting. Accordingly, the Notice of General Meeting
contains the Re-registration Resolution which will be proposed as a special
resolution.
Subject to, and conditional upon, the Cancellation and the passing of the
Re-registration Resolution, an application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on Re-registration. The Registrar of Companies
will issue the certificate of incorporation on Re-registration when it is
satisfied that no valid application can be made to cancel the Re-registration
Resolution or that any such application to cancel the Re-registration
Resolution has been determined and rejected by the Court. The New Articles
will be adopted with effect from the time at which the Re-registration becomes
effective.
6. The Takeover Code
The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore applies to the Company as its securities are admitted to trading on
AIM, which is a UK multilateral trading facility.
The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the two years prior to the relevant date.
Accordingly, if the Cancellation and the Re-registration is approved by
Shareholders at the General Meeting and becomes effective, the Takeover Code
will continue to apply to the Company for a period of two years after the
Cancellation and the Re-registration, following which the Takeover Code will
cease to apply to the Company.
While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:
· a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or
· a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.
Brief details of the Panel and the protections afforded by the Takeover Code
(which will cease to apply two years following the Cancellation and the
Re-registration) are set out in Part III of the Circular.
7. Options and warrants
The rights of certain persons who hold options and warrants over Ordinary
Shares will be unaffected by the proposed Cancellation and Re-registration.
8. Shareholder support
The Company has received irrevocable undertakings from Shareholders, including
certain of the Directors who are shareholders, holding in aggregate 3,075,347
Ordinary Shares (representing approximately 1.27 per cent. of the existing
issued ordinary share capital of the Company) to vote in favour or the
Resolutions. They have therefore irrevocably undertaken to vote in favour of
the Resolutions.
9. General Meeting
The notice convening the General Meeting to be held at the offices of Allenby
Capital Limited, 5th Floor, 5 St Helen's Place, London, EC3A 6AB at 2:00 p.m.
on 12 February 2025 is set out on page 21 of the Circular.
Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.
Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
General Meeting is a special resolution to re-register the Company as a
private limited company and to approve the adoption by the Company of the New
Articles.
DEFINTIONS
"AIM" AIM, the market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and joint broker
pursuant to the AIM Rules;
"BPC" or "Beach Point Capital" BPC UK Lending DAC;
"BPC Proposal" non-binding term sheet from Beach Point Capital for a term loan facility of up
to £2.5 million to be made available to the Company;
"Business Day" a day (excluding Saturdays, Sundays and public holidays in England and Wales)
on which banks are generally open for the transaction of normal banking
business in London;
"Cancellation" the cancellation of the admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules;
"Cancellation Resolution" Resolution 1 as set out in the Notice of General Meeting;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Company" or "Tribe Tech" Tribe Technology Plc;
"Convertible Loan Notes" the convertible loan notes it is proposed to be issued to raise additional
funding of up to £0.5 million;
"CREST" the system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International in
accordance with the CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
"Current Articles" the existing articles of association of the Company adopted on 21 July 2023;
"Directors" or "Board" the directors of the Company, each a "Director";
"Disclosure Guidance and Transparency Rules" the disclosure rules and transparency rules made by the UK Financial Conduct
Authority pursuant to section 73A of the Financial Services and Markets Act
2000;
"Document" this document, containing information regarding the Cancellation, the
Re-registration, the adoption of the New Articles and the General Meeting;
"Drill Rig" TTDS GC 700 drill rig;
"Equiniti" Equiniti Limited;
"Euroclear UK & International" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 241,537,176 existing Ordinary Shares in the capital of the Company as at
the date of this Document;
"Form of Proxy" the form of proxy for use at the General Meeting which accompanies this
Document;
"General Meeting" or "GM" the general meeting of Shareholders to be held at the offices of Allenby
Capital Limited, 5th Floor, 5 St Helen's Place, London, EC3A 6AB at 2:00 p.m.
on 12 February 2025;
"Group" Tribe Tech and its subsidiary undertakings (as such term is defined in
section 1162 of the Companies Act) from time to time;
"JP Jenkins" a trading name of InfinitX Limited and is an appointed representative of
Prosper Capital LLP, which is authorised and regulated by the FCA;
"London Stock Exchange" London Stock Exchange plc;
"Matched Bargain Facility" the unregulated matched bargain trading facility to be provided by JP Jenkins,
with whom the Company has entered into an agreement, conditional upon the
passing of the Cancellation Resolution, to implement a mechanism for the
trading of the Ordinary Shares following Cancellation;
"New Articles" the new articles of association of the Company proposed to be adopted pursuant
to Resolution 2 to be proposed at the General Meeting (the principal
differences between the Current Articles and the proposed New Articles being
summarised in Part II of this Document) a copy of which is attached to this
Document and can also be viewed at www.tribetechgroup.com
(https://www.proton-motor.com/en/) ;
"Notice of General Meeting" the notice of General Meeting set out on page 21 of this Document;
"Ordinary Shares" the ordinary shares of 0.05p each in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Proposed Funding Arrangement" together the BPC Proposal and the issue of the Convertible Loan Notes;
"Registrars" Equiniti;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Re-registration" the proposed re-registration of the Company as a private limited company;
"Re-registration Resolution" Resolution 2 as set out in the Notice of General Meeting;
"Resolutions" the resolutions set out in the Notice of General Meeting to be proposed at the
General Meeting;
"Takeover Code" the City Code on Takeovers and Mergers published by the Panel;
"Shareholder(s)" holder(s) of Ordinary Shares;
"UK MAR" Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse to the extent that it forms part of the domestic
law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time); and
"£", "pence" or "p" the lawful currency of the United Kingdom.
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. END UPDEAFFEAEESEAARecent news on Tribe Technology
See all newsREG - AIM Tribe Technology PLC - Cancellation - Tribe Technology PLC
AnnouncementREG - Tribe Technology PLC - Result of General Meeting
AnnouncementREG - Tribe Technology PLC - Proposed cancellation of admission & Notice of GM
AnnouncementREG - AIM Tribe Technology PLC - Suspension - Tribe Technology plc
AnnouncementREG - Tribe Technology PLC Premier Miton Group - Holding(s) in Company
Announcement