TIDMTRB
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
RECOMMED 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 Number % of Number of % of Number
of Court of Scheme Scheme Scheme Scheme of
Meeting Shareholders Shareholders Shares Shares Scheme
present present present and present Shares
and voting and voting voting in and voted
in person in person person or voting as a
or by proxy or by by proxy in % of
proxy person the
* or by issued
proxy* 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 % of Shares present % of Shares
present and and voting in present
voting in person person or by proxy* and voting
or by proxy 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 Adviser
to Tribal)
Dominic Emery
Hanan Lee
Tanya Sazonova
Henry Nicholls +44 20 7868 4440
Haris Chronopoulos
Investec Bank plc (Joint Financial Adviser,
NOMAD and Joint Broker to Tribal)
Virginia Bull
Nick Prowting
Carlo Spingardi
Tom Brookhouse +44 20 7597 5970
Singer Capital Markets Advisory LLP (Joint
Broker to Tribal)
Shaun Dobson
Tom Salvesen
Alex Bond +44 20 7496 3000
Alma Strategic Communications (PR Adviser
to Tribal)
Caroline Forde
Hannah Campbell +44 20 3405 0205
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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END
OUPFFMFLFEDSEIE
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