Tribal Group PLC Results of adjourned Court and General Meetings (3793W)

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                                  [phone] 
 Haris Chronopoulos 
 Investec Bank plc (Joint Financial Adviser, 
  NOMAD and Joint Broker to Tribal) 
  Virginia Bull 
  Nick Prowting 
  Carlo Spingardi 
  Tom Brookhouse                                  [phone] 
 Singer Capital Markets Advisory LLP (Joint 
  Broker to Tribal) 
  Shaun Dobson 
  Tom Salvesen 
  Alex Bond                                       [phone] 
 Alma Strategic Communications (PR Adviser 
  to Tribal) 
  Caroline Forde 
  Hannah Campbell                                 [phone] 
 

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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