Acquisition

Tribal Group PLC 11 February 2002 Tribal Group plc ('Tribal Group' or the 'Company') Acquisitions of FD Learning Limited ('FDL') and Hipkins Associates Limited ('Hipkins') Tribal Group, the provider of professional support services to the UK public sector, is pleased to announce the acquisitions of FDL and Hipkins. FDL FDL is a leading provider of IT solutions to the post-16 education and training market. Its principal focus is the further education sector ('FE'), although it is increasingly working in higher education and with local authorities. FDL currently has contracts with approximately one quarter of the 450 FE colleges in England and Wales, providing a range of information and service solutions that include a number of long term managed service contracts. FDL is also one of the leading developers of online learning in the UK education sector. It has been closely involved in the development of learndirect, the e-learning network created by Ufi Limited, the organisation bringing about the government's concept of 'university for industry'. learndirect can be accessed via a network of over 1,400 learndirect centres in England, Wales and Northern Ireland and through e-learning facilities based in the workplace. The acquisition of FDL further consolidates Tribal Group's position as one of the leading providers of support services to the FE sector, and also strengthens Tribal Group's training and e-learning capabilities. FDL's business was established in 1980 and it has worked with Tribal Group companies for several years. It has a reputation for excellent technical ability and customer service. FDL is based in Sheffield and employs approximately 120 people. Tribal Group has purchased 99.3 per cent. of the ordinary share capital of FDL, with the balance of 0.7 per cent. being retained by the FDL management. In the year ended 31 May 2001, FDL achieved an operating profit of £1,229,000 on turnover of £7,242,000, after writing off all research and development costs. On the basis of management accounts for the six months ended 30 November 2001, FDL achieved an operating profit of £519,000 on turnover of £4,116,000. The initial consideration of £7.4 million is to be satisfied by: - £6.9 in bank guaranteed loan notes; and - £0.5 in cash. At completion, FDL had cash balances of approximately £0.5 million. Further consideration of £1.0 million (the 'Further Consideration') will be paid on FDL achieving certain specified performance criteria. The Further Consideration will be satisfied by the issue of bank guaranteed loan notes. Deferred consideration of £4.0 million (or £5.0 million in the event that the Further Consideration does not become payable) (the 'Deferred Consideration') will be paid provided the operating profit of FDL for the 16 months ending 31 May 2003 (the 'Operating Profit') is not less than £2.0 million. For every £1 by which the Operating Profit falls below £2.0 million, the Deferred Consideration will be reduced by £6. Thirty per cent. of the Deferred Consideration will be satisfied by the issue of new Tribal Group shares and the balance of 70 per cent. by the issue of bank guaranteed loan notes or, at the vendors' option, new Tribal Group shares. Hipkins Tribal Group is also pleased to announce the acquisition of 100 per cent. of the issued share capital of Hipkins. Hipkins provides quantity surveying and related property services, primarily to the education sector. It works closely with Tribal Property Services and will form part of that division's activities. In the year ended 31 May 2001, Hipkins achieved a normalised operating profit of £147,000 on turnover of £413,000. In the six months ended 30 November 2001, Hipkins achieved a normalised operating profit of £79,000 on turnover of £272,000. The consideration of £700,000 will be satisfied by the issue of £300,000 of bank guaranteed loan notes and the issue of 126,296 new Tribal Group shares ('New Tribal Group Shares'). Application has been made for admission of the New Tribal Group Shares to trading on the Alternative Investment Market of the London Stock Exchange ('AIM'). It is expected that the New Tribal Group Shares will commence trading on AIM on 22 February 2002. The New Tribal Group Shares will rank pari passu in all respects with the existing ordinary shares of the Company. Commenting on the acquisitions, Henry Pitman, Chief Executive of Tribal Group, said: 'I am delighted that FDL and Hipkins are joining Tribal Group. The acquisition of FDL has considerably strengthened the IT capacity within the Group and has further confirmed our position as one of the leading providers of support services to the FE market. We believe that, as part of Tribal Group, FDL will be able to accelerate its growth in the education and other public sector markets. Already, working with Tribal Group, FDL has won a significant managed service contract in the FE sector. We see many other opportunities for FDL to work with Tribal Group businesses offering customers an integrated package of services. The acquisition of Hipkins will complement and strengthen the activities of Tribal Property Services and will allow us to provide our education customers with a more comprehensive range of property services.' For further information contact: Henry Pitman, Chief Executive - Tribal Group plc - 01386 702900 Nick Naylor, Baird - 020 7667 8419 END This information is provided by RNS The company news service from the London Stock Exchange

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