Purchase of Minority Interest
Tribal Group PLC
24 May 2005
Tribal Group plc
Tribal Group plc ('Tribal' or the 'Group') announces the acquisition of minority
interests in two of the Group's subsidiaries, the crystallisation of certain
earn-out arrangements and an application to admit shares for listing as part of
the satisfaction of certain further consideration obligations. These actions
are part of Tribal's programme to simplify its corporate structure and will also
facilitate the completion of the divisionalisation of its group.
1. Acquisition of minority interests.
Tribal has today agreed to purchase all of the minority shareholdings in its
subsidiaries Tribal Technology Limited ('Tribal Technology') and Tribal
Education Limited ('Tribal Education'). The purchase of all such shareholdings
has taken place, other than those which are the subject of shareholder approval
as described below. The total cost of acquiring the minority interests in
Tribal Technology and Tribal Education is £4,385,000.
In respect of the purchase of the minority shareholdings in Tribal Technology,
the total consideration is £2,985,000, paid as to £1,238,372 in cash and
£1,746,628 in loan notes that can be redeemed by the issue of Tribal shares.
Tribal has the option to redeem the loan notes by issuing new Tribal shares in
two tranches, based on the market value of Tribal shares at the time of such
redemption. The first redemption period is following the announcement of the
Group's results for the year ended 31 March 2005, to be announced on 21 June
2005. The second redemption period follows the announcement of Tribal's interim
results for the six months ending 30 September 2005. Each redemption period
will last for ten business days. A twelve month lock-up arrangement will apply
to 60 per cent. of any shares issued.
Included in the acquisition of minority shareholdings in Tribal Technology
described above are holdings of 7,488 'C' ordinary shares held by each of Simon
Lawton and Peter Martin, two Directors of Tribal. Each of these Directors will
receive, in consideration for his shareholding, £59,044 in cash and £59,044 in
the same form of loan notes as described above. In accordance with s320 of the
Companies Act 1985, shareholder approval will be sought to complete the purchase
of these shares. A resolution to this effect will be put before shareholders at
Tribal's forthcoming Annual General Meeting. Each Director has today notified
the Group of this transaction affecting his interests in shares in Tribal and in
Tribal Technology.
In respect of the purchase of minority shareholdings in Tribal Education, the
total consideration is £1,400,000. The consideration will be satisfied by the
issue of £1,400,000 loan notes. Tribal has the option to redeem up to 50 per
cent. of the loan notes by the issue of new Tribal shares, based on the market
value of Tribal shares at the time of such redemption, following the
announcement of the Group's results for the year ended 31 March 2005. Any
shares issued will be subject to lock-up arrangements for a minimum of twelve
months from the date of issue.
2. Crystallisation of earn-out arrangements
Tribal has agreed to satisfy the outstanding earn-out arrangements for the
following companies by payment of a total consideration of £4,078,000:
• Atlas Media Group Limited
• Foundation Software Solutions Limited
• Geronimo Public Relations Limited
• Marina Pirotta Communications Limited
The total consideration is payable as follows: £1,862,000 in cash and loan notes
and £2,216,000 payable in new Tribal shares (or loan notes at Tribal's option).
£1,062,000 of the cash and loan note sum of £1,862,000 is payable at completion,
with the balance being payable after the announcement of the Group's interim
results for the six months ending 30 September 2005. The new Tribal shares will
be issued on the following dates, based on the market value of Tribal shares at
the time of issue:
• £718,000: payable after the announcement of the Group's interim
results for the six months ending 30 September 2005;
• £800,000: payable after the announcement of the Group's results for
the year ending 31 March 2006; and
• £698,000: payable after the announcement of the Group's interim
results for the six months ending 30 September 2006.
All payments will be made within ten business days of the relevant announcement
date.
3. Application for the admission of new shares
Application will be made today for the admission of 320,953 new ordinary shares
of 5p each in Tribal (the 'New Tribal Shares') to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange.
The New Tribal Shares have been issued pursuant to earn-out arrangements in
respect of the acquisition of Network Training Publishing Limited. The New
Tribal Shares will rank pari passu in all respects with the existing ordinary
shares and it is expected that trading will commence on 27 May 2005.
Save as stated above, there has been no significant change affecting any of the
matters contained in earlier announcements and no other significant matter has
arisen in respect of these transactions which would require further
announcement.
END
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