Result of General Meeting concerning Proposed Sale
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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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
26 October 2026
Tribal Group PLC
("Tribal" or the "Company")
Result of General Meeting concerning the Proposed Sale of the entire issued share capital of the Group Companies to Main Capital Partners
Tribal (AIM: TRB) is pleased to announce that the Resolution put to shareholders at its General Meeting held earlier today was duly passed on a poll. The proxy votes received in advance of the meeting and the votes cast for and against the Resolution on the poll were as follows:
|
Resolution |
Description |
Votes in favour of the resolution (%) |
Votes in favour |
Votes against |
Votes marked as withheld / abstentions |
|
1 |
Ordinary resolution to approve the Proposed Sale in accordance with AIM Rule 15 and Rule 21.1 of the Code |
99.96% |
127,651,489 |
55,930 |
57,995,873 |
A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
A total of 127,707,419 votes were validly cast for or against the Resolution, representing 59.57% of the Company's issued share capital determined at the relevant voting-entitlement time. Votes withheld are excluded from the total votes validly cast.
It is expected that satisfaction of the NSIA Condition and Completion of the Proposed Sale will occur shortly and during Q4 2026, in accordance with the expected timetable set out in the Circular.
Following Completion, it remains the Company's intention to proceed swiftly to the Cancellation, and the Board intends that the Net Cash Proceeds will be returned to Shareholders as soon as reasonably practicable, through a members' voluntary (solvent) liquidation of the Company. In order to effect the return, the Directors intend separately to seek Shareholder approval for the Cancellation and to place the Company into MVL and appoint proposed liquidators. A further announcement will be made in due course.
Capitalised terms in this announcement shall have the same meaning as set out in the Company's Circular dated 2 October 2026. A copy of the Circular is available to be viewed on the Company's website at https://legal.tribalgroup.com/transaction-documents.
Enquiries:
|
Tribal Group plc |
via Alma |
|
Richard Last, Chair Mark Pickett, Chief Executive Officer Diane McIntyre, Chief Financial Officer
|
|
|
Investec Bank plc (Financial Adviser, NOMAD & Joint Broker) |
+44 (0) 20 7597 5970 |
|
Luke Spells, Virginia Bull, Alamgir Ahmed, Arnav Kapoor, Gopal Mann |
|
|
Singer Capital Markets Limited (Joint Broker) Sara Hale, Alex Bond
|
+44 (0) 20 7496 3000 |
|
Alma Strategic Communications (PR Adviser) |
+44 (0)203 405 0205 |
|
Caroline Forde, Hannah Campbell, Emma Thompson |
|
Important information
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Tribal as financial adviser and broker and no one else in connection with the Transaction referred to in this announcement and neither Investec Bank plc nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than Tribal for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising in connection with, or from the use of, this announcement or the contents of this announcement or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.
Singer Capital Markets Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as Corporate Broker 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 clients of Singer Capital Markets nor for providing advice in connection with the subject matter of this announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) 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 this announcement, any statement contained herein, the Transaction or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Tribal's website (www.tribalgroup.com) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.
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