Tribal Group PLC
02 October 2026
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
2 October 2026
Tribal Group plc
("Tribal", the "Company" or the "Group")
Proposed adjournment of General Meeting
The Board of Tribal announces its intention to propose the adjournment of its general meeting due to be held at 9:30am on 2 October 2026 (the “General Meeting”) to seek shareholder approval of the proposed acquisition of the Tribal Group businesses by Main Capital Partners, as announced on 11 September 2026 (the “Proposed Sale”).
The Directors of the Company have received legal advice concerning a procedural matter in relation to the convening of the General Meeting and accordingly the Board intends to propose an adjournment of the General Meeting.
It is the intention of the Board to convene a new general meeting (the “New General Meeting”) to seek shareholder approval of the Proposed Sale and a further announcement will be made notifying shareholders of the date of the New General Meeting, together with details of the time and the venue of the meeting, in the coming days.
The Directors remain of the opinion that the Proposed Sale on the improved terms of cash consideration of approximately £231.2 million is in the best interests of the Company and its Shareholders as a whole.
The total number of Tribal shares which are subject to new irrevocable undertakings to vote in favour of the resolution to be proposed at the New General Meeting is 113,066,571 Ordinary Shares, representing, in aggregate, approximately 52.7 per cent of the Company’s issued share capital. These irrevocable undertakings will not lapse in the event of any offer being received by the Company at any value. As a consequence, the Resolution is expected to be passed at the New General Meeting. Further details can be found in the Appendix of this announcement.
Tribal will make further announcements as and when appropriate.
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 |
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Caroline Forde, Hannah Campbell, Emma Thompson |
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Important Notices
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 Proposed Transaction referred to in this announcement and none of 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 atwww.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.
APPENDIX
IRREVOCABLE UNDERTAKINGS
Each of the Directors who hold Ordinary Shares in the Company has provided an irrevocable undertaking to instruct a vote in favour of the resolution to be proposed at the New General Meeting in respect of their beneficial holdings of Ordinary Shares, further details of which are set out below.
|
Name |
Number of Ordinary Shares |
% of issued share capital |
|
Richard Last |
3,095,726 |
1.44% |
|
Roger Steven McDowell |
3,975,726 |
1.85% |
|
Nigel Halkes |
14,285 |
0.01% |
|
Mark Jeremy Pickett |
1,663,762 |
0.78% |
|
Diane Josephine McIntyre |
140,493 |
0.07% |
|
Total |
8,889,992 |
4.15% |
In addition to the irrevocable undertakings from the Directors, the Buyer has received irrevocable undertakings from Harwood Capital, Gresham House Asset Management Limited, Schroder Investment Management Limited, Liontrust Investment Partners LLP and RWC Asset Management LLP to vote in favour of the resolution to be proposed at the New General Meeting in respect of a total of 104,176,579 Ordinary Shares, representing approximately 48.6 per cent. of the Company’s issued share capital on 1 October 2026 (being the last Business Day before the date of this announcement), further details of which are set out below.
|
Name |
Number of Ordinary Shares |
% of issued share capital |
|
Harwood Capital |
33,700,000 |
15.7% |
|
Gresham House Asset Management Limited |
24,809,108 |
11.6% |
|
Schroder Investment Management Limited |
16,900,000 |
7.9% |
|
Liontrust Investment Partners LLP |
16,553,207 |
7.7% |
|
RWC Asset Management LLP |
12,214,264 |
5.7% |
|
Total |
104,176,579 |
48.6% |
The irrevocable undertakings will not lapse in the event of any offer being received by the Company at any value. The irrevocable undertakings given by Liontrust Investment Partners LLP and RWC Asset Management LLP will cease to be effective if the General Meeting has not been held by no later than 29 October 2026.
The Buyer has therefore received irrevocable undertakings in respect of a total of 113,066,571 Ordinary Shares, representing, in aggregate, approximately 52.7 per cent. of the Company's issued share capital on 1 October 2026 (being the last Business Day before the date of this announcement).
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