TIDMTRB
RNS Number : 5910U
Tribal Group PLC
24 November 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
24 November 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 implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Adjournment of Court Meeting and General Meeting
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 (the "Acquisition"). The Acquisition is intended to be
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
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.
Adjournment of Court Meeting and General Meeting
Following feedback received from Tribal shareholders in
connection with the Scheme, and with the support of Ellucian, the
Tribal Directors intend to adjourn the Court Meeting and General
Meeting which were originally convened for 27 November 2023.
Accordingly, the Tribal Directors recommend that Tribal
Shareholders do not attend the Court Meeting and the General
Meeting on 27 November 2023.
Notices of the Court Meeting and the General Meeting are
contained in Part 9 and Part 10 respectively of the Scheme
Document.
The Tribal Board intends to adjourn the Court Meeting and the
General Meeting so as to instead be held on 11 December 2023 at
12.00 p.m. and 12.15 p.m. (or as soon thereafter as the Court
Meeting concludes or is further adjourned), respectively, at the
offices of Investec Bank plc, 30 Gresham Street, London EC2V 7QP.
Forms of Proxy in respect of the adjourned Court Meeting and the
General Meeting should therefore now be returned so as to be
received as soon as possible and in any event not later than:
-- 12.00 p.m. on 7 December 2023 in respect of the Court Meeting; and
-- 12.15 p.m. on 7 December 2023 in respect of the General Meeting.
Tribal Shareholders who have already submitted Forms of Proxy
for the Court Meeting and the General Meeting and who do not wish
to change their voting instructions, do not need to take any
further action as their Forms of Proxy will continue to be valid in
respect of the Court Meeting and the General Meeting.
Tribal Shareholders who have submitted Forms of Proxy for the
Court Meeting and/or the General Meeting and who now wish to change
their voting instructions, should contact the Shareholder Helpline,
operated by Tribal's Registrar, Link Group, by calling 0371 664
0321 (or +44 (0) 371 664 0321 if calling from outside the UK).
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The Shareholder Helpline is open
between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public
holidays in England and Wales). Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Please note the
Shareholder Helpline cannot provide advice on the merits of the
Acquisition or the Scheme nor give any financial, investment, legal
or tax advice .
Tribal Shareholders are also reminded that the completion and
return of a Form of Proxy, or the appointment of a proxy
electronically using CREST, will not prevent them from voting at
the Court Meeting or the General Meeting in person. Please refer to
the Scheme Document for further information.
Reconfirmation of unanimous recommendation regarding the
Acquisition
The Tribal Directors, who have been so advised by William Blair
as to the financial terms of the Acquisition, continue to consider
the terms of the Acquisition to be fair and reasonable.
Accordingly, the Tribal Directors continue to recommend
unanimously that Tribal Shareholders vote in favour of the Scheme
at the adjourned Court Meeting and the resolutions to be proposed
at the adjourned General Meeting as the Tribal Directors who hold
Tribal Shares have irrevocably undertaken to do in respect of their
own beneficial holdings of Tribal Shares.
Update to Expected Timetable of Principal Events
An updated expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the expected timetable changes, an announcement
will be made through a Regulatory Information Service. The
Acquisition is expected to complete in the first quarter of 2024.
All times shown in this Announcement are references to London time
unless otherwise stated.
Event Time and/or date
--------------------------
Latest time for lodging Forms of Proxy 12.00 p.m. on 7 December
for the: 2023 (1)
Court Meeting (BLUE form) . . . .
. . . . . . . . . . . . . . . . .
General Meeting (WHITE form) . . . 12.15 p.m. on 7 December
. . . . . . . . . . . . . . . 2023 (2)
Voting Record Time . . . . . . . . 6.30 p.m. on 7 December
. . . . . . . . . . . . . . . . . 2023 (3)
. . . . . . . . . .
Court Meeting . . . . . . . . . . 12.00 p.m. on 11 December
. . . . . . . . . . . . . . . . . 2023
. . . . . . . . . . . .
General Meeting . . . . . . . . . 12.15 p.m. on 11 December
. . . . . . . . . . . . . . . . . 2023 (4)
. . . . . . . . . . .
The following dates are indicative only and are subject to
change(5)
Sanction Hearing (to sanction the Scheme). A date no later than
. . . . . . . . . . . . . . . . . . 21 days after the
satisfaction (or,
if applicable, waiver)
of the Conditions
(other than Condition
2(c)), satisfaction
of such Conditions
being expected to
occur in the first
quarter of 2024 (and,
in any event, prior
to the Long Stop Date)
("D")
Last day of dealings in, and for the registration D+1 Business Day
of transfers of Tribal Shares . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . .
Scheme Record Time . . . . . . . . . . 6:00 p.m. on D+1 Business
. . . . . . . . . . . . . . . . . . . Day
. . . . . . . .
Disablement of CREST in respect of Tribal 6:00 p.m. on D+1 Business
Shares. . . . . . . . . . . . . . Day
Suspension of listing of, and dealings by 7:30 a.m. on D+2
in, Tribal Shares on AIM . . . Business Days
Effective Date . . . . . . . . . . . . D+2 Business Days
. . . . . . . . . . . . . . . . . . . (6)
. . . . . . . . . . .
Cancellation of admission to trading of by 7:30 a.m. on the
Tribal Shares on AIM . . . . . next Business Day
after the Effective
Date
Latest date for dispatch of cheques and within 14 days of
crediting of CREST accounts due under the Effective Date
the Scheme . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. .
Long Stop Date . . . . . . . . . . . . 5 April 2024 (7)
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 12.00 p.m. on 7 December 2023 or,
if the Court Meeting is adjourned, 48 hours prior to the time and
date set for any adjourned Court Meeting (excluding any part of
such 48-hour period falling on a non-working day). If the BLUE Form
of Proxy for the Court Meeting is not returned by such time, it may
be handed to a representative of Link Group, on behalf of the Chair
of the Court Meeting, or to the Chair of the Court Meeting before
the start of the Court Meeting (or any adjournment of it) and it
will be valid.
(2) In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be lodged not later than 12.15 p.m. on 7
December 2023 or, if the General Meeting is adjourned, 48 hours
prior to the time and date set for any adjourned General Meeting
(excluding any part of such 48-hour period falling on a non-working
day).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. on the date which is two days (excluding
non-working days) prior to the date set for such adjourned
Meeting.
(4) To commence at 12.15 p.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies. Tribal will give adequate notice of all of these dates
and times, when known, by promptly issuing an announcement through
a Regulatory Information Service, with such announcement being made
available on Tribal's website at
www.tribalgroup.com/investors/offer .
(6) Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is presently to occur two Business Days after the date of the
Sanction Hearing.
(7) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Tribal and Bidco may agree in writing (with the
Takeover Panel's consent and as the Court may approve (should such
approval be required)).
Update on Conditions
The Competition and Markets Authority ("CMA") has confirmed that
it considers that a formal Phase 1 merger investigation in relation
to the Acquisition is warranted. Accordingly, Tribal and Bidco have
produced a draft and are working to finalise a Merger Notice with
the CMA, preliminary to a Phase 1 merger investigation of the
Acquisition. Following confirmation by the CMA that the Merger
Notice meets the applicable requirements under the Enterprise Act
2002, the timing of commencement of the Phase 1 merger
investigation period will be provided.
The Australian Competition and Consumer Commission ("ACCC") has
confirmed that upon consideration of the information provided to it
in relation to the Acquisition, the ACCC does not intend to conduct
a public review of the Acquisition pursuant to section 50 of the
Competition and Consumer Act 2010 (Cth).
The UK Secretary of State has also now considered the
notification of the Acquisition made under the National Security
and Investment Act 2021 and has confirmed that the Secretary of
State has determined that he will be taking no further action in
relation to the Acquisition.
The Acquisition otherwise remains subject to the satisfaction
or, where applicable, waiver of the other Conditions as set out in
Part III of the Scheme Document, including the Court sanctioning
the Scheme at the Sanction Hearing.
Cancellation of admission of Tribal Shares to trading on AIM
Before the Scheme becoming Effective, it is intended that
applications will be made to the London Stock Exchange for the
cancellation of trading of the Tribal Shares on AIM, with effect on
or shortly after the Effective Date. The last day of dealings in
Tribal Shares on AIM is expected to be the Business Day immediately
prior to the Effective Date and it is expected that no transfers of
Tribal Shares will be registered after 6.00 p.m. on that day (other
than the registration of Tribal Shares released, transferred or
issued under the Tribal Share Plans). A further announcement will
be made in the event that any of these dates change.
General
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this Announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Tribal's website at https://www.tribalgroup.com/investors/offer up
to and including the Effective Date. The content of this website is
not incorporated into, and does not form part of, this
Announcement.
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 +44 20 7868 4440
Haris Chronopoulos
Investec Bank plc (Joint Financial Adviser,
NOMAD and Joint Broker to Tribal)
Virginia Bull
Nick Prowting
Carlo Spingardi
Tom Brookhouse +44 20 7597 5970
Singer Capital Markets Advisory LLP (Joint
Broker to Tribal)
Shaun Dobson
Tom Salvesen
Alex Bond +44 20 7496 3000
Alma (PR Adviser to Tribal)
Caroline Forde
Hannah Campbell +44 20 3405 0205
Ellucian
Laura Ipsen, President and Chief Executive
Officer
Jeff Dinski, Chief Strategy & Corporate
Development Officer
Jim Bennett, Chief Legal Officer
Lindsay Stanley, Senior Director, Communications +1 703 259 2854
BofA Securities (Lead Financial Adviser
to Ellucian and Bidco)
Geoff Iles
David Lloyd
Jack Williams
Douglas Solomon +44 20 7628 1000
RBC Capital Markets, LLC is also acting as financial adviser to
Ellucian and Bidco .
Taylor Wessing LLP is acting as legal adviser to Tribal.
Kirkland & Ellis International LLP is acting as legal
adviser to Ellucian and Bidco.
Axinn, Veltrop & Harkrider is also acting as legal adviser
to Ellucian.
Important 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.
Merrill Lynch International ("BofA Securities"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Ellucian and Bidco and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than Ellucian and Bidco for providing
the protections afforded to its clients or for providing advice in
connection with the Acquisition. Neither BofA Securities, nor any
of its 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 BofA Securities in connection with the Acquisition,
this Announcement, any statement contained herein or otherwise.
RBC Capital Markets, LLC (trading as "RBC Capital Markets"), is
acting exclusively for Ellucian and Bidco and for no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than Ellucian and Bidco for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition. Neither RBC Capital
Markets, nor any of its 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 RBC Capital Markets in connection
with the Acquisition, this Announcement, any statement contained
herein or otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Tribal in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any vote in respect of the
Scheme or other response in relation to the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
This Announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this Announcement or
the Scheme Document in or into certain jurisdictions other than the
United Kingdom may be restricted by law and therefore any persons
into whose possession this Announcement or the Scheme Document
comes should inform themselves of, and observe such
restrictions.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement, the Scheme Document and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement, the
Scheme Document and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Tribal Shareholders who
are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom,
or who are subject to the laws of any jurisdiction other than the
United Kingdom, should inform themselves of, and observe, any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Tribal Shares
at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their Tribal
Shares in respect of the Court Meeting or the General Meeting on
their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements
of the Code, the Takeover Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies. Further details
in relation to Overseas Shareholders are contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
Additional information for U.S. investors in Tribal
Tribal Shareholders in the United States should note that the
Acquisition relates to the securities of an English company and is
proposed to be impleneted by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain
other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction implemented by means of a scheme
of arrangement is not subject to the tender offer rules or the
proxy solicitation rules under the US Exchange Act. Accordingly,
the Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules. If, in the
future, Bidco exercises the right to implement the Acquisition by
way of a Takeover Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
Tribal's financial statements, and all financial information
that is included in this Announcement, the Scheme Document, or any
other documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Tribal Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Tribal are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Tribal outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. Also,
in accordance with Rule 14e-5(b) of the US Exchange Act, BofA
Securities will continue to act as an exempt principal trader in
Tribal shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed in the United Kingdom, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this Announcement or the Scheme Document. Any representation to
the contrary is a criminal offence in the United States.
Forward- Looking Statements
This Announcement and the Scheme Document may contain certain
"forward-looking statements" with respect to Tribal, Ellucian and
Bidco. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies of Ellucian and/or Bidco and the
expansion and growth of Tribal and potential synergies resulting
from the Acquisition; and (iii) the effects of government
regulation on the business of Tribal.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments.
None of Ellucian, Bidco or Tribal, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement or the Scheme Document will actually occur.
You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Ellucian, Bidco or Tribal or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Announcement or the Scheme Document. Bidco, Ellucian and
Tribal assume no obligation to update publicly or revise
forward-looking or other statements contained in this Announcement
or the Scheme Document, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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 p.m. 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 Takeover 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.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement and the documents required to be published under Rule
26 of the Code will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at
www.ellucian.com/investors/cash-offer and Tribal's website at
www.tribalgroup.com/investors/offer by no later than 12 noon
(London time) on the Business Day following this Announcement. For
the avoidance of doubt, neither the content of these websites nor
of any website accessible from hyperlinks is incorporated by
reference or forms part of this Announcement.
No profit forecasts , estimates or quantified benefits
statements
No statement in this Announcement or the Scheme Document is
intended as a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this
Announcement or the Scheme Document should be interpreted to mean
that earnings or earnings per share for Tribal for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Tribal.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Tribal Shareholders,
persons with information rights and participants in Tribal Share
Plans may request a hard copy of this announcement by contacting
Tribal's registrars, Link Group, during business hours on 0371 664
0321 (or +44 (0) 371 664 0321 if calling from outside the UK) or at
Central Square, 29 Wellington Street, Leeds LS1 4DL. For persons
who receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form. Calls
made to Link Group are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9.00 a.m. - 5.30 p.m., Monday to Friday (excluding public
holidays in England and Wales). Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Tribal Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Tribal may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Code.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Tribal as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Part 3 (Conditions to and further terms of the Scheme and the
Acquisition) of the Scheme Document.
General
If the Acquisition is implemented by way of a Takeover Offer,
and such a Takeover Offer becomes or is declared unconditional in
all respects and sufficient acceptances are received, Bidco intends
to exercise its rights to apply the provisions of Chapter 3 of Part
28 of the Companies Act 2006 so as to acquire compulsorily the
remaining Tribal Shares in respect of which the Takeover Offer has
not been accepted.
Investors should be aware that Bidco may purchase Tribal Shares
otherwise than under any Takeover Offer or the Scheme, including
pursuant to privately negotiated purchases.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
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Policy.
END
OUPFIFERLSLSFIV
(END) Dow Jones Newswires
November 24, 2023 02:00 ET (07:00 GMT)
Tribal (LSE:TRB)
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