NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO ("EXCLUDED TERRITORIES"). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF TRIBAL GROUP PLC AND ON ITS WEBSITE AT WWW.TRIBALGROUP.COM.
Tribal Group plc
("Tribal" or the "Group")
Completion of Disposal
Update on Rights Issue, Cancellation of Listing on the Official List and AIM Admission timetables
Tribal Group plc, a leading provider of software and services to the education management market, is pleased to confirm that it has completed the disposal of its Synergy business, first announced on 1 March 2016.
In relation to the Rights Issue, provisional allotment letters will be posted to those shareholders entitled to receive them later today.
Admission and dealings in Rights Issue Shares (as defined in the prospectus published by the Company on 16 March 2016), nil paid, are expected to commence on the London Stock Exchange's Main Market at 8.00 a.m. on 4 April 2016.
Application will be made to the London Stock Exchange to cancel the listing of the ordinary shares of the Company on the Official List and their trading on the Main Market for listed securities and for the shares to be admitted to trading on AIM. The last day of dealings in the Shares on the Main Market is expected to be 29 April 2016, the cancellation is expected to become effective at 8.00 a.m. on 3 May 2016 and admission to AIM and the commencement of dealings on AIM is expected to become effective at 8.00 a.m. on the same date.
Unless otherwise stated, capitalised terms in this announcement have the same meaning as in the combined prospectus and circular posted to shareholders on 16 March 2016, a copy of which is available on the Company's website at www.tribalgroup.com.
Enquiries: Tribal Group plc Ian Bowles, Chief Executive Steve Breach, Group Finance Director Investec Bank plc Rowena Murray Sara Hale Weber Shandwick Financial Nick Oborne Tom Jenkins Nplus1 Singer Advisory LLP Shaun Dobson |
Tel: 0117 311 5293 Tel 020 7597 4000 Tel: 020 7067 0700 Tel: 0207 496 3000 |
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of Tribal. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
A copy of the Prospectus is available from the registered office of Tribal and on Tribal's website at www.tribalgroup.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. Neither the content of Tribal's website nor any website accessible by hyperlinks on Tribal's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
Recipients of this announcement and/ or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Notice to all investors
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Tribal and is acting for no one else in connection with the Disposal, Rights Issue, Subscriptions, Share Matching Plan and Delisting and AIM Admission, and will not regard any other person as a client in relation to the Disposal, Rights Issue, Subscriptions, Share Matching Plan and Delisting and AIM Admission and will not be responsible to anyone other than Tribal for providing the protections afforded to its clients, nor for providing advice in connection with the Disposal, Rights Issue, Subscriptions, Share Matching Plan and Delisting and AIM Admission or any other matter, transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on Investec in its capacity as Sponsor by the FSMA, Investec does not accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Tribal or the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Shares or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Investec accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Investec, and/or its affiliates provides various investment banking, commercial banking and financial advisory services from time to time to Tribal.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Tribal or Investec. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Tribal since the date of this announcement or that the information in it is correct as at any subsequent date.
Investec and its respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, Fully Paid Rights or New Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Investec and any of its affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Investec does not propose to make any public disclosure in relation to such transactions.
