Offer for Tribal Group plc

(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

Summary

• The boards of directors of Tiger Bidco 1 Ltd ("Bidco") and Tribal Group plc ("Tribal") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer by Bidco for the entire issued, and to be issued, ordinary share capital of Tribal. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.
• Under the terms of the Acquisition, each Tribal Shareholder will be entitled to receive:

for each Tribal Share: 74 pence in cash

• The Acquisition price per Tribal Share represents a premium of approximately:
• 69.61 per cent. to the volume-weighted average price of 43.63 pence per Tribal Share for the three-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement);
• 80.37 per cent. to the volume-weighted average price of 41.03 pence per Tribal Share for the six-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement); and
• 41.49 per cent. to the Closing Price of 52.30 pence per Tribal Share on 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement).
• The Acquisition values Tribal's entire issued, and to be issued, ordinary share capital at approximately £159,465,707 on a fully diluted basis and implies an enterprise value of £172,345,707.
• If the Acquisition does not become Effective on or before 31 December 2023, Ellucian and Tribal have agreed that Tribal shall be entitled to announce, declare and pay a one-off dividend of up to 0.65 pence per Tribal Share to Tribal Shareholders with no reduction in the consideration payable under the terms of the Acquisition (the "Permitted Dividend").
• If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Tribal Shares (other than the Permitted Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tribal Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tribal Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
• The Acquisition is subject to the satisfaction or, where applicable, waiver of the Conditions. The Conditions include, amongst others:
• the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal; and
• the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal.

Recommendation

• The Tribal Directors, who have been so advised by William Blair as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, William Blair has taken into account the commercial assessments of the Tribal Directors. William Blair is providing independent financial advice to the Tribal Directors for the purposes of Rule 3 of the Takeover Code.
• Accordingly, the Tribal Directors intend to recommend unanimously that Tribal Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Tribal Directors who hold Tribal Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

Background to and reasons for the Acquisition

· Ellucian believes that the Acquisition of Tribal offers an exciting opportunity for Ellucian to combine with an attractive enterprise resource planning ("ERP") and customer relationship management ("CRM") software and services provider to tertiary education institutions and will deliver benefits to Ellucian's and Tribal's customers and employees. The Acquisition enables Ellucian to pursue its core strategy of investing in attractive markets, with Tribal providing access to the large and important UK and South East Asian educational markets. Tribal's platform is also designed around the academic model and education system of the UK, providing competitive advantage across several international geographies.

· Ellucian recognises the progress Tribal has taken over the years on its journey to transform and develop from an on-premises business into a cloud business and views this as an opportunity to acquire a diverse and attractive suite of software and services across complementary geographies, which will expand the options available to both Ellucian and Tribal's customer base. Ellucian believes that the research and development efforts of the combined business will lead to enhanced product innovation and a broader set of modern technology solutions for its customers, and that together the businesses would provide improved product and support services to both sets of customers.

· Ellucian believes that Tribal's strategy to deliver tertiary education institutions and public bodies with modern solutions and tools they need to succeed aligns well with Ellucian's strategy to become an innovative global tertiary education technology solutions provider and a combination between Ellucian and Tribal would be highly complementary. The combination is expected to create a sophisticated international provider of innovative technologies which enables institutions to deliver an exceptional student experience while servicing a broad range of educational institutions across the major North American and European markets as well as the rest of the world.

• Ellucian intends to enhance Tribal's platform capabilities with modern solutions and deeper functionality whilst continuing to support existing solutions. As part of a larger privately held company, Ellucian expects Tribal to accelerate its transformation and deliver more value to its customers. Ellucian can leverage its extensive global network, resources, and experience to help management, employees and the company achieve its potential.
• In summary, Ellucian believes that Tribal is a business in clear alignment with Ellucian's strategy, purpose and values, and the Acquisition is an exciting opportunity to expand and enhance the solutions and services offered to the tertiary education community.

Background to and reasons for the recommendation

· The Tribal Directors remain confident in the standalone prospects of Tribal and are pleased with the substantive progress made over the last few years across its strategic priorities. The strong delivery against strategic and operational initiatives has seen Tribal deliver robust financial and operational performance in recent years, growth in its customer base and continued innovation and enhancement of its product offering. The demand from tertiary education institutions for migrating ERP and CRM solutions to the cloud continues to grow, and Tribal is well-positioned and effective at delivering these solutions to its customer base while maintaining strong net retention levels. In FY22, Annual Recurring Revenue ("ARR") relating to the Tribal Group's core products grew by 10%, and revenue from its Cloud and Edge offerings grew by 29%. As a result, the Tribal Directors are confident in the future prospects of Tribal to continue to grow and deliver value to all stakeholders.

• Whilst the Tribal Directors consider the standalone prospects for Tribal to be strong, there are clear and compelling benefits for the business presented by the Acquisition and the Tribal Directors have determined that the offer reflects a fair valuation for the business.
• The combination of Ellucian and Tribal will create a sophisticated international provider of innovative technologies for tertiary education systems and public bodies, servicing a robust set of educational institutions across North America, Europe, South America, Asia, the Middle East and Africa. The benefits of the Acquisition are expected to include:
• an enhanced platform providing modern solutions which will ensure that Tribal customers receive the benefit of broader and deeper functionality, and continued support for existing solutions;
• improved product and support services in the UK, which will enhance the customer experience for both Tribal and Ellucian customers; and
• strong employee base with in-demand skills that will enhance the product development efforts of the combined business.
• In considering the Acquisition, the Tribal Directors have given due consideration to Ellucian's intentions in relation to management, employees and customers of the Tribal Group as set out in this announcement.
• The Tribal Directors recognise that, following the Acquisition becoming Effective, Ellucian will work with Tribal's senior management to undertake a detailed Evaluation (as defined below) to review Tribal's clients and products, roles and responsibilities of its employees, operating locations and management incentivisation arrangements. It welcomes Ellucian's intentions with respect to the future operations of the business and its employees as part of a larger business, as set out in this announcement, in particular Ellucian's confirmation that it does not have any intention of making material changes to the conditions of employment or to the balance of the skills and functions of Tribal's employees or management. The Tribal Directors acknowledge that, without prejudice to the foregoing, Ellucian intends to make certain non-material changes in order to align the terms and conditions of employment of Tribal's management and employees with those of Ellucian personnel, to the extent appropriate and permitted by applicable law, and that Ellucian intends to fully safeguard the existing statutory employment rights of all of Tribal's management and employees.
• The Tribal Directors acknowledge that, following the Evaluation, Ellucian may re-allocate certain employees across functions of the combined business and reduce headcount in certain overlapping functions. The Tribal Directors expect that this reallocation process and any headcount reductions that might occur will be carried out in accordance with applicable law.
• The Tribal Directors are encouraged by Ellucian's recognition of Tribal's heritage and established, international client base and the value it attaches to Tribal's existing client relationships. It welcomes Ellucian's intentions with respect to maintaining support for Tribal's existing offering to its clients, in particular SITS, Callista, Ebs and Maytas, in addition to expanding the range of solutions and partner ecosystem available for Tribal clients.
• The Tribal Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.
• Accordingly, and having considered all of its strategic options in coming to its decision, the Tribal Directors intend to unanimously recommend the offer to Tribal Shareholders.

Irrevocable undertakings and letters of intent to vote in favour of the Acquisition

· Bidco has received irrevocable undertakings from the Tribal Directors who hold Tribal Shares to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. The undertakings will remain binding in the event that a higher competing offer for Tribal is made.

· Bidco has also received irrevocable undertakings to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from Oryx International Growth, LF Gresham House UK Smaller Companies Fund and Strategic Equity Capital plc in respect of 30,000,000 Tribal Shares in total (representing in aggregate approximately 14.14% per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement.

• In addition, Bidco has received non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 57,895,619 Tribal Shares (representing approximately 27.28 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement.
• In total therefore, Bidco has procured irrevocable undertakings and non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 96,245,083 Tribal Shares (representing approximately 45.35% per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

Information on Bidco, Ellucian, Blackstone and Vista

• Bidco is a private limited company incorporated in England and Wales on 2 October 2023. Bidco is a newly-formed vehicle indirectly owned by Ellucian Company L.P.. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
• Ellucian is a provider of modern, cloud-ready technology solutions and services serving the tertiary education community and is headquartered in the United States. From student recruitment to workforce analytics; from fundraising opportunities to alumni engagement; Ellucian's comprehensive suite of data-rich tools gives colleges and universities the information they need to achieve their goals efficiently and effectively, while also reducing risk. Working with a community of more than 2,900 customers in over 50 countries, Ellucian keeps innovating as tertiary education keeps evolving. Drawing on its comprehensive tertiary education business acumen and suite of services, Ellucian guides its customers through manageable, sustainable digital transformation - so that every type of institution and student can thrive in today's fast-changing landscape.
• In 2021, the business was acquired by funds managed by Blackstone Inc. (NYSE: BX) ("Blackstone") and Vista Equity Partners Management, LLC ("Vista"). Blackstone and Vista invested in Ellucian through their respective long-term private equity strategies, which hold investments for longer periods than traditional private equity.
• Blackstone is one of the world's leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. Blackstone do this by using extraordinary people and flexible capital to help companies solve problems. Blackstone's $1.001 trillion in assets under management as of 30 June 2023 include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com.
• Vista is a leading global investment firm with more than $100 billion in assets under management as of 30 June 2023. The firm invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista's investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is key to an even better future - a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at www.vistaequitypartners.com.

Information on Tribal

• Tribal is a leading provider of education software and services.
• Its portfolio of on-premise and cloud-based software products includes Student Information Systems, which enables education institutions to manage the complete student lifecycle.
• Tribal also provides a broad range of education services covering quality assurance, peer review, benchmarking and improvement and student surveys that provide the leading global benchmarks for student experience.
• Working with tertiary education, schools, Government and State bodies, training providers and employers, in over 55 countries, Tribal's mission is to empower the world of education with products and services that underpin student success.

Timetable and conditions

· The terms of the Acquisition will be put to Tribal Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable Tribal Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Tribal Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Tribal Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

• The Acquisition is subject to the satisfaction or, where applicable, waiver of the Conditions. The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document. The Conditions include, amongst others:
• the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal (the "CMA Condition"); and
• the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal (the "ACCC Condition"); and
• the Secretary of State having approved the Acquisition pursuant to the NSI Act either by: (i) giving a final notification confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or (ii) making a final order permitting the Acquisition to proceed either unconditionally or subject to remedies or requirements satisfactory to Bidco and Tribal, and such order not having been revoked or varied as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived (the "NSI Condition").
• In the event that the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues or in the event that remedies offered by Bidco which are satisfactory to both Bidco and Tribal, with the aim of avoiding such an outcome, are not accepted as sufficient by the CMA and or the ACCC, both Ellucian and Tribal jointly intend to seek the Panel's consent to allow Ellucian to invoke the CMA Condition and/or the ACCC Condition. In any event, if the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues, Tribal intends to invoke the CMA Condition and/or the ACCC Condition unilaterally, whether with or without the support of Bidco, given Tribal considers the CMA Condition and the ACCC Condition to be material terms of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless both the CMA Condition and the ACCC Condition have been satisfied.
• It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to Tribal Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as Tribal, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Bidco's website at www.ellucian.com/investors/cash-offer and Tribal's website at www.tribalgroup.com/investors/offer.
• Commenting on this announcement, Richard Last, the Chairman of Tribal, said:

"Having served as Chairman of Tribal for eight years, I have been delighted to see the growth of our business and successful cloud transformation. On behalf of the Tribal Directors, I would like to thank the management team under the leadership of Mark Pickett and Diane McIntyre and our employees worldwide for making Tribal the company it is today, as reflected by the valuation within this offer. The Acquisition will create an enhanced platform which will leverage the strengths of both businesses across the complementary geographies in which Tribal and Ellucian operate for the benefit of our valued customers, enabling the provision of a broader set of solutions with deeper functionality in conjunction with improved product and support services. I believe that the combined group will also provide opportunities for our employees to play a significant role in delivering value for our customers".

• Commenting on this announcement, Laura Ipsen, the President and Chief Executive Officer of Ellucian, said:

"The Acquisition of Tribal is a compelling opportunity to acquire a diverse and attractive suite of software and services across complementary geographies, creating a sophisticated international provider of innovative technologies, focused on enabling educational institutions to deliver an exceptional student experience. We believe the R&D capabilities of the combined business will lead to enhanced product innovation and look forward to working with the Tribal team to support Tribal's long-standing blue chip customer base in achieving their aspirations".

This summary should be read in conjunction with the following announcement and the Appendices. The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and Bidco.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

Taylor Wessing LLP is acting as legal adviser to Tribal.

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 subject matter of this announcement.

Notice to U.S. Tribal Shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Ellucian or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tribal Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. 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 as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

U.S. Tribal Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Tribal Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Dealing and Opening Position Disclosure Requirements

No profit forecasts, estimates or quantified benefits statements

Requesting hard copy documents

General

If the Acquisition is effected by way of an Offer, and such an 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 2006 Act so as to acquire compulsorily the remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Rule 2.9 of the Takeover Code

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED CASH OFFER

for

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

1 Introduction

The boards of directors of Bidco and Tribal are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of Tribal.

2 The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each Tribal Shareholder will be entitled to receive:

for each Tribal Share: 74 pence in cash

The Acquisition price per Tribal Share represents a premium of approximately:

• 69.61 per cent. to the volume-weighted average price of 43.63 pence per Tribal Share for the three-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement);
• 80.37 per cent. to the volume-weighted average price of 41.03 pence per Tribal Share for the six-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement); and
• 41.49 per cent. to the Closing Price of 52.30 pence per Tribal Share on 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement).

The Acquisition values Tribal's entire issued, and to be issued, ordinary share capital at approximately £159,465,707 on a fully diluted basis and implies an enterprise value of £172,345,707.

If the Acquisition does not become Effective on or before 31 December 2023, Ellucian and Tribal have agreed that Tribal shall be entitled to announce, declare and pay the Permitted Dividend with no reduction in the consideration payable under the terms of the Acquisition.

The Tribal Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Scheme Record Time.

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Tribal Shares (other than a Permitted Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tribal Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tribal Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

3 Recommendation

The Tribal Directors, who have been so advised by William Blair as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, William Blair has taken into account the commercial assessments of the Tribal Directors. William Blair is providing independent financial advice to the Tribal Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Tribal Directors intend to recommend unanimously that Tribal Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Tribal Directors who hold Tribal Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

4 Background to and Reasons for the Acquisition

Ellucian believes that the Acquisition of Tribal offers an exciting opportunity for Ellucian to combine with an attractive enterprise and resource planning ("ERP") and customer relationship management ("CRM") software and services provider to tertiary institutions and will deliver benefits to Ellucian's and Tribal's customers and employees. The Acquisition enables Ellucian to pursue its core strategy of investing in attractive markets, with Tribal providing access to the large and important UK and South East Asian educational markets. Tribal's platform is also designed around the academic model and education system of the UK, providing competitive advantage across several international geographies.

Ellucian recognises the progress Tribal has taken over the years on its journey to transform and develop from an on-premises business into a cloud business and views this as an opportunity to acquire a diverse and attractive suite of software and services across complementary geographies, which will expand the options available to both Ellucian and Tribal's customer base. Ellucian believes that the research and development efforts of the combined business will lead to enhanced product innovation and a broader set of modern technology solutions for its customers, and that together the businesses would provide improved product and support services to both sets of customers.

Ellucian believes that Tribal's strategy to deliver tertiary education institutions and public bodies with modern solutions and tools they need to succeed aligns well with Ellucian's strategy to become an innovative global tertiary education technology solutions provider and a combination between Ellucian and Tribal would be highly complementary. The combination is expected to create a sophisticated international provider of innovative technologies which enables institutions to deliver an exceptional student experience while servicing a broad range of educational institutions across the major North American and European markets as well as the rest of the world.

Ellucian intends to enhance Tribal's platform capabilities with modern solutions and deeper functionality whilst continuing to support existing solutions. As part of a larger privately held company, Ellucian expects Tribal to accelerate its transformation and deliver more value to its customers. Ellucian can leverage its extensive global network, resources, and experience to help management, employees and the company achieve its potential.

In summary, Ellucian believes that Tribal is a business in clear alignment with Ellucian's strategy, purpose and values, and the Acquisition is an exciting opportunity to expand and enhance the solutions and services offered to the tertiary education community.

5 Background to and Reasons for the Recommendation

The Tribal Directors remain confident in the standalone prospects of Tribal and are pleased with the substantive progress made over the last few years across its strategic priorities. The strong delivery against strategic and operational initiatives has seen Tribal deliver robust financial and operational performance in recent years, growth in its customer base and continued innovation and enhancement of its product offering. The demand from tertiary education institutions for migrating ERP and CRM solutions to the cloud continues to grow, and Tribal is well-positioned and effective at delivering these solutions to its customer base while maintaining strong net retention levels. In FY22, Annual Recurring Revenue ("ARR") relating to the Tribal Group's core products grew by 10%, and revenue from its Cloud and Edge offerings grew by 29%. As a result, the Tribal Directors are confident in the future prospects of Tribal to continue to grow and deliver value to all stakeholders.

Whilst the Tribal Directors consider the standalone prospects for Tribal to be strong, there are clear and compelling benefits for the business presented by the Acquisition and the Tribal Directors have determined that the offer reflects a fair valuation for the business.

The combination of Ellucian and Tribal will create a sophisticated international provider of innovative technologies for tertiary education systems and public bodies, servicing a robust set of educational institutions across North America, Europe, South America, Asia, the Middle East and Africa. The benefits of the Acquisition are expected to include:

• an enhanced platform providing modern solutions which will ensure that Tribal customers receive the benefit of broader and deeper functionality, and continued support for existing solutions;
• improved product and support services in the UK, which will enhance the customer experience for both Tribal and Ellucian customers; and
• a strong employee base with in-demand skills that will enhance the product development efforts of the combined business.

In considering the Acquisition, the Tribal Directors have given due consideration to Ellucian's intentions in relation to management, employees and customers of the Tribal Group as set out in this announcement.

The Tribal Directors recognise that, following the Acquisition becoming Effective, Ellucian will work with Tribal's senior management to undertake a detailed Evaluation (as defined below) to review Tribal's clients and products, roles and responsibilities of its employees, operating locations and management incentivisation arrangements. It welcomes Ellucian's intentions with respect to the future operations of the business and its employees as part of a larger business, as set out in this announcement, in particular Ellucian's confirmation that it does not have any intention of making material changes to the conditions of employment or to the balance of the skills and functions of Tribal's employees or management. The Tribal Directors acknowledge that, without prejudice to the foregoing, Ellucian intends to make certain non-material changes in order to align the terms and conditions of employment of Tribal's management and employees with those of Ellucian personnel, to the extent appropriate and permitted by applicable law, and that Ellucian intends to fully safeguard the existing statutory employment rights of all of Tribal's management and employees.

The Tribal Directors acknowledge that, following the Evaluation, Ellucian may re-allocate certain employees across functions of the combined business and reduce headcount in certain overlapping functions. The Tribal Directors expect that this reallocation process and any headcount reductions that might occur will be carried out in accordance with applicable law.

The Tribal Directors are encouraged by Ellucian's recognition of Tribal's heritage and established, international client base and the value it attaches to Tribal's existing client relationships. It welcomes Ellucian's intentions with respect to maintaining support for Tribal's existing offering to its clients, in particular SITS, Callista, Ebs and Maytas, in addition to expanding the range of solutions and partner ecosystem available for Tribal clients.

The Tribal Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.

Accordingly, and having considered all of its strategic options in coming to its decision, the Tribal Directors intend to unanimously recommend the offer to Tribal Shareholders.

6 Information relating to Bidco, Ellucian, Blackstone and Vista

Bidco

Bidco is a private limited company incorporated in England and Wales on 2 October 2023. Bidco is a newly-formed vehicle indirectly owned by Ellucian Company L.P.. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are James Dever Bennett and Harshan Bhangdia. Further details in relation to Bidco will be contained in the Scheme Document.

Ellucian

Ellucian is a provider of modern, cloud-ready technology solutions and services serving the tertiary education community and is headquartered in the United States. From student recruitment to workforce analytics; from fundraising opportunities to alumni engagement; Ellucian's comprehensive suite of data-rich tools gives colleges and universities the information they need to achieve their goals efficiently and effectively, while also reducing risk. Working with a community of more than 2,900 customers in over 50 countries, Ellucian keeps innovating as tertiary education keeps evolving. Drawing on its comprehensive tertiary education business acumen and suite of services, Ellucian guides its customers through manageable, sustainable digital transformation-so that every type of institution and student can thrive in today's fast-changing landscape.

In 2021, the business was acquired by funds managed by Blackstone Inc. (NYSE: BX) ("Blackstone") and Vista Equity Partners Management, LLC ("Vista"). Blackstone and Vista invested in Ellucian through their respective long-term private equity strategies, which hold investments for longer periods than traditional private equity.

Blackstone

Blackstone is one of the world's leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. Blackstone do this by using extraordinary people and flexible capital to help companies solve problems. Blackstone's $1.001 trillion in assets under management as of 30 June 2023 include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com.

Vista

Vista is a leading global investment firm with more than $100 billion in assets under management as of 30 June 2023. The firm invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista's investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is key to an even better future - a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at www.vistaequitypartners.com.

7 Information relating to Tribal

Tribal is a leading provider of education software and services.

Its portfolio of on-premise and cloud-based software products includes Student Information Systems, which enables education institutions to manage the complete student lifecycle.

Tribal also provides a broad range of education services covering quality assurance, peer review, benchmarking and improvement and student surveys that provide the leading global benchmarks for student experience.

Working with tertiary education, schools, Government and State bodies, training providers and employers, in over 55 countries, Tribal's mission is to empower the world of education with products and services that underpin student success.

As the Tribal Directors noted in Tribal's interim results for the six months ended 30 June 2023, the Tribal has made steady progress in the first half of the year within the core business, delivering a positive performance across both the SIS and Education Services divisions, with ARR of £51.9 million and group revenue of £43.4 million. New customers were secured across its range of software offerings and three new cloud migrations were secured from existing customers. The Tribal Directors remain confident in delivering results for 2023 in line with current Tribal Directors' expectations.

8 Irrevocable undertakings and letters of intent to vote in favour of the acquisition

As described above, Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from all of the Tribal Directors who own Tribal Shares, in respect of their own beneficial holdings totalling 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. The undertakings will remain binding in the event that a higher competing offer for Tribal is made.

Bidco has also received irrevocable undertakings to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from Oryx International Growth, LF Gresham House UK Smaller Companies Fund and Strategic Equity Capital plc in respect of 30,000,000 Tribal Shares in total (representing in aggregate approximately 14.14% per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement

In addition, Bidco has received non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 57,895,619 Tribal Shares (representing approximately 27.28 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement.

In total therefore, Bidco has procured irrevocable undertakings and non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 96,245,083 Tribal Shares (representing approximately 45.35 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

9 Financing of the Acquisition

The cash consideration payable to Tribal Shareholders under the terms of the Acquisition will be financed by a combination of the existing cash resources of Ellucian and equity to be invested by the Blackstone Funds and Vista Funds. Bidco may raise debt financing in connection with the Acquisition following the date of this announcement.

BofA Securities, in its capacity as financial adviser to Ellucian and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Tribal Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10 Offer‑related arrangements

Confidentiality Agreement

Ellucian, on behalf of Bidco, and Tribal entered into the Original Confidentiality Agreement in relation to the Acquisition which was subsequently superseded by the Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, Ellucian, on behalf of Bidco has undertaken to: (i) subject to certain exceptions, keep information relating to Tribal and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of (a) completion of the Acquisition and (b) 20 January 2026. The Confidentiality Agreement also contains undertakings from Ellucian and its affiliates that (a) for a period of 18 months after the date of the Confidentiality Agreement, it will not solicit or offer to employ or engage certain employees of the Tribal Group (subject to customary carve-outs); and (b) should the Acquisition lapse or be withdrawn, it will not use the confidential information to solicit certain customers of the Wider Tribal Group other than in the ordinary and usual course of Ellucian's existing business for a period of 18 months after the date of the lapse or withdrawal of the Acquisition.

Clean Team Protocol

On 26 July 2023, Tribal and Ellucian entered into a Clean Team Protocol (as further amended on 18 August 2023 and 17 September 2023) in relation to the Acquisition which sets out how confidential information that is competitively sensitive can be disclosed to and used by Ellucian's external legal counsel and/or Ellucian's experts and/or specific Ellucian individuals for the purposes of (amongst other things) due diligence in relation to the Acquisition and obtaining the consent of competition authorities and/or regulatory clearances in connection with the Acquisition.

11 Disclosure of interests in Tribal securities

Except for the irrevocable undertakings referred to in paragraph 8 above and Appendix 3, as at 4 October 2023 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for or had borrowed or lent any Tribal Shares or securities convertible or exchangeable into Tribal Shares, or (ii) had any short positions in respect of relevant securities of Tribal (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Tribal (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

12 Directors, management, employees, pensions, research and development and locations

Strategic plans for Tribal

As set out in paragraph 4 (Background to and reasons for the Acquisition), Ellucian believes that the Acquisition has a compelling strategic rationale.

Prior to this announcement, consistent with market practice, Ellucian has been granted access to Tribal's senior management for the purposes of confirmatory due diligence. However, Ellucian has not yet had access to sufficiently detailed operational information to formulate a detailed strategy for Tribal.

Following the Acquisition becoming Effective, Ellucian intends to work with Tribal's senior management to undertake a detailed evaluation of the Tribal Group (the "Evaluation"). The scope of the Evaluation will include a review of Tribal's clients and products (including opportunities to deploy Tribal's existing offering across a broader client base), the roles and responsibilities of its employees (including the research and development ("R&D") function), Tribal's operating locations and its management incentivisation arrangements. Ellucian expects that the Evaluation will be completed within approximately 6 months from the Acquisition becoming Effective. The purpose of the Evaluation will be to validate the assumptions underlying Ellucian's investment thesis which has been developed through the management meetings held as part of its confirmatory due diligence review.

Clients, Products and R&D

Ellucian recognises that Tribal has an established client base internationally, but particularly within the UK and Australia, and attaches significant value to these existing client relationships.

Following the Acquisition becoming Effective, Ellucian intends to maintain support for Tribal's existing offering to its clients, in particular SITS, Callista, Ebs and Maytas. Ellucian looks forward to partnering with Tribal's customers to unlock the full potential of their institutions. Ellucian will provide Tribal customers with access to innovative solutions, a vast ecosystem of partners, and a user community of more than 45,000 that provide best practices leading to greater institutional success and achieving better student outcomes.

Ellucian maintains a R&D function which has a different structure to Tribal's. As part of the Evaluation, Ellucian will seek to better understand the structure of Tribal's R&D function and evaluate avenues for integrating certain areas of it. As part of the Evaluation, Ellucian intends to review Tribal's existing R&D function with a focus on optimising the return on R&D investment by concentrating future R&D spend on higher growth products and services, while deprioritising R&D spend on certain legacy and non-core products and services, over the short-term. It is expected that the removal of duplication within Ellucian and Tribal's respective R&D functions may result in a reduction of headcount within the Tribal Group, as discussed below. As noted above, however, Ellucian intends to maintain support for Tribal's existing offering to its clients and such support will not be adversely impacted by such proposed changes to the allocation of R&D spend.

Employees and management

Ellucian attaches great importance to the skill and experience of Tribal's management and employees and recognises the important contribution that the management team and employees of Tribal's have made to the success of the business. As part of the Evaluation, Ellucian intends to discuss with, and further draw upon, Tribal management's experience to gain a full understanding of the organisation, and the roles and responsibilities of employees within the business.

Ellucian does not have any intention of making material changes to the conditions of employment or to the balance of the skills and functions of the Tribal Group's employees or management. Following the Acquisition becoming Effective, without prejudice to the foregoing, Ellucian intends to make certain non-material changes in order to align the terms and conditions of employment of Tribal's management and employees with those of Ellucian personnel, to the extent appropriate and permitted by applicable law. Ellucian confirms that it intends to fully safeguard the existing statutory employment rights of all of Tribal's management and employees.

Ellucian intends to continue to execute on Tribal management's ongoing general focus on cost efficiencies. Following the Evaluation, Ellucian may re-allocate certain employees across functions of the combined group and reduce headcount in certain overlapping functions such as central corporate and internal support functions (including listed company-related functions, following Tribal ceasing to be a listed company) and the R&D function as discussed above. This may therefore result in a change to the balance of skills and functions of the employees and management of Tribal in those areas. Any specific proposals will be dependent on the outcome of the Evaluation but, based upon the due diligence carried out to date by Ellucian, Ellucian anticipates that the reduction of headcount in certain overlapping functions in the 12 months following the Acquisition becoming Effective will represent less than 20 per cent. of Tribal's current employees. Any headcount reductions will be carried out in accordance with applicable law.

It is intended that, upon the Acquisition becoming Effective, each of Tribal's non-executive directors shall resign from his office as a director of Tribal.

Pension schemes

The Tribal Defined Benefit Pension Schemes are currently closed to the admission of new members. It is not intended that any changes will be made to reopen these schemes to the admission of new members. Ellucian does not currently intend to make any change of the benefits provided by Tribal's defined contribution pension arrangements and intends for the employer to continue to make contributions in line with the current arrangements.

Headquarters, locations and fixed assets

Ellucian plans to integrate Tribal's business into Ellucian following the Acquisition becoming Effective. Noting that a majority of Tribal's employees are engaged in hybrid and/or remote working, Ellucian is supportive of Tribal management's objective of optimising the efficiency of its existing office footprint. This is expected to involve, amongst other things, a rationalisation of Tribal's operating locations (including Tribal's headquarters), by way of non-renewal of leases upon expiry, lease exits and/or exploring the possibility of sub-letting, with the objective of reducing rental and lease expenses over time, in-line with Tribal's current strategy. Ellucian expects that Tribal's UK employees and functions will be migrated to Ellucian's existing UK office space. As part of the Evaluation, Ellucian will review and consider the most appropriate timing and strategy for the consolidation of Tribal's operating locations. To the extent possible, Ellucian intends to seek to rationalise a majority of the UK locations within 12 months of the Acquisition becoming Effective. Tribal does not have significant fixed assets (other than premises) and Ellucian envisages no material redeployment of the fixed assets of Tribal.

Management incentive arrangements

Following the Acquisition becoming Effective, Ellucian intends to review the management, governance and incentive structure of Tribal. Ellucian has not entered into, and has not had material discussions on the terms of, any form of incentivisation arrangement with members of Tribal's management, but may have such discussions for certain members of the Tribal management team following the Acquisition becoming Effective.

Trading Facilities

Tribal Shares are currently traded on AIM and, as set out in paragraph 15 below, a request will be made to the London Stock Exchange to cancel the admission to trading on AIM of the Tribal Shares, to take effect from or shortly after the Acquisition becoming Effective. As stated in paragraph 15, dealings in Tribal Shares will be suspended prior to the Acquisition becoming Effective and thereafter there will be no trading facilities in relation to Tribal Shares.

13 Tribal Share Plans

Participants in the Tribal Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the Tribal Share Plans and an appropriate proposal will be made to such participants which reflects their options and awards under the Tribal Share Plans in due course. Details of the impact of the Scheme on each of the Tribal Share Plans and the proposals will be set out in the Scheme Document.

14 Scheme process and conditions

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as the Bidco and Tribal may, with the consent of the Panel, agree and, if required, the Court may approve):

• a resolution to approve the Scheme is passed by a majority in number of Tribal Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Tribal Shareholders;
• the resolution(s) necessary to implement the Scheme and the Acquisition is/are passed by the requisite majority of Tribal Shareholders at the General Meeting;
• the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal (the "CMA Condition");
• the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal (the "ACCC Condition"); and
• the Secretary of State having approved the Acquisition pursuant to the NSI Act either by: (i) giving a final notification confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or (ii) making a final order permitting the Acquisition to proceed either unconditionally or subject to remedies or requirements satisfactory to Bidco and Tribal, and such order not having been revoked or varied as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived (the "NSI Condition").
• following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and Tribal); and
• the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal);
• the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal); or
• the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco and Tribal may, with the consent of the Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 7.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Tribal, specified a new date by which that Condition must be satisfied. However, if the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues Tribal intends to invoke the CMA Condition and/or ACCC Condition unilaterally whether with or without the support of Bidco given Tribal considers the CMA Condition and the ACCC Condition to be material terms of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless both the CMA Condition and the ACCC Condition have been satisfied.

Once the necessary approvals from Tribal Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the fourth quarter of 2023.

Upon the Scheme becoming Effective: (i) it will be binding on all Tribal Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Tribal Shares will cease to be valid and entitlements to Tribal Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any Tribal Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Tribal Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of Tribal after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as the Bidco and Tribal may, with the consent of the Panel, agree and, if required, the Court may approve).

CMA Condition

The Acquisition is conditional on the CMA Condition and Bidco and Tribal do not intend to implement the Acquisition without satisfaction of the CMA Condition.

The CMA Condition, which has been included following specific negotiation between Ellucian and Tribal, could be invoked by Bidco with the consent of the Panel if the CMA refers the Acquisition to a Phase 2 investigation or in the event that remedies offered by Bidco which are satisfactory to both Bidco and Tribal, with the aim of securing Phase 1 clearance, are not accepted as sufficient by the CMA. The CMA Condition could also be invoked unilaterally by Tribal if the CMA refers the Acquisition to a Phase 2 investigation whether with or without the support of Bidco.

Tribal Shareholders should note that Bidco intends to seek the Panel's consent to invoke the CMA Condition if the CMA would only be satisfied by Ellucian and Tribal undertaking remedies in the form of disposals which are unacceptable to or not deliverable by Ellucian and Tribal, as the integrity of the proposed Acquisition structure is an essential part of the strategic and economic rationale for the Acquisition.

In addition, Bidco intends to seek the Panel's consent to invoke the CMA Condition if the CMA refers the Acquisition to a Phase 2 investigation, because the delays to completion of the Acquisition that would necessarily arise would result in prolonged uncertainty and cost for Ellucian and Tribal.

Bidco's intentions in this regard have been discussed with Tribal, which shares Bidco's views of the material impact of such circumstances. Tribal considers the CMA Condition to be a material term of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless the CMA Condition has been satisfied. Tribal further intends to support any request by Bidco to seek the consent of the Panel to invoke the CMA Condition should the aforementioned circumstances arise, and in any event if the CMA refers the Acquisition to a Phase 2 investigation Tribal intends to invoke the CMA Condition unilaterally with or without the support of Bidco.

A decision by the Panel whether to permit Bidco to invoke a condition to the offer would be judged by the Panel by reference to the facts at the time that the relevant circumstances arise, including the views of the board of Tribal at the time.

ACCC Condition

The Acquisition is conditional on the ACCC Condition and Bidco and Tribal do not intend to implement the Acquisition without satisfaction of the ACCC Condition.

The ACCC Condition, which has been included following specific negotiation between Ellucian and Tribal, could be invoked by Bidco with the consent of the Panel if the ACCC publishes a Statement of Issues or in the event that remedies offered by Bidco which are satisfactory to both Bidco and Tribal, with the aim of securing a no objection letter, are not accepted as sufficient by the ACCC. The ACCC Condition could also be invoked unilaterally by Tribal if the ACCC publishes a Statement of Issues whether with or without the support of Bidco.

Tribal Shareholders should note that Bidco intends to seek the Panel's consent to invoke the ACCC Condition if the ACCC would only be satisfied by Ellucian and Tribal undertaking remedies in the form of disposals which are unacceptable to or not deliverable by Ellucian and Tribal, as the integrity of the proposed Acquisition structure is an essential part of the strategic and economic rationale for the Acquisition.

In addition, Bidco intends to seek the Panel's consent to invoke the ACCC Condition if the ACCC publishes a Statement of Issues, because the delays to completion of the Acquisition that would necessarily arise would result in prolonged uncertainty and cost for Ellucian and Tribal.

Bidco's intentions in this regard have been discussed with Tribal, which shares Bidco's views of the material impact of such circumstances. Tribal considers the ACCC Condition to be a material term of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless the ACCC Condition has been satisfied. Tribal further intends to support any request by Bidco to seek the consent of the Panel to invoke the ACCC Condition should the aforementioned circumstances arise, and in any event if the ACCC publishes a Statement of Issues Tribal intends to invoke the ACCC Condition unilaterally with or without the support of Bidco.

A decision by the Panel whether to permit Bidco to invoke a condition to the offer would be judged by the Panel by reference to the facts at the time that the relevant circumstances arise, including the views of the board of Tribal at the time.

NSI Condition

The Acquisition is conditional on the NSI Condition. Approval under the NSI Act is a legal requirement, and so the Acquisition cannot be implemented without satisfaction of the NSI Condition.

15 Delisting, and cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel trading in Tribal Shares on AIM on or shortly after the Effective Date.

It is expected that the last day of dealings in Tribal Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that Tribal will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

16 Documents

Copies of the following documents will be available promptly on Bidco's and Tribal's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.ellucian.com/investors/cash-offer and www.tribalgroup.com/investors/offer respectively and in any event by no later than noon on the Business Day following this announcement:

• this announcement;
• the Original Confidentiality Agreement;
• the Confidentiality Agreement;
• the Clean Team Protocol;
• the consents from financial advisers to being named in this announcement.

17 General

Bidco reserves the right to elect (with the consent of the Panel) to implement the acquisition of the Tribal Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the London Stock Exchange to cancel trading in Tribal Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4. The formal Scheme Document will be sent to shareholders of Tribal within 28 days of this announcement (or on such later date as may be agreed with the Panel).

BofA Securities (as financial adviser to Bidco) and William Blair and Investec (as joint financial advisers to Tribal) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and Bidco.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

Taylor Wessing LLP is acting as legal adviser to Tribal.

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 subject matter of this announcement.

Notice to U.S. Tribal Shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Ellucian or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tribal Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. 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 as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

U.S. Tribal Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Tribal Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Dealing and Opening Position Disclosure Requirements

No profit forecasts, estimates or quantified benefits statements

Requesting hard copy documents

General

If the Acquisition is effected by way of an Offer, and such an 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 2006 Act so as to acquire compulsorily the remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Rule 2.9 of the Takeover Code

Appendix 1

Conditions and Further Terms of the Transaction

Part A

Conditions to the Scheme and Acquisition

• The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date, or such later date (if any) as Bidco and Tribal may, with the consent of the Panel, agree and (if required) the Court may allow.

Conditions of the Scheme

The Scheme will be subject to the following Conditions:

2.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by Tribal Shareholders who are on the register of members of Tribal (or the relevant class or classes thereof) at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal with the consent of the Panel (and that the Court may approve if required));

2.2 (i) the Resolutions being duly passed at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal with the consent of the Panel (and that the Court may approve if required));

2.3 (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Tribal)), and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal with the consent of the Panel (and that the Court may approve)); and

2.4 the delivery of the office copy of the Court Order to the Registrar of Companies.

General Conditions

• In addition, subject as stated in Part B of this Appendix 1, Bidco and Tribal have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust

3.1 the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal;

3.2 the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal.

Regulatory

3.3 the Secretary of State having approved the Acquisition pursuant to the NSI Act either by: (i) giving a final notification confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or (ii) making a final order permitting the Acquisition to proceed either unconditionally or subject to remedies or requirements satisfactory to Bidco and Tribal, and such order not having been revoked or varied as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived;

Other Third Party clearances

3.4 no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other similar body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might:

3.4.1 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group or require amendment of the Scheme;

3.4.2 require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Tribal Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.4.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Tribal (or any member of the Wider Tribal Group) or on the ability of any member of the Wider Tribal Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Tribal Group to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.4.4 other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Bidco Group or the Wider Tribal Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Tribal Group or any asset owned by any third party which is material in the context of the Wider Tribal Group or the Wider Bidco Group, in either case taken as a whole;

3.4.5 require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Tribal Group;

3.4.6 result in any member of the Wider Tribal Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.4.7 impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Tribal Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Tribal Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider Tribal Group, in either case, taken as a whole or in the context of the Acquisition; or

3.4.8 except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Tribal Group or any member of the Wider Bidco Group in each case in a manner which is adverse to and material in the context of the Wider Tribal Group taken as a whole or of the financing of the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Tribal Shares or otherwise intervene having expired, lapsed, or been terminated;

3.5 other than in relation to the matters referred to in Conditions 3.1 to 3.3, all notifications, filings or applications which are deemed by Bidco, acting reasonably, to be necessary or reasonably considered to be appropriate in any relevant jurisdiction having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Bidco, acting reasonably, to be necessary or reasonably considered to be required in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Tribal by any member of the Wider Bidco Group having been obtained on terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Tribal Group or the Wider Bidco Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Tribal Group, any member of the Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.6 no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group;

Confirmation of absence of adverse circumstances

3.7 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Tribal Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Tribal or because of a change in the control or management of any member of the Wider Tribal Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Tribal Group taken as a whole or to the financing of the Acquisition:

3.7.1 any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Tribal Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.7.2 the rights, liabilities, obligations, interests or business of any member of the Wider Tribal Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Tribal Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.7.3 any member of the Wider Tribal Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Tribal Group taken as a whole or in the context of the Acquisition;

3.7.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Tribal Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Tribal Group otherwise than in the ordinary course of business;

3.7.5 other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Tribal Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

3.7.6 the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Tribal Group being prejudiced or adversely affected;

3.7.7 the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Tribal Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

3.7.8 any liability of any member of the Wider Tribal Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business;

No material transactions, claims or changes in the conduct of the business of the Tribal Group

3.8 except as Disclosed, no member of the Wider Tribal Group having since 31 December 2022:

3.8.1 save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue or transfer out of treasury or any employee benefit trust of Tribal Shares on the exercise of options or vesting of awards granted in the ordinary course under the Tribal Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Tribal Shares out of treasury;

3.8.2 recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Tribal or one of its wholly‑owned subsidiaries;

3.8.3 save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider Tribal Group taken as a whole;

3.8.4 save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business and to an extent which is material in the context of the Wider Tribal Group taken as a whole;

3.8.5 issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.6 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long-term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider Tribal Group to an extent which is or is reasonably likely to be material to the Wider Tribal Group taken as a whole;

3.8.7 entered into any licence or other disposal of intellectual property rights of any member of the Wider Tribal Group which are material in the context of the Wider Tribal Group and outside the normal course of business;

3.8.8 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Tribal Group save for salary increases, bonuses or variations of terms in the ordinary course;

3.8.9 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Tribal Group which, taken as a whole, are material in the context of the Wider Tribal Group taken as a whole;

3.8.10 (i) (excluding the trustee of any pension scheme(s) established by a member of the Wider Tribal Group other than Tribal itself) made, agreed or consented to or procured any significant change to: (a) the terms of any existing trust deeds, rules, policy or other governing documents, or entered into or established any new trust deeds, rules, policy or other governing documents, constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Tribal Group or their dependants and established by a member of the Wider Tribal Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the basis or rate of employer contribution to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law; or (ii) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (iii) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

3.8.11 changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan other than to replace a vacancy;

3.8.12 entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.13 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph 3.8.1 above, made any other change to any part of its share capital to an extent which (other than in the case of Tribal) is material in the context of the Wider Tribal Group taken as a whole;

3.8.14 other than with respect to claims between Tribal and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.16 (other than in respect of a member of the Wider Tribal Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.17 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.19 terminated or varied the terms of any agreement or arrangement between any member of the Wider Tribal Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Tribal Group taken as a whole; or

3.8.20 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Tribal Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

3.9 since 31 December 2022, and except as Disclosed, there having been:

3.9.1 no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Tribal Group to an extent which is material to the Wider Tribal Group taken as a whole or to the financing of the Acquisition;

3.9.2 no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider Tribal Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Tribal Group or to which any member of the Wider Tribal Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, might reasonably be expected to have a material adverse effect on the Wider Tribal Group taken as a whole, and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Tribal Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Tribal Group which, in any such case, might reasonably be expected to have a material adverse effect on the Wider Tribal Group taken as a whole;

3.9.3 no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Tribal Group to an extent which is material to the Wider Tribal Group taken as a whole;

3.9.4 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Tribal Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider Tribal Group taken as a whole; and

3.9.5 no member of the Wider Tribal Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Tribal Group taken as a whole.

3.10 since 31 December 2022, except as Disclosed, Bidco not having discovered:

3.10.1 that any financial, business or other information concerning the Wider Tribal Group publicly announced or disclosed to any member of the Wider Bidco Group at any time prior to the date of this announcement by or on behalf of any member of the Wider Tribal Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.10.2 that any member of the Wider Tribal Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider Tribal Group taken as a whole; or

3.10.3 any information which affects the import of any information disclosed to Bidco at any time prior to the date of this announcement by or on behalf of any member of the Wider Tribal Group which is material in the context of the Wider Tribal Group taken as a whole;

Environmental liabilities

3.11 except as Disclosed, Bidco not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco‑systems, no past or present member of the Wider Tribal Group, in a manner or to an extent which is material in the context of the Wider Tribal Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Tribal Group taken as a whole;

Intellectual Property

3.12 except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Tribal Group which would be reasonably likely to have a material adverse effect on the Wider Tribal Group taken as a whole or is otherwise material and adverse in the context of the Acquisition, including:

3.12.1 any member of the Wider Tribal Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider Tribal Group and material to its business being revoked, cancelled or declared invalid;

3.12.2 any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Tribal Group to, or the validity or effectiveness of, any of its intellectual property that is material to the business of the Wider Tribal Group; or

3.12.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Tribal Group that is material to the business of the Wider Tribal Group being terminated or varied;

Anti‑corruption and sanctions

3.13 except as Disclosed, Bidco not having discovered that (to an extent that is material in the context of the Wider Tribal Group taken as a whole):

3.13.1 any past or present member of the Wider Tribal Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;

3.13.2 any member of the Wider Tribal Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

3.13.4 a member of the Tribal Group has engaged in a transaction which would cause the Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states; or

No criminal property

3.14 except as Disclosed, Bidco not having discovered that any asset of any member of the Wider Tribal Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B

Further terms of the Acquisition

1. Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i), 2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with Tribal to extend the relevant deadline. However, if the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues, Tribal intends to invoke the CMA Condition and/or the ACCC Condition unilaterally whether with or without the support of Bidco given Tribal considers the CMA Condition and the ACCC Condition to be material terms of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless both the CMA Condition and the ACCC Condition have been satisfied.

• Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.
• If the Panel requires Bidco to make an offer or offers for Tribal Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
• Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent. In such event, such Offer will be implemented on the same terms and conditions so far as applicable, as those which would apply to the Scheme.
• Tribal Shares will be acquired by Bidco fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Acquisition becomes Effective.
• If, on or after the date of this announcement and before the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid in respect of the Tribal Shares (other than the Permitted Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tribal Shares by the aggregate amount of all or part of any such dividend, distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Tribal Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value. Any exercise by Bidco of its rights referred to in this paragraph 10 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
• The Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

Appendix 2

Sources and Bases of Information

• The fully diluted issued ordinary share capital of 215,494,199 Tribal Shares is based on:

1.1 212,221,746 Tribal Shares in issue as at 19 September 2023 (being the latest practicable date before this announcement); plus

1.2 3,272,453 Tribal Shares which may be issued on or after the date of this announcement pursuant to the Tribal Share Plans and share awards as at 3 October 2023 (being the latest practicable date before this announcement) and which includes 603,508 options that may be granted to certain executives (including the executive Directors) of Tribal under the Tribal Share Plans after the date of this announcement.

The figure for the fully diluted ordinary share capital stated above does not include 282,353 of unvested options granted pursuant to the Tribal Share Plans as at 3 October 2023 (being the latest practicable date before this announcement) which are not scheduled for vesting until after the Long Stop Date and which therefore, under the terms of the relevant Tribal Share Plans, will lapse if the Scheme has become Effective by the Long Stop Date.

• A value of approximately £159,465,707 for the entire issued and to be issued share capital of Tribal is based on:

2.1 an offer price of 74 pence per Tribal Share; and

2.2 Tribal's fully diluted issued ordinary share capital of 215,494,199 Tribal Shares, as set out in paragraph 1 above.

• The implied enterprise value for Tribal of £172,345,707 is calculated by reference to the valuation of the Acquisition referenced in paragraph 2 above plus reported net debt of £12,880,000 as at 30 June 2023.
• Unless otherwise stated, the financial information of Tribal is extracted (without material adjustment) from the unaudited accounts of the Tribal Group for the 6 months ended 30 June 2023.
• The volume-weighted average prices have been derived from Bloomberg data and have been rounded to the nearest whole number.
• Certain figures included in this announcement have been subject to rounding adjustments.

Appendix 3

Details of Irrevocable Undertakings and Letters of Intent

Directors

The following Tribal Directors have given irrevocable undertakings to vote in favour of the resolutions (including the Scheme) relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept the Offer) in respect of their own beneficial holdings (or those Tribal Shares over which they have control) of Tribal Shares:

The irrevocable undertakings referred to in paragraph 1 above cease to be binding on the earlier of the following occurrences (i) this announcement not having been released by 10.00 a.m. (London time) on the date that is one Business Day from the date of the undertaking (or such later date as Bidco and Tribal may agree); (ii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco has not, by that time, publicly announced its intention to proceed with the Acquisition by way of an Offer; (iv) the Scheme has not become Effective by 11:59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and Tribal, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the date on which any competing offer for the entire issued, and to be issued, share capital of Tribal is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes Effective.

Irrevocable Undertakings from Shareholders

The following shareholders has given an irrevocable undertaking to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings in respect of their own beneficial holding of Tribal Shares:

The irrevocable undertakings given by LF Gresham House UK Smaller Companies Fund and Strategic Equity Capital plc shall lapse and cease to have effect in certain circumstances including (i) on the earlier of the day after the General Meeting and 31 December 2023, (ii) if the Scheme Document is not dispatched within 28 days of the date of this announcement, (iii) if the Scheme lapses or is withdrawn (other than because Bidco has elected to implement the acquisition by way of an Offer) or (iv) if a third party announces an offer or scheme of arrangement to acquire the entire issued share capital of Tribal at a price of not less than 77.7 pence per Tribal Share.

The irrevocable undertakings given by Oryx International Growth shall lapse and cease to have effect in certain circumstances including (i) if the Scheme Document is not dispatched within 28 days of the date of this announcement, (ii) if the Scheme lapses or is withdrawn (other than because Bidco has elected to implement the acquisition by way of an Offer), (iii) if the Scheme has not become Effective on or before the Long Stop Date or (iv) if a third party announces not later than noon on the 40th day following posting of the Scheme Document, a firm intention to make an offer for the whole of the issued and to be issued share capital of Tribal at a price per Tribal Share of more than 80 pence and Bidco fails to match such price within 10 Business Days.

Letters of Intent from Shareholders

The following shareholders has given a non-binding and revocable letter of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings in respect of their own beneficial holding of Tribal Shares:

Appendix 4

Definitions

The following definitions apply throughout this document unless the context otherwise requires:

All times referred to are London time unless otherwise stated.