Possible offer for Tribal Group

Tribal shareholders are urged to take no action and to vote AGAINST the Resolution at the General Meeting on 2 October 2026

Summary

• Jenzabar, Inc. ("Jenzabar") announces that it is considering a possible cash offer for the entire issued and to be issued ordinary share capital of Tribal Group plc ("Tribal" or the "Company") at a price of 111 pence per Ordinary Share in cash (the "Possible Offer").
• The Possible Offer represents a premium of approximately 5.7 per cent. to the approximately 105 pence per Ordinary Share which the Tribal Board is asking shareholders to approve on 2 October 2026 under the proposed sale of the Tribal Group businesses to Thames Bidco Limited, a company controlled by funds and accounts managed or advised by Main Capital Partners (the "Proposed Sale"), and a premium of approximately 76.1 per cent. to the closing price of 63 pence per Ordinary Share on 10 September 2026 (being the last practicable date prior to the announcement by Thames Bidco Limited).
• Jenzabar is the beneficial holder of 56,139,342 Ordinary Shares in Tribal, representing approximately 26.19 per cent. of Tribal's issued ordinary share capital. It has been a shareholder since 2015 and is the largest single holder on the register.
• Unlike the Proposed Sale, the Possible Offer would deliver cash to shareholders under a Code-governed offer, rather than through an asset sale followed by cancellation of the AIM admission and a members' voluntary liquidation with distribution only in due course.
• Jenzabar calls on the Tribal Board to adjourn the General Meeting convened for 9:30 a.m. on 2 October 2026 and to engage with Jenzabar, so that shareholders are not deprived of the opportunity to decide on the merits of a higher, fully financed cash offer.

A proposal that is deliverable

The Tribal Board rejected a competing proposal at 95 pence per Ordinary Share on deliverability grounds, citing a lack of clear visibility on funding and the potential need for a merger control condition. Jenzabar has addressed both points before making this announcement:

• Funding. The cash consideration payable under the Possible Offer would be funded from Jenzabar's existing cash resources and debt facilities and/or debt or equity financing committed by third parties which are to be finalised. Confirmation of financial resources under Rule 2.7(d) would be provided by Jenzabar's financial adviser at the time of any Rule 2.7 announcement.
• Regulatory. Jenzabar has taken advice on UK merger control and on the National Security and Investment Act 2021. Jenzabar's activities are principally focused on the United States higher education market and Tribal's Student Information Solutions business serves institutions in the United Kingdom and internationally. On the basis of that advice, Jenzabar does not consider that the Possible Offer raises a substantive UK merger control issue, and is prepared to discuss with the Board an appropriate allocation of regulatory risk.
• Certainty of structure. Any offer would be implemented under the Code, with the consideration paid directly to shareholders. Shareholders would not bear liquidation, cost or timing risk, and would not be dependent on a members' voluntary liquidation completing as estimated. Tribal has cautioned that the Increased Net Cash Proceeds actually received "may differ from, or be materially lower than" those estimated.

Why shareholders should vote against the Proposed Sale

• The Proposed Sale would extinguish the opportunity. If the Resolution is passed, Tribal will have sold its entire operating business and there will be no company for shareholders to receive an offer for. The vote on 2 October is therefore not a vote on price; it is a vote on whether shareholders retain the right to consider a higher offer at all.
• The price has already moved once, by £41.9 million in sixteen days. The consideration was increased from approximately £189.3 million to approximately £231.2 million between 11 and 27 September 2026. Jenzabar does not believe a process capable of that movement in sixteen days has exhausted the value available to shareholders.
• Share price premia are the wrong benchmark. The premia cited in Tribal's announcement on 28 September 2026 are measured against a closing price of 63 pence on 10 September 2026 and volume weighted average prices of 61.6p, 60.7p and 58.3p over one, three and six months respectively. The Company attributes the depressed rating in part to the illiquidity of its own shares, which it describes as "an inherent structural issue relevant to many UK small-cap stocks." A premium to a price the Board accepts is depressed by market structure is not evidence of full value. Indeed, the revised Proposed Offer by Main Capital gives an implied EV/EBITDA multiple for FY25A of 13.2x. This is less than the 13.8x EV/EBITDA multiple for FY23's then consensus market expectations, namely £12.5m, offered by Ellucian Company L.P. in 2023. Jenzabar has held its investment in Tribal since 2015 and remains a long-term supporter of the Company, its management team and its employees.
• A majority of the register has been locked up on terms that cannot respond to a higher offer. Irrevocable undertakings over 113,066,571 Ordinary Shares, approximately 52.7 per cent. of the issued share capital, have been given on the basis that they "will not lapse in the event of any offer being received by the Company at any value".
• Shareholders are being asked to vote without a revised circular. Tribal has stated that it does not intend to publish a revised circular in respect of the improved terms, notwithstanding that the consideration has changed by approximately £41.9 million and that a competing offeror has now emerged.
• The business is performing. Group Annual Recurring Revenue grew 9.7 per cent. year-on-year to £66.5 million in H1 2026, with Core ARR up 10.7 per cent., and the businesses being sold generated revenue of £92.5 million and adjusted EBITDA of £17.5 million for the year ended 31 December 2025. The Directors themselves state that they "remain confident in the standalone prospects of Tribal".

Requests to the Tribal Board

Jenzabar has today written to the Chair of Tribal requesting that the Board:

• adjourns the General Meeting convened for 9:30 a.m. on 2 October 2026 for a period sufficient to allow Jenzabar to complete confirmatory due diligence and to announce a firm intention to make an offer under Rule 2.7 of the Code;
• provides Jenzabar, promptly and on request under Rule 21.3 of the Code, with all information provided to Main Capital Partners and to Thames Bidco Limited during the relevant period (as set out in Rule 21.1(b)), on conditions no more onerous than those imposed on them, as required by Rule 21.3(a) and the Note on Rule 21.3 headed "Information provided to a purchaser of assets"; and
• confirms that it will engage with Jenzabar in good faith in discharge of its duties under section 172 of the Companies Act 2006.

Action to be taken by Tribal shareholders

Jenzabar urges Tribal shareholders to vote AGAINST the Resolution at the General Meeting. Proxy appointments must be received by not later than 9:30 a.m. on 30 September 2026. Shareholders who have already voted in favour may change their instruction up to that deadline. Shareholders who are subject to irrevocable undertakings should take their own advice as to their position.

Rule 2.4 and Rule 2.5 statements

At this stage, there can be no certainty that an offer will be made by Jenzabar. A further announcement will be made if and when appropriate.

In accordance with Rule 2.5 of the Code, Jenzabar reserves the right to amend the terms of any offer (including to make an offer on less favourable terms than those set out in this announcement and / or introduce other forms of consideration):

• with the agreement or recommendation of the Tribal board;
• if Tribal announces, declares or pays a dividend or any other distribution or return of value to its shareholders after the date of this announcement, in which case Jenzabar reserves the right to make an equivalent reduction in value to any offer;
• save in respect of the possible offer received by Tribal from Silvertree, details of which are contained in Tribal's announcement on 11 September 2026, if a third party announces a possible offer or a firm intention to make an offer for Tribal which is of a value less than the value of the consideration under the Possible Offer; or
• if Tribal announces a Rule 9 waiver pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

In accordance with Rule 2.6(a) of the Code, Jenzabar must, by not later than 5.00 p.m. on 27 October 2026 (being 28 days following the date of this announcement), either announce a firm intention to make an offer for Tribal in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Rule 26.1 disclosure