Proposed adjournment of General Meeting
Tribal Group plc announced its intention to adjourn its General Meeting scheduled for October 2, 2026, due to a procedural matter concerning the proposed acquisition by Main Capital Partners. The Directors believe the sale, with an improved cash consideration of approximately £231.2 million, remains in the best interests of shareholders. Irrevocable undertakings to vote in favour of the acquisition have been secured for 113,066,571 Ordinary Shares, representing 52.7% of the issued share capital, making the resolution's passage at a rescheduled meeting highly probable.
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The Board of Tribal announces its intention to propose the adjournment of its general meeting due to be held at 9:30am on 2 October 2026 (the “General Meeting”) to seek shareholder approval of the proposed acquisition of the Tribal Group businesses by Main Capital Partners, as announced on 11 September 2026 (the “Proposed Sale”).
The Directors of the Company have received legal advice concerning a procedural matter in relation to the convening of the General Meeting and accordingly the Board intends to propose an adjournment of the General Meeting.
It is the intention of the Board to convene a new general meeting (the “New General Meeting”) to seek shareholder approval of the Proposed Sale and a further announcement will be made notifying shareholders of the date of the New General Meeting, together with details of the time and the venue of the meeting, in the coming days.
The Directors remain of the opinion that the Proposed Sale on the improved terms of cash consideration of approximately £231.2 million is in the best interests of the Company and its Shareholders as a whole.
The total number of Tribal shares which are subject to new irrevocable undertakings to vote in favour of the resolution to be proposed at the New General Meeting is 113,066,571 Ordinary Shares, representing, in aggregate, approximately 52.7 per cent of the Company’s issued share capital. These irrevocable undertakings will not lapse in the event of any offer being received by the Company at any value. As a consequence, the Resolution is expected to be passed at the New General Meeting. Further details can be found in the Appendix of this announcement.
Tribal will make further announcements as and when appropriate.
Website publication
APPENDIX
IRREVOCABLE UNDERTAKINGS
Each of the Directors who hold Ordinary Shares in the Company has provided an irrevocable undertaking to instruct a vote in favour of the resolution to be proposed at the New General Meeting in respect of their beneficial holdings of Ordinary Shares, further details of which are set out below.
| Name | Number of Ordinary Shares | % of issued share capital |
|---|---|---|
| Richard Last | 3,095,726 | 1.44% |
| Roger Steven McDowell | 3,975,726 | 1.85% |
| Nigel Halkes | 14,285 | 0.01% |
| Mark Jeremy Pickett | 1,663,762 | 0.78% |
| Diane Josephine McIntyre | 140,493 | 0.07% |
| Total | 8,889,992 | 4.15% |
In addition to the irrevocable undertakings from the Directors, the Buyer has received irrevocable undertakings from Harwood Capital, Gresham House Asset Management Limited, Schroder Investment Management Limited, Liontrust Investment Partners LLP and RWC Asset Management LLP to vote in favour of the resolution to be proposed at the New General Meeting in respect of a total of 104,176,579 Ordinary Shares, representing approximately 48.6 per cent. of the Company’s issued share capital on 1 October 2026 (being the last Business Day before the date of this announcement), further details of which are set out below.
| Name | Number of Ordinary Shares | % of issued share capital |
|---|---|---|
| Harwood Capital | 33,700,000 | 15.7% |
| Gresham House Asset Management Limited | 24,809,108 | 11.6% |
| Schroder Investment Management Limited | 16,900,000 | 7.9% |
| Liontrust Investment Partners LLP | 16,553,207 | 7.7% |
| RWC Asset Management LLP | 12,214,264 | 5.7% |
| Total | 104,176,579 | 48.6% |
The irrevocable undertakings will not lapse in the event of any offer being received by the Company at any value. The irrevocable undertakings given by Liontrust Investment Partners LLP and RWC Asset Management LLP will cease to be effective if the General Meeting has not been held by no later than 29 October 2026.
The Buyer has therefore received irrevocable undertakings in respect of a total of 113,066,571 Ordinary Shares, representing, in aggregate, approximately 52.7 per cent. of the Company's issued share capital on 1 October 2026 (being the last Business Day before the date of this announcement).
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.