Placing and Open Offer/Acqn

Tribal Group PLC
21 November 2001





Not for release, publication or distribution in or into the United States,
Canada, Australia, the Republic of Ireland, Japan or South Africa.



21 November 2001



Tribal Group plc



                       Proposed Placing and Open Offer



Tribal Group plc ('Tribal Group'), the provider of professional support
services to the public and private sectors in the UK, announces a proposed
placing and open offer to raise £20.9 million (net of expenses) through the
issue of 7,729,553 new ordinary shares of 5p each at a price of 280p per
share.  The placing and open offer has been fully underwritten by Granville
Baird.



The funds raised will be used to continue Tribal Group's expansion, support
its acquisition strategy and to reduce the Company's existing bank
indebtedness.



*           The placing and open offer will raise £20.9 million (net of
            expenses) for Tribal Group.



*           Issue price of 280p per new ordinary share.



*           Acquisition of APD Technical Limited for an initial
            consideration of £4.05 million.



*           Interim results for the six months ended 30 September 2001 also
            announced today and show continuing growth.



*           Dealings in the new ordinary shares are expected to commence on
            18 December 2001.



Commenting on the fundraising, Henry Pitman, Chief Executive of Tribal Group,
said:



'We are very pleased with the response that we have had from institutional
investors to the placing and open offer.  The funds raised will enable us to
take full advantage of the opportunities presented to us in our rapidly
growing markets and to repay our existing bank indebtedness.  I believe that
Tribal Group is in the right place at the right time and this fundraising will
assist us in achieving a leading position in the public sector outsourcing
market.'



Enquiries:



Tribal Group plc - 01386 702900
Henry Pitman, Chief Executive
Simon Lawton, Finance Director

Granville Baird Limited - 020 7488 1212
Nicholas Naylor
Xavier de Mol



Not for release, publication or distribution in or into the United States,
Canada, Australia, the Republic of Ireland, Japan or South Africa.



21 November 2001



                               Tribal Group plc

 ('Tribal Group' or the 'Company' and, together with its subsidiaries, the '
                                   Group')



        Proposed placing and open offer (the 'Placing and Open Offer')



Introduction



Tribal Group announces today its intention to raise approximately £20.9
million (net of expenses) by way of a Placing and Open Offer of 7,729,553 new
ordinary shares of 5p each ('New Ordinary Shares') at 280p per New Ordinary
Share.  The net proceeds of the Placing and Open Offer will be used to
continue the Group's expansion, support its acquisition strategy and to reduce
the Company's existing bank indebtedness. The Placing and Open Offer has been
fully underwritten by Granville Baird.



Tribal Group also announces the acquisition of APD Technical Limited ('APD
Technical'), a company that provides property consulting and asset management
services to local authorities. The acquisition of APD Technical is not
conditional upon Tribal Group's Shareholders approval and was completed today.



Background on Tribal Group



Tribal Group provides professional support services to the public and private
sectors in the UK. The Group's core market is the education sector, although
it is increasingly delivering services to local authorities and the wider
public sector.



The Group was established in 1999 and, by the end of 2000, it had acquired
several companies delivering a range of education and information management
services. In February 2001, the Group floated on the Alternative Investment
Market of the London Stock Exchange ('AIM') and raised £10.1 million (net of
expenses). This strengthened Tribal Group's balance sheet by eliminating the
borrowings taken on since the Group was formed.



Since its flotation, Tribal Group has acquired businesses that have further
strengthened its position in the education sector and extended its presence
into other areas of the public sector, notably local authorities. In all
cases, the Group has continued its policy of ensuring that the vendor managers
of each business it acquires retain appropriate equity incentives in Tribal
Group. Tribal Group's services now encompass the following areas:



-     Management consultancy - a range of consultancy, funding, inspection and
benchmarking services to schools, local education authorities (LEAs), local
authorities and further education (FE) colleges;

-     Information management - library, information management and IT services
to FE colleges, local authorities and the private sector;

-     Property - architectural, project management, asset management and
health and safety services to schools, FE colleges and local authorities; and

-     Human resources - professional development, employment consultancy,
interim management, recruitment advertising and senior search and selection
services to schools, FE colleges, LEAs and local authorities.



On a pro forma basis for the year ended 31 March 2001, Tribal Group had
turnover of £24.1 million and operating profits (before goodwill amortisation
and employee benefit trust costs) of £4.8 million. The Group's interim results
for the six months ended 30 September 2001, which were announced today,
demonstrate Tribal Group's continuing growth.



Tribal Group's strategy is to develop its position as a leading UK provider of
professional support services. Its major focus is on the £2.5 billion
(estimated to rise to £5 billion by 2004) education outsourcing market. As the
Group develops, it will increasingly deliver services to other areas of the
public sector (initially, local authorities but, in due course, the health
sector and other parts of central government) and to the private sector.



To date, Tribal Group has implemented its strategy through the acquisition of
companies that are leaders in their niche markets, generating high margins and
positive cash flows and led by entrepreneurial management teams. These
acquisitions have brought together the necessary expertise and customer
relationships to establish Tribal Group as a significant force in its markets
and to enable the Group to bid for large, long-term outsourcing contracts.
Tribal Group's subsidiaries are achieving significant organic growth on their
own account, accelerated by cross selling opportunities between group
companies and by utilising the national coverage of the Group's offices.



Tribal Group will continue to make acquisitions that strengthen its position
in its existing markets or take it into related areas of the public sector.



Background to, and reasons for, the Placing and Open Offer



Following the acquisition of APD Technical, the Group's net indebtedness is
approximately £14.4 million. The net proceeds of the Placing and Open Offer
will be used to reduce this indebtedness and the balance will be placed on
deposit before being used to support the Group's expansion and acquisition
strategy. The Placing and Open Offer and the new banking arrangements entered
into in September 2001 with the Group's existing lender, the Bank of Scotland,
will give Tribal Group considerable flexibility in the financing of its future
acquisitions and its future growth. Following the Placing and Open Offer, the
Group will have borrowing facilities of £20.0 million available to it and net
cash balances of £6.5 million.



The Directors believe that all of Tribal Group's existing markets will
continue to grow and that the Group will be well placed to expand its share of
these markets. The net amount raised under the Placing and Open Offer will
ensure that Tribal Group has the flexibility to capitalise on available
opportunities within its markets.



Current trading and prospects



The interim results of Tribal Group for the six months ended 30 September
2001, which were announced today in a separate announcement, show:



-     turnover increasing by 273 per cent. to £15.3 million;

-     profit before goodwill amortisation, employee benefit trust costs,
      interest and taxation increasing by 250 per cent. to £2.1 million; and

-     adjusted earnings per ordinary share of 3.95p.



The second half of the current financial year has started well and over 58% of
Tribal Group's second half revenue target is already committed. The Group has
made a number of acquisitions since the start of the financial year and the
Directors are confident that these will all provide a beneficial full year
effect.



All of Tribal Group's companies are performing well and the Group's markets
continue to grow. The Group now has the skills, management, reference sites
and momentum to take advantage of the many opportunities available to it. With
a strong focus on organic growth and continuing acquisition opportunities, the
Board views the second half of the financial year with confidence.



Acquisition of APD Technical and issue of deferred consideration shares



Tribal Group has today announced the acquisition of the entire issued share
capital of APD Technical. The acquisition of APD Technical is not conditional
upon shareholder approval and was completed today.



APD Technical provides a range of property consulting, asset management and IT
services to local authorities. Its principal product is a suite of software
tools that can provide a local authority with a comprehensive range of
property and asset management services. APD Technical currently has nearly 40
local authority clients with whom it typically has long-term contractual
arrangements for the provision of its services. The Directors believe that APD
Technical will strengthen Tribal Group's existing portfolio of property
services and that APD Technical's growth can be accelerated through the range
of relationships that the Group has with local authorities.



Based on unaudited accounts for the year ended 31 October 2001, APD Technical
achieved an operating profit of £0.605 million (after adjusting for certain
costs that will not be replicated post acquisition) on turnover of £1.361
million. The initial consideration of £4.05 million, is to be satisfied by the
issue of 196,428 new ordinary shares (the 'APD Technical Consideration Shares
'), £3.334 million in bank guaranteed loan notes and £0.166 million in cash.
Additional consideration of £0.45 million, to be satisfied by the issue of new
ordinary shares of 5p each, will be payable, subject to the audited accounts
of APD Technical confirming that APD Technical's operating profit for the year
ended 31 October 2001 was not less than that set out in the unaudited accounts
referred to above. Further deferred consideration of up to approximately £5.5
million may be payable depending on the growth in APD Technical's operating
profits in the three years ending 31 March 2005. Any deferred consideration
will be payable in new ordinary shares of 5p each or bank guaranteed loan
notes (at Tribal Group's election).



The Company is also issuing 1,464,056 new ordinary shares of 5p each (the 
'Deferred Consideration Shares') as deferred consideration pursuant to the sale
and purchase agreements it entered with the vendors of SfE Limited, Instant
Library Limited, Network Training (Taunton) Limited and Dundas Consultancy
Services Limited.



Application has been made for admission of the APD Technical Consideration
Shares and the Deferred Consideration Shares to trading on AIM. It is expected
that the APD Technical Consideration Shares and the Deferred Consideration
Shares will commence trading on AIM on 27 November 2001. The APD Technical
Consideration Shares and the Deferred Consideration Shares will rank pari
passu in all respects with the Existing Ordinary Shares, save that they will
not be entitled to participate in the Open Offer.



Details of the Placing and Open Offer



The Company is proposing to raise approximately £20.9 million (net of
expenses) by the issue of 7,729,553 New Ordinary Shares. Pursuant to the
Placing and Open Offer, Granville Baird, as agent for the Company, has
conditionally agreed to place 2,901,349 New Ordinary Shares at 280p per share
with institutional and other investors, subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer.



Certain Directors and certain Shareholders have irrevocably undertaken to the
Company and Granville Baird not to take up their entitlements of New Ordinary
Shares under the Open Offer in respect of a total of 4,828,204 New Ordinary
Shares. Accordingly, these shares are being placed firm with institutional and
other investors by Granville Baird at 280p per share.



Qualifying Shareholders are being given the opportunity to subscribe under the
Open Offer for New Ordinary Shares at 280p per share on the following basis:



2 New Ordinary Shares for every 9 Existing Ordinary Shares



held by them on 14 November 2001 (the 'Record Date'), rounded down to the
nearest whole number, and so in proportion for any other number of Existing
Ordinary Shares then held. Fractions of New Ordinary Shares will not be
allotted to Qualifying Shareholders but, together with New Ordinary Shares
attributable to those overseas shareholders that are not eligible to
participate in the Open Offer, will be aggregated and subscribed for under the
Placing Agreement and the proceeds will be retained for the benefit of the
Company. Qualifying Shareholders may apply for any number of New Ordinary
Shares up to their maximum entitlement, as set out on their Application Form.



The New Ordinary Shares will, when issued, rank pari passu, in all respects
with the Existing Ordinary Shares. It is expected that admission of the New
Ordinary Shares to trading on AIM ('Admission') will become effective and
dealings in the New Ordinary Shares will commence on 18 December 2001.



Completed Application Forms must be received by no later than 3.00 p.m. on 12
December 2001.  The latest time and date for splitting Application Forms (to
satisfy bona fide market claims only) is 3.00 p.m. on 10 December 2001.
Application Forms are personal to the Qualifying Shareholders named thereon
and are transferable only to satisfy bona fide market claims.



General



The Directors of Tribal Group accept responsibility for the information
contained in this announcement.  To the best of the knowledge and belief of
the Directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.



The Open Offer is not being made directly or indirectly in or into the United
States of America, Canada, Australia, Japan or the Republic of Ireland.  The
Company and Granville Baird reserve the right in their absolute discretion to
treat as invalid any application for New Ordinary Shares under the Open Offer
if it is appears to the Company and Granville Baird and their agents that such
application or acceptance thereof may involve a breach of the laws or
regulations of any overseas jurisdiction.







A prospectus, to be dated 21 November 2001, containing details of the Placing
and Open Offer and a notice of an extraordinary general meeting, convened for
9.00 a.m. on 14 December 2001 to be held at the offices of SfE Limited, 1
Portland Square, Bristol BS2 8RR, will be posted to Qualifying Shareholders
today, together with the Application Form and a form of proxy.  Copies of the
prospectus will be available to the public, free of charge from the offices of
Granville Baird from today until a period of not less than 14 days after the
date that dealings commence in the New Ordinary Shares.  The Placing and Open
Offer is conditional upon, inter alia, Admission and the passing of the
relevant resolution by Tribal Group's Shareholders at the extraordinary
general meeting.



Granville Baird Limited, which is regulated by The Financial Services
Authority, is acting as the Company's nominated adviser in connection with the
proposed Placing and Open Offer. Its responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to any other
person in respect of their decision to acquire shares in the Company in
reliance on any part of this document. No representation or warranty, express
or implied, is made by Granville Baird Limited as to any of the contents of
this announcement. Granville Baird Limited will not be offering advice and
will not be responsible for providing the protections afforded to customers of
Granville Baird Limited to recipients of this announcement in respect of the
Placing and Open Offer or any acquisition of shares in the Company.



Unless the context requires otherwise, terms and expressions used herein shall
bear the same meaning as used in the prospectus to Shareholders that will be
posted today.



ENDS