Completion of Sale
Summary by AI BETAClose X
10 November 2026
Tribal Group plc
("Tribal", the "Company" or the "Group")
Completion of Sale, Board Changes, Proposed Cancellation of Admission to Trading on AIM and Members’ Voluntary Liquidation
Tribal (AIM: TRB) is pleased to announce that the sale of the entire issued share capital of the Group Companies to Thames Bidco Limited, a company controlled by funds and accounts managed or advised by Main Capital Partners, has completed. This follows Shareholder approval of the Sale at the General Meeting held on 26 October 2026 and the subsequent satisfaction of the NSIA Condition.
The Company has received in full the cash consideration of £225,098,891 for the sale of the shares in the Group Companies and the sum of £6,120,882 payable to option holders in return for the release of their options, in accordance with the sale arrangements described in the Company’s circular dated 2 October 2026 (the “Transaction Circular”).
Board and committee changes
As anticipated in the Transaction Circular, Mark Pickett, Chief Executive Officer, and Diane McIntyre, Chief Financial Officer, have resigned from the Board with immediate effect following Completion. The Board thanks Mark and Diane for their significant contributions to Tribal and wishes them and the operating businesses every success under their new ownership.
The Board now comprises Richard Last, Chair, Roger McDowell, Senior Independent Director, and Nigel Halkes, Non-Executive Director. Reflecting the reduced size of the Board and the Company’s activities following Completion, each of the Audit, Remuneration, Nomination and ESG Committees will comprise all three remaining Directors.
Diane McIntyre has also resigned as Company Secretary and Richard Last has been appointed as Company Secretary with effect from Completion.
Proposed members’ voluntary liquidation, cancellation and amendments to the Articles
As previously announced and described in the Transaction Circular, the Board intends to return the Net Cash Proceeds to Shareholders through a members’ voluntary (solvent) liquidation of the Company.
The Company expects shortly to post a further circular (the “MVL Circular”) to Shareholders convening a general meeting (the “MVL General Meeting”) at which approval will be sought for:
- the Company to be placed into members’ voluntary liquidation and the appointment of joint liquidators (the “Liquidators”) for the purposes of the winding up (the “MVL Resolution”);
- the cancellation of admission of the Company’s Ordinary Shares to trading on AIM (the “Cancellation”), pursuant to the proposed cancellation resolution (the “Cancellation Resolution”); and
- amendments to the Company’s articles of association to enable the Board to change the Company’s name, address the treatment of certain de minimis liquidation distributions and correct the definition of Ordinary Shares to reflect their nominal value of £0.05 each.
Subject to Shareholder approval of the proposed members’ voluntary liquidation and the appointment of the joint liquidators, it is currently anticipated that an initial distribution to Shareholders, representing the vast majority of the cash available for return to Shareholders, will be made in Q4 2026. This is earlier than previously indicated and reflects current liquidation and payment planning. The amount and timing of that distribution will be determined by the joint liquidators, taking into account appropriate provision for the Company’s liabilities and the costs and expenses of the liquidation. An expected timetable of principal events is set out below.
The MVL Circular will contain full details of these proposals. A further announcement will be made in due course.
The Cancellation
Following Completion, the Company is classified as an AIM Rule 15 cash shell. The Company does not propose to make an acquisition that constitutes a reverse takeover under AIM Rule 14 or become an investing company. The Directors have considered the benefits and disadvantages to the Company and Shareholders in retaining its admission to trading on AIM. As the Company now has no material trading operations, the Board believes that it is in the best interests of Shareholders for the Company to seek a cancellation of the Company's admission to trading on AIM.
In accordance with Rule 41 of the AIM Rules for Companies, the Company hereby notifies the proposed cancellation of the admission of its shares to trading on AIM, subject to Shareholder approval at the General Meeting.
Expected timetable of principal events for the proposed Cancellation
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Announcement of proposed Cancellation timetable
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10 November 2026 |
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Publication and posting of the MVL Circular, the Notice of the General Meeting and the Form of Proxy
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12 November 2026 |
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Latest time and date for receipt of Forms of Proxy, CREST Proxy Instructions or electronic proxy appointments for the General Meeting
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9:30 a.m. on 3 December 2026 |
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Record date for entitlement to vote at the General Meeting |
6.00 p.m. on 3 December 2026
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Suspension of the trading in the Ordinary Shares on AIM
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7.30 a.m. on 7 December 2026 |
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General Meeting
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9:30 a.m. on 7 December 2026 |
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Record date for participation in the first cash distribution
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6.00 p.m. on 7 December 2026 |
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Appointment of Liquidators*
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7 December 2026 |
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Publication of the results of the General Meeting
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7 December 2026 |
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Expected first cash distribution to Shareholders
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on or around 21 December 2026 |
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Cancellation of admission to trading on AIM**
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7.00 a.m. on 22 December 2026 |
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Notes:
- References in this document are to London times unless otherwise stated and are subject to change.
- Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.
*Appointment of the Liquidators is conditional on passing the MVL Resolution at the General Meeting.
**Cancellation is conditional on passing the Cancellation Resolution and the MVL Resolution at the General Meeting.
Dealings in the Ordinary Shares are expected to be suspended at 7.30 a.m. on the day of the General Meeting, following the last day of dealings on 4 December 2026. The Company intends to remain admitted to AIM during suspension for a short period after the General Meeting to allow the first distribution to be made before the Cancellation.
Until the Cancellation takes effect, the Ordinary Shares should remain as qualifying investments for individual savings accounts (ISAs). Shareholders holding through an ISA should consult their ISA manager about the treatment of their shares and any liquidation distributions, including any distribution made after Cancellation. The timing of distributions and any particular Shareholder’s tax treatment are not guaranteed.
If the Cancellation becomes effective, Investec Bank plc will cease to be the Company's nominated adviser pursuant to the AIM Rules and the Company will no longer be required to comply with the AIM Rules.
The principal effects of the Cancellation will include the following:
- there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares, and given that the Company intends to proceed to the MVL, no other recognised market or trading facility is intended to be put in place to facilitate trading in the Ordinary Shares;
- accordingly it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;
- the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;
- Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek Shareholder approval for certain corporate actions;
- the required levels of disclosure and corporate governance within the Company will be significantly less than those applicable to a company whose shares are admitted to trading on AIM;
- the Company will no longer be required to have an independent nominated adviser and broker;
- the Company’s CREST facility will be disabled following the first distribution, after which Ordinary Shares held in CREST will cease to be transferable through CREST and all subsequent distributions will be paid by cheque only. Transfers of Ordinary Shares will remain subject to the Articles and applicable law. In particular, after the commencement of the members’ voluntary liquidation, any transfer of Ordinary Shares will be void unless made to, or with the sanction of, the Liquidators; and
- the Cancellation may also have personal taxation consequences for Shareholders, who should consult their own professional independent tax adviser if in any doubt as to their tax position.
Shareholders should be aware that if the Cancellation takes effect, they will cease to hold shares admitted to trading on AIM and will instead hold shares without a trading facility. Trading is expected to have been suspended before Cancellation, as described above, and there will be no matched bargain or other trading facility.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Transaction Circular.
Enquiries:
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Tribal Group plc |
via Alma |
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Richard Last, Chair
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Investec Bank plc (Financial Adviser, NOMAD & Joint Broker) |
+44 (0) 20 7597 5970 |
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Luke Spells, Virginia Bull, Alamgir Ahmed, Arnav Kapoor, Gopal Mann |
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Singer Capital Markets Advisory LLP (Joint Broker) Sara Hale, Alex Bond
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+44 (0) 20 7496 3000 |
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Alma Strategic Communications (PR Adviser) |
+44 (0)203 405 0205 |
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Caroline Forde, Hannah Campbell, Emma Thompson |
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Important information
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Tribal as financial adviser and broker and no one else in connection with the Transaction referred to in this announcement and neither Investec Bank plc nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than Tribal for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising in connection with, or from the use of, this announcement or the contents of this announcement or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.
Singer Capital Markets Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as Corporate Broker exclusively for Tribal and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Tribal for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the subject matter of this announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein, the Transaction or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Announcement.
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