OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Tribal Group PLC

23 September 2026

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Tribal Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):  The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:  Use a separate form for each offeror/offeree	Tribal Group plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:  The latest practicable date prior to the disclosure	22 September 2026
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?  If it is a cash offer or possible cash offer, state “N/A”	N/A

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares 5p
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests in ordinary shares of Tribal Group plc held by the directors of Tribal Group plc, their close relatives and related trusts 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 and close relatives 1,663,762 0.78% Diane Josephine McIntyre 140,493 0.07% Total 8,889,992 4.15% Interests held as options or awards by directors of Tribal Group plc in ordinary shares of Tribal Group plc (A) Mark Jeremy Pickett                    Long Term Incentive Plan 2018 Number of Tribal Group plc ordinary shares of which options granted / subject to award Date of grant Vesting date Expiry Date Exercise price (£) 173,022 16/10/2023 16/10/2026 16/10/2033 Nil 376,407 13/06/2024 13/06/2026 13/06/2034 Nil 598,208 13/06/2024 13/06/2027 13/06/2034 Nil 540,292 16/09/2025 16/09/2028 16/09/2035 Nil 550,000 19/05/2026 19/05/2029 19/05/2036 Nil (B) Diane Josephine McIntyre                    Long Term Incentive Plan 2018 Number of Tribal Group plc ordinary shares of which options granted / subject to award Date of grant Vesting date Expiry Date Exercise price (£)       145,965 16/10/2023 16/10/2026 16/10/2033 Nil 223,057 13/06/2024 13/06/2026 13/06/2034 Nil 354,494 13/06/2024 13/06/2027 13/06/2034 Nil 392,939 16/09/2025 16/09/2028 16/09/2035 Nil 400,000 19/05/2026 19/05/2029 19/05/2036 Nil

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	23 September 2026
Contact name:	Diane Josephine McIntyre (Chief Financial Officer)
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

 

END