Possible offer for Tribal Group
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 September 2026
Jenzabar, Inc.
Possible cash offer for Tribal Group plc
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):
(i) with the agreement or recommendation of the Tribal board;
(ii) 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;
(iii) 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
(iv) 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.
Enquiries:
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Jenzabar, Inc. Jenzabar Enquiries |
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Stifel (Financial Adviser to Jenzabar) |
+44 (0) 20 7710 7747 |
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Alex Price and Tushar Pande |
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Important information
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Jenzabar and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Jenzabar for providing the protections afforded to clients of Stifel, nor for providing advice in relation to the matters referred to herein. Neither Stifel nor any of its affiliates 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 Stifel in connection with the matters referred to in this announcement, or otherwise.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this announcement, this inside information will be considered to be in the public domain.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.jenzabar.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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