Business
Results of adjourned Court and General Meetings
Results of adjourned Court and General Meetings.
About this update from Tribal Group Plc
[{"type":"text","content":"\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.\nFOR IMMEDIATE RELEASE\n11 December 2023\nRECOMMENDED CASH ACQUISITION\nof\nTribal Group Plc\nby\nTiger Bidco 1 Ltd\n(a newly formed company indirectly owned by Ellucian Company, L.P.)\nto be effected by means of a Scheme of Arrangement\nunder Part 26 of the Companies Act 2006\nResults of adjourned Court Meeting and adjourned General Meeting and Lapsing of Scheme\nOn 5 October 2023 the boards of Tiger Bidco 1 Ltd (\"Bidco\") and Tribal Group plc (\"Tribal\") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of Tribal to be effected by means of a Court sanctioned scheme of arrangement (the \"Scheme\") under Part 26 of the Companies Act 2006 (the \"Acquisition\").\nOn 1 November 2023, Tribal published and posted a circular to Tribal Shareholders (the \"Scheme Document\"), setting out, amongst other things, the background to, the terms of, and the reasons for the Tribal Board recommending, the Acquisition. The Scheme Document also contained, amongst other things, the Scheme and notices of the Court Meeting and the General Meeting, which were convened for 27 November 2023. At the meetings held on 27 November 2023, both the Court Meeting and General Meeting were adjourned until 12.00 p.m and 12.15 p.m today, respectively.\nEarlier today, Tribal convened the adjourned Court Meeting and adjourned General Meeting in connection with the Acquisition.\nAt the adjourned Court Meeting, 135 out of 147 Scheme Shareholders present and voting (whether in person or by proxy) voted in favour of the Scheme, representing 68.29 per cent. in value of the Scheme Shares. While the majority of Scheme Shareholders voting and present at the Court Meeting voted in favour of the Scheme, this did not meet the requirement that Scheme Shareholders voting and present at the Court Meeting representing 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders must vote in favour of the Scheme.\nAt the adjourned General Meeting, 68.48 per cent. of the Tribal Shareholders present and voting (whether in ...