No intention to make an offer for Tribal Group

NOT 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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE

27 October 2026

Jenzabar, Inc.

No intention to make an offer for Tribal Group plc ("Tribal")

On 29 September 2026 Jenzabar, Inc. ("Jenzabar") announced a possible cash offer for the entire issued and to be issued ordinary share capital of Tribal.  

Following approval of the resolutions put to shareholders at Tribal's General Meeting held on 26 October 2026 in respect of the proposal by Thames Bidco Limited (a newly formed company controlled by funds and accounts managed or advised by Main Capital Partners) to acquire the business and assets of Tribal, Jenzabar confirms that it does not intend to make a firm offer for Tribal.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, Jenzabar and persons acting in concert with it will be bound by the restrictions in Rule 2.8 of the Code for six months from the date of this announcement, except with the consent of the Panel on Takeovers and Mergers (the "Panel") or on the occurrence of a circumstance expressly reserved below.

Under Note 2 on Rule 2.8 of the Code, Jenzabar reserves the right, for itself and persons acting in concert with it, to set aside those restrictions in the following circumstances:

a)   with the agreement of the board of directors of Tribal;

b)   following the announcement of a firm intention to make an offer for Tribal by or on behalf of a third party;

c)   following the announcement by Tribal of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

d)   if the Panel determines that there has been a material change of circumstances.

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Important information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote, in any jurisdiction whether pursuant to this announcement or otherwise.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England and Wales.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.