Tribal Group plcLSE: TRB

Tribal Group: Rule 2.8 Statement

· Issued by Tribal Group plc

Summary by 6ix AI

SilverTree Equity Partners LLP said on October 9, 2026 that it does not intend to make an offer for Tribal Group plc. On September 11, 2026, Tribal Group had said SilverTree made a non-binding potential offer for all of its issued and to be issued ordinary shares.

Key details

  • Under Rule 2.8 of the City Code on Takeovers and Mergers (the UK takeover rules), SilverTree and anyone acting in concert (cooperating) with it are bound by the restrictions in that rule for six months from the date of the statement, unless the Panel on Takeovers and Mergers (the UK takeover regulator) consents.
  • SilverTree's statement refers to a sale and purchase agreement dated September 11, 2026 between Thames Bidco Limited and Tribal Group, without describing its terms.

What’s still pending

  • SilverTree reserves the right to set aside the restrictions if the September 11, 2026 sale and purchase agreement between Thames Bidco Limited and Tribal Group is terminated, lapses or does not complete, with the agreement of the Tribal Group board.
  • It also reserves that right if a third party, including Jenzabar, Inc., announces a firm intention to make an offer for Tribal Group.
  • The restrictions may also be set aside if Tribal Group announces a Rule 9 waiver proposal (a proposal to waive a requirement to make a mandatory offer) or a reverse takeover (as defined in the Code), or if the Panel decides there has been a material change of circumstances.

6ix AI wrote this summary from the release below and checked it against the release.

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 OR REGULATIONS OF SUCH JURISDICTION

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

FOR IMMEDIATE RELEASE

9 October 2026

Statement from SilverTree Equity Partners LLP ("SilverTree")
Statement of intention not to make an offer for Tribal Group plc ("Tribal Group")

On 11 September 2026, Tribal Group announced that SilverTree had made a non-binding potential offer for the entire issued and to be issued ordinary shares in the capital of Tribal Group.

SilverTree confirms that it does not intend to make an offer for Tribal Group.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, SilverTree (and any person(s) acting in concert with it) will, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions set out in Rule 2.8 of the Code for a period of six months from the date of this statement.

For the purposes of Rule 2.8 of the Code, SilverTree (and any person(s) acting in concert with it) reserves the right to set aside the restrictions in Rule 2.8 of the Code in any of the following circumstances:

(a)   in the event the sale and purchase agreement dated 11 September 2026 between Thames Bidco Limited and Tribal Group is terminated, lapses or otherwise does not complete in accordance with its terms, with the agreement of the board of Tribal Group;

(b)   following an announcement of a firm intention to make an offer for Tribal Group made by or on behalf of a third party (including Jenzabar, Inc.);

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

(d)   where the Panel has determined that there has been a material change of circumstances.

Enquiries

Andrew Limeburner

+44 7980 876 538

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.

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