Tribal Grp. Regulatory News (TRB)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO ("EXCLUDED TERRITORIES"). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Tribal Group plc("Tribal" or the "Group")

Results of Rights Issue, Total Voting Rights and Notification of Transactions of Directors, Persons Discharging Managerial Responsibility ("PDMR") or Connected Persons

Tribal Group plc is pleased to announce that, by the latest time and date for receipt of valid acceptances (11.00 a.m. on 18 April 2016), it had received valid acceptances in respect of 88,550,727 ordinary shares of 5 pence each in the capital of Tribal (each a "New Ordinary Share"), representing approximately 93.36% of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 1 for 1 rights issue announced by the Group on 16 March 2016 (the "Rights Issue").

It is expected that dealings in the New Ordinary Shares, fully paid, will commence on the London Stock Exchange's main market for listed securities from 8.00 a.m. on 19 April 2016.

It is also expected that the New Ordinary Shares held in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 19 April 2016, and that share certificates in respect of New Ordinary Shares held in certificated form will be despatched to Qualifying Shareholders by no later than 26 April 2016.

In accordance with its obligations under the Underwriting Agreement, commencing at 7.00 a.m. on 19 April 2016, Investec Bank plc ("Investec") shall use reasonable endeavours to procure, by no later than 5.00pm on 20 April 2016, subscribers for all (or as many as possible) of the remaining 6,298,514 New Ordinary Shares not validly accepted, failing which Investec, as underwriter, has agreed to acquire any remaining underwritten New Ordinary Shares. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.

Qualifying Shareholders who did not take up their rights in the Rights Issue may have the New Ordinary Shares to which they are entitled sold on their behalf. To the extent that such New Ordinary Shares are sold at a premium to the Rights Issue offer price of 22 pence per New Ordinary Share, the relevant Qualifying Shareholders shall be entitled to such premium, subject to brokerage and exchange costs. Amounts of less than £5.00 will not be paid to such Shareholders but will instead accrue for the benefit of Tribal.

A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.

Unless otherwise stated, capitalised terms in this announcement have the same meaning as in the combined prospectus and circular posted to shareholders on 16 March 2016, a copy of which is available on the Company's website at www.tribalgroup.com.

Total Voting Rights

In accordance with the FCA's Disclosure and Transparency Rules, Tribal notifies that as at the date of this notice, following the completion of the Rights Issue and the Admission of the Subscription Shares, the Group's issued share capital will consist of 195,380,299 ordinary shares of 5 pence each ("Ordinary Shares"), which have one vote per share. No Ordinary Shares are held in treasury. This figure may be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or a change in their interest in, Tribal, under the Disclosure and Transparency Rules.

Notification of transactions of directors, PDMRs or connected persons

Further to the announcement made by the Group on 18 April 2016 relating to certain transactions undertaken by the Group's directors, PDMRs and/or their connected persons in the Nil Paid Rights in connection with the Rights Issue (the "Nil Paid Rights Announcement"), in accordance with DTR 3.1.4R, the Group announces that today such directors, PDMRs and/or their connected persons have acquired New Shares corresponding to the number of Nil Paid Rights that were validly taken up as set out in the Nil Paid Rights Announcement.

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of Tribal. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

A copy of the Prospectus is available from the registered office of Tribal and on Tribal's website at www.tribalgroup.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. Neither the content of Tribal's website nor any website accessible by hyperlinks on Tribal's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/ or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Tribal and is acting for no one else in connection with the Disposal, Rights Issue, Subscriptions, Share Matching Plan and Delisting and AIM Admission, and will not regard any other person as a client in relation to the Disposal, Rights Issue, Subscriptions, Share Matching Plan and Delisting and AIM Admission and will not be responsible to anyone other than Tribal for providing the protections afforded to its clients, nor for providing advice in connection with the Disposal, Rights Issue, Subscriptions, Share Matching Plan and Delisting and AIM Admission or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec in its capacity as Sponsor by the FSMA, Investec does not accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Tribal or the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Shares or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Investec accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Investec, and/or its affiliates provides various investment banking, commercial banking and financial advisory services from time to time to Tribal.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Tribal or Investec. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Tribal since the date of this announcement or that the information in it is correct as at any subsequent date.

Investec and its respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, Fully Paid Rights or New Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Investec and any of its affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Investec does not propose to make any public disclosure in relation to such transactions.