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20 Nov 2023 07:45
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 THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 November 2023
Jenzabar, Inc.
Statement regarding Tribal Group plc
Jenzabar, Inc. ("Jenzabar") strongly opposes the offer announced by Ellucian Company L.P. ("Ellucian") on 5 October 2023 to acquire the entire issued and to be issued share capital of Tribal Group plc ("Tribal") by way of a scheme of arrangement (the "Ellucian Offer") and will vote all of its shares and any further shares it acquires against the Ellucian Offer in any general meeting or other shareholder vote undertaken by Tribal to effect its implementation.
Rule 2.8 statement
Jenzabar confirms it does not intend to make a firm offer for Tribal, which is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, Jenzabar and any person(s) acting in concert with it, reserve the right to set the restrictions in Rule 2.8 aside in any of the following circumstances:
a) with the agreement of the Board of Tribal in the event of the withdrawal or lapse of the Ellucian Offer;
b) if a third party other than Ellucian announces a firm intention to make an offer for Tribal;
c) if Tribal announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or
d) if the Takeover Panel has determined that there has been a material change of circumstances.
Enquiries:
| Greenhill (Financial Adviser to Jenzabar) | +44 20 7198 7400 |
| Dean Rodrigues | |
| David Wyles | |
| Peel Hunt (Sole Executing Broker to Jenzabar) | +44 20 7418 8900 |
| Richard Chambers | |
| Equity Syndicate - Jock Maxwell Macdonald / Sohail Akbar |
Important notice
Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively to Jenzabar and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Jenzabar for providing the protections afforded to clients of Greenhill or its affiliates, nor for providing advice in relation to any matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole executing broker exclusively for Jenzabar and for no one else in connection with the matters referred to in this announcement and neither Peel Hunt nor any of its affiliates will be responsible to anyone other than Jenzabar for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of, or matters referred to in, this announcement.
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