24th May 2005 15:24
Tribal Group PLC24 May 2005 Tribal Group plc Tribal Group plc ("Tribal" or the "Group") announces the acquisition of minorityinterests in two of the Group's subsidiaries, the crystallisation of certainearn-out arrangements and an application to admit shares for listing as part ofthe satisfaction of certain further consideration obligations. These actionsare part of Tribal's programme to simplify its corporate structure and will alsofacilitate the completion of the divisionalisation of its group. 1. Acquisition of minority interests. Tribal has today agreed to purchase all of the minority shareholdings in itssubsidiaries Tribal Technology Limited ("Tribal Technology") and TribalEducation Limited ("Tribal Education"). The purchase of all such shareholdingshas taken place, other than those which are the subject of shareholder approvalas described below. The total cost of acquiring the minority interests inTribal Technology and Tribal Education is £4,385,000. In respect of the purchase of the minority shareholdings in Tribal Technology,the total consideration is £2,985,000, paid as to £1,238,372 in cash and£1,746,628 in loan notes that can be redeemed by the issue of Tribal shares.Tribal has the option to redeem the loan notes by issuing new Tribal shares intwo tranches, based on the market value of Tribal shares at the time of suchredemption. The first redemption period is following the announcement of theGroup's results for the year ended 31 March 2005, to be announced on 21 June2005. The second redemption period follows the announcement of Tribal's interimresults for the six months ending 30 September 2005. Each redemption periodwill last for ten business days. A twelve month lock-up arrangement will applyto 60 per cent. of any shares issued. Included in the acquisition of minority shareholdings in Tribal Technologydescribed above are holdings of 7,488 'C' ordinary shares held by each of SimonLawton and Peter Martin, two Directors of Tribal. Each of these Directors willreceive, in consideration for his shareholding, £59,044 in cash and £59,044 inthe same form of loan notes as described above. In accordance with s320 of theCompanies Act 1985, shareholder approval will be sought to complete the purchaseof these shares. A resolution to this effect will be put before shareholders atTribal's forthcoming Annual General Meeting. Each Director has today notifiedthe Group of this transaction affecting his interests in shares in Tribal and inTribal Technology. In respect of the purchase of minority shareholdings in Tribal Education, thetotal consideration is £1,400,000. The consideration will be satisfied by theissue of £1,400,000 loan notes. Tribal has the option to redeem up to 50 percent. of the loan notes by the issue of new Tribal shares, based on the marketvalue of Tribal shares at the time of such redemption, following theannouncement of the Group's results for the year ended 31 March 2005. Anyshares issued will be subject to lock-up arrangements for a minimum of twelvemonths from the date of issue. 2. Crystallisation of earn-out arrangements Tribal has agreed to satisfy the outstanding earn-out arrangements for thefollowing companies by payment of a total consideration of £4,078,000: • Atlas Media Group Limited • Foundation Software Solutions Limited • Geronimo Public Relations Limited • Marina Pirotta Communications Limited The total consideration is payable as follows: £1,862,000 in cash and loan notesand £2,216,000 payable in new Tribal shares (or loan notes at Tribal's option).£1,062,000 of the cash and loan note sum of £1,862,000 is payable at completion,with the balance being payable after the announcement of the Group's interimresults for the six months ending 30 September 2005. The new Tribal shares willbe issued on the following dates, based on the market value of Tribal shares atthe time of issue: • £718,000: payable after the announcement of the Group's interim results for the six months ending 30 September 2005; • £800,000: payable after the announcement of the Group's results for the year ending 31 March 2006; and • £698,000: payable after the announcement of the Group's interim results for the six months ending 30 September 2006. All payments will be made within ten business days of the relevant announcementdate. 3. Application for the admission of new shares Application will be made today for the admission of 320,953 new ordinary sharesof 5p each in Tribal (the "New Tribal Shares") to the Official List of the UKListing Authority and to trading on the London Stock Exchange. The New Tribal Shares have been issued pursuant to earn-out arrangements inrespect of the acquisition of Network Training Publishing Limited. The NewTribal Shares will rank pari passu in all respects with the existing ordinaryshares and it is expected that trading will commence on 27 May 2005. Save as stated above, there has been no significant change affecting any of thematters contained in earlier announcements and no other significant matter hasarisen in respect of these transactions which would require furtherannouncement. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tribal Grp.