Sch 1 Update - Tribal Group Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

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

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Kings Orchard

One Queen Street

Bristol

BS2 0HQ

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.tribalgroup.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Group provides software and services that primarily support the management of institutions which deliver education and training. Tribal mainly works with universities, colleges and schools in the UK, Asia Pacific and other countries in the English-speaking world. It works with managers, administrators and senior academic staff to enhance the quality of education and experience their institutions offer to their students.

Tribal is a provider of student management systems to universities, colleges and schools in its established markets of the UK, Australia and New Zealand. Tribal serves an installed customer base including universities, colleges and schools, from which recurring annual support revenues in excess of £30 million were generated during the year ended 31 December 2015.

Tribal's software business operates through a traditional software revenue model. Customers are provided with a licence to the software, and implementation services are then provided to enable customers to configure the software to suit their requirements. Following installation, support and maintenance services are provided to assist customers in their ongoing use of the software, and to keep software installed on customer sites up to date.

Tribal's services are typically provided through long-term contracts.

A prospectus providing further information on Tribal and the disposal of its non-core Synergy business, was published on 16 March 2016.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

195,380,299 ordinary shares of 5p each ("Ordinary Shares")

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Admission

Anticipated market capitalisation on Admission: £94m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

4.24% not in public hands at admission

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Richard Last - Chairman

Ian James Bowles - Chief Executive

Stephen (Steve) Derrick Breach - Group Finance Director

Roger Steven McDowell - Senior Independent Director

David John Egan - Non-Executive Director

Proposed Director

Mark Jeremy Pickett - Chief Financial Officer (replacing Steve Breach on 4 July 2016)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2015

(iii) As follows:

a. Half year report to 30 June 2016 - published by 30 September 2016

b. Annual report to 31 December 2016 - published by 30 June 2017

c. Half year report to 30 June 2017 - published by 30 September 2017

EXPECTED ADMISSION DATE:

3 May 2016

NAME AND ADDRESS OF NOMINATED ADVISER:

Investec Bank plc

2 Gresham Street

London

EC2V 7QP

NAME AND ADDRESS OF BROKER:

Investec Bank plc

2 Gresham Street

London

EC2V 7QP

N+1 Singer Capital Markets

1 Bartholomew Lane

London

EC2N 2AX

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A. Quoted Applicant

DATE OF NOTIFICATION:

29 April 2016

NEW/ UPDATE:

Update

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

The Main Market for Officially Listed securities operated by the London Stock Exchange plc

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

8 July 2002

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Following due and careful enquiry, the Company confirms that it has adhered to the legal and regulatory requirements involved in having securities listed on the Main Market for Officially Listed securities operated by the London Stock Exchange plc

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

http://www.tribalgroup.com/

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Board's strategy for the Group is:

· Continued extension and enhancement of Tribal's existing product portfolio;

· Embedding rich analytics functionality within Tribal's student management systems;

· Growing recurring and subscription-based revenues;

· Focused regional investment; and

· Cost reduction, efficiency and clear accountability.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as announced by the Company on 16 March 2016, there have been no other significant changes in the financial or trading position of Tribal Group plc since 31 December 2015, being the last financial period for which audited consolidated accounts have been published

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Company or its Group will be insufficient for at least 12 months from the date of its admission

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will be through the CREST system for uncertificated shares. Shareholders can also deal based on share certificates

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

http://www.tribalgroup.com/

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

N/A

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.tribalgroup.com/

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

N/A