The board cited legal advice on a procedural matter and kept its recommendation of Main Capital's roughly £231.2 million deal. The lapse date falls two days after Jenzabar's deadline to bid.
Private Markets · FinancialMarkets.com · October 2, 2026 · Tickers: TRB.L
Earlier this week, Tribal Group's board turned down its largest shareholder's request to postpone Friday's vote. On Friday morning, the board moved to postpone it anyway.
The U.K. education software company said it intended to propose the adjournment of its 9:30 a.m. general meeting after receiving "legal advice concerning a procedural matter in relation to the convening" of the meeting. It said a new date would be announced "in the coming days." The board continues to recommend the sale of Tribal's businesses to Main Capital Partners for about £231.2 million.
The undertakings
Holders of about 113.1 million shares, or 52.7% of Tribal, have given irrevocable undertakings to vote for the Main Capital deal. They include directors with 4.15%, Harwood with 15.7%, Gresham House with 11.6%, Schroders with 7.9%, Liontrust with 7.7% and RWC with 5.7%. The undertakings do not lapse if a higher offer arrives.
Friday's announcement disclosed a limit on two of them. The Liontrust and RWC commitments, about 13.4% of the shares combined, "will cease to be effective if the General Meeting has not been held by no later than 29 October 2026."
Without those two, committed support would fall to about 39.3%.
The other calendar
Jenzabar, a U.S. education software company that owns about 26.2% of Tribal and has floated a possible cash offer of 111 pence a share, against Main Capital's roughly 105 pence, has until Oct. 27 under U.K. takeover rules to announce a firm offer or walk away. SilverTree Equity Partners, whose 95-pence approach the board rejected, faces an Oct. 9 deadline.
The new timetable reverses the order of events. Before Friday, shareholders would have voted three and a half weeks before Jenzabar had to decide. If the rescheduled meeting falls after Oct. 27, Jenzabar's decision will be known first. If it slips past Oct. 29, about a quarter of the committed votes are freed.
What the board has not said
The announcement does not describe the procedural issue or say whether it affects the documents sent to shareholders. It does not give the new date.
The date
The notice of the new general meeting is the next document, and its date relative to Oct. 27 and Oct. 29 is the variable. SilverTree's Oct. 9 deadline and any firm offer from Jenzabar would follow.