Tribal to leave AIM and wind up after Main Capital sale

Tribal Group posted a circular to its shareholders on 12 November asking them to wind the company up. A general meeting on 7 December will vote on a members’ voluntary liquidation and on canceling the shares’ admission to AIM, which the education software group expects to take effect on 22 December.

The listed company has no business left to run. Two days earlier it completed the sale of every operating subsidiary to Thames Bidco, a company controlled by funds of Main Capital Partners, for about £231.2m in cash. After payments to holders of share options, about £225.1m is left in Tribal Group plc.

Richard Last, Tribal’s chair, wrote in the circular that the board had considered the options available and “believes that the Proposals represent the most efficient and cost-effective method for returning value to Shareholders”. The proposed liquidators, from PwC, expect to keep back about £1.5m for remaining costs and to pay out the vast majority of the cash around 21 December. Tribal had earlier told shareholders to expect no first payment before the first quarter of 2027.

What is being wound up is the parent company. The software that universities and colleges run, including the SITS, EBS and Maytas student systems, moved to its new owner on 10 November. Chief executive Mark Pickett and chief financial officer Diane McIntyre resigned from the plc board that day as part of the sale. Last and two other directors remain, and Last has taken on the company secretary’s role.

A sale of the subsidiaries

The liquidation follows from how the deal was built. Main bought the operating companies from Tribal, so the purchase price was paid to the listed company and its shareholders still held their shares. A solvent winding-up is the board’s chosen way to pass the money on.

Tribal announced that structure on 11 September, at a price of about £189.3m. The same day its directors rejected a 95p-a-share proposal for the whole company from SilverTree Equity Partners, which they said was not deliverable. The sale needed a shareholder vote under AIM’s rules, and the approach made it a requirement of the Takeover Code too.

Main raised its price on 27 September to the sum it eventually paid, which Tribal put at about 105p a share. Two days later Jenzabar said it might offer 111p in cash, subject to due diligence and committed financing. The board called Main’s terms “the only certain transaction currently available”.

By then shareholders holding about 52.7% of the shares had signed undertakings to back the sale that would hold whatever a rival offered. The resolution passed on 26 October, and Jenzabar said the next day that it would make no offer.

The board’s reasoning

Tribal’s directors said in September that they remained confident in the company on its own. They called its prospects strong, citing annual recurring revenue up 9.7% year on year in the first half of 2026.

Their case for selling began with the stock market. The sale, they wrote, gave shareholders “a certain cash value at a valuation level that may not otherwise become available for Tribal in its current form as a publicly traded company”. They described the thin market in Tribal’s shares as “an inherent structural issue relevant to many UK small-cap stocks”.

The shares closed at 63p on the day before the deal was announced. Tribal put the cash per share from Main’s raised price at a premium of about 66.7% to that close.

Main’s UK plans

Sjoerd Aarts, Main’s managing partner and head of Benelux and UK, said in the September announcement that he saw potential to “accelerate Tribal’s cloud transition, broaden its product offering and further strengthen its international position”. The same announcement listed selective acquisitions among the two companies’ aims.

In an article Main published on 10 November, the day the sale completed, the firm called Orgvue its first UK platform investment, followed by Tribal. “Our ambition is to become one of the leading software investors in the UK,” Aarts said there. He described Main’s method as a “proven buy-and-build approach”, and Main said expanding its London team was a key priority.

The business now belongs to a private owner, which has no obligation to report to the market every six months as Tribal did on AIM. What Main adds to it, and how fast customers move to the cloud versions of its products, will be known only when Main or Tribal chooses to say.

The circular says the sum available depends on the liabilities and costs the liquidators meet, with a second and final payment to follow once those are settled. Each resolution on 7 December is a special resolution, and the board intends to change the company’s name once they pass.

The business has changed hands, the cash is in the company and the vote is set. Still open are the final amount per share, which rests with the liquidators, and which acquisitions Main makes around Tribal.