TRYB Tribe Technology Plc

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

21 January 2025

Tribe Technology PLC

("Tribe Tech", the "Company" or the "Group")

Proposed cancellation of admission of the Ordinary Shares to trading on AIM

Proposed re-registration as a private limited company and adoption of New Articles

and

Notice of General Meeting

Tribe Technology PLC (AIM: TRYB), a disruptive technology-first developer and manufacturer of world-class autonomous mining equipment, announces the proposed cancellation of admission of its Ordinary Shares to trading on AIM, its proposed re-registration as a private limited company and the proposed adoption of new articles of association.

Further to the Company's announcement on 19 December 2024, the Directors consider that it is in the best interests of the Company and its Shareholders taken as a whole to cancel the admission of the Ordinary Shares to trading on AIM.  A circular (the "Circular") will be sent to Shareholders today and will shortly be available on the Company's website, www.tribetechgroup.com, setting out the background to and reasons for the Resolutions. Extracts from the Circular are set out, without material amendment, below.

The Company is seeking Shareholder approval for the proposals at a general meeting, to be convened for at 2:00 p.m. on 12 February 2025 at the offices Allenby Capital Limited at 5th Floor, 5 St Helen's Place, London, EC3A 6AB.

Pursuant to Rule 41 of the AIM Rules, the Company through its nominated adviser, Allenby Capital Limited, has notified the London Stock Exchange of the date of the proposed Cancellation which is expected to become effective at 7.00 a.m. on 21 February 2025 if the Cancellation Resolution is passed at the General Meeting.

The Cancellation is conditional upon the approval of not less than 75 per cent of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

-END-

For further information, please visit www.tribetechgroup.com or contact:

Tribe Technology PLC                                                                                                         via Tavistock

Preeti Mardia, Executive Chair

Allenby Capital Limited (Nominated Adviser and Joint Broker)                                                 +44 20 3328 5656

John Depasquale / Vivek Bhardwaj / Lauren Wright (Corporate Finance)                   info@allenbycapital.com

Tony Quirke / Joscelin Pinnington (Sales & Corporate Broking)

SP Angel Corporate Finance LLP (Joint Broker)                                                                         +44 20 3470 0470

Richard Morrison / Charlie Bouverat (Corporate Finance)

Grant Barker (Sales and Corporate Broking)

Tavistock (Financial PR)                                                                                                 +44 20 7920 3150

Rebecca Hislaire / Saskia Sizen                                                                           tribetech@tavistock.co.uk

About Tribe Tech

Established in 2019, the Group was founded to create a safer, more efficient work environment through the development of fully autonomous reverse circulation drill rigs in the mining industry. The Group's core activities are the development, in-house manufacturing, and sale of its autonomous RC Drill Rigs incorporating its core proprietary intellectual property, the Tribe Technology Drilling System ("TTDS").

EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the dates in the above timetable is subject to change at the absolute discretion of the Company. References to time in the Circular and in the Form of Proxy are to UK time. Events listed in the above timetable following the General Meeting ‎are conditional on the Resolutions being passed at the General Meeting without ‎amendment.‎ If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.

LETTER FROM THE EXECUTIVE CHAIR

1.   Introduction

On 21 January 2025 the Company announced that the Board intended to seek Shareholder approval for the voluntary cancellation of admission of the Ordinary Shares to trading on AIM and the re-registration of the Company as a private limited company. The Company also announced that in addition, the Board intends, effective from the date of Re-registration, that the Company will adopt new articles of association which are more appropriate for an unquoted private limited company.

The Company is seeking Shareholder approval for the Cancellation and the Re-registration including the adoption of new articles of association which are more appropriate for an unquoted private limited company, at the General Meeting, which has been convened for 2:00 p.m. on 12 February 2025 at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London, EC3A 6AB.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 21 February 2025. The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast (whether by Shareholders present in person or by proxy) at the General Meeting.

The Company has received irrevocable undertakings from Shareholders, including Mike Irvine and Derek Loughlin, representing approximately 1.27 per cent. of the Company's issued share capital, to vote in favour of the Resolutions.

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation which is expected to become effective at 7.00 a.m. on 21 February 2025.

The purpose of the Circular is to provide information on the background to and reasons for the proposed Cancellation and the Re-registration; to explain the consequences of the Cancellation and Re-registration; and to provide reasons why the Directors unanimously consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole.

The Notice of General Meeting is set out on page 21 of the Circular.

2.   Background to and reasons for the proposed Cancellation and Re-registration (including the adoption of the New Articles)

Background information

The Ordinary Shares have been admitted to trading on AIM since the Company's initial public offering in September 2023.

On 16 September 2024, the Company announced the arrival of its first autonomous reverse circulation TTDS GC 700 drill rig from the manufacturing site in Belfast, Northern Ireland, at the Australian Automation & Robotics Precinct in Australia. The Company also announced, inter alia, that it would now undertake additional system testing, integration with the Tribe Tech's autonomous sample system, development of the software remote control systems and test drilling of holes.

The Company subsequently announced on 1 October 2024 that, following evaluation of the entire Drill Rig system, it had concluded that further significant software development and systems integration work is required for the Drill Rig's operations to meet the customer's specifications. It was also announced at the time that, in order to complete the Drill Rig system, additional resources will be required which would result in additional costs for the Company. While the Company announced that it intends to take actions to enable the Company to conserve costs for use towards its critical path priorities, the Company confirmed that it was pursuing additional funding for its near term working capital requirements.

On 25 October 2024, the Company announced, inter alia, that it continued to explore potential sources of additional funding which might involve securing a combination of equity and debt funding, and, as a result, was pre-emptively seeking to obtain the requisite authorities to, inter alia, allot new Ordinary Shares or grant rights to subscribe for or convert any securities into new Ordinary Shares in order to facilitate such funding.

The Board remains in advanced discussions with potential providers of additional funding, including certain Shareholders who remain supportive, to enable the Company to progress its critical path priorities which focus on the execution of the technical proof points for the first autonomous Drill Rig and sample system product platform. In this regard, the Company has received a non-binding term sheet from Beach Point Capital for a term loan facility of up to £2.5 million. Related to the BPC Proposal the Company is also in advanced discussions with certain institutional investors, including Shareholders, to raise additional funding of up to £0.5 million through the issue of convertible loan notes.

While there can be no certainty that final binding terms for either or both elements of the Proposed Funding Arrangement will be agreed, nor as to the timings or final terms of the Proposed Funding Arrangement, the Board considers the Proposed Funding Arrangement to be the only current viable funding route available to the Company to progress its critical path priorities and ultimately complete the first Drill Rig. In reaching this conclusion, the Board has considered the feasibility of raising additional funding through other means. This has included, but was not limited to, raising money through the issue of new Ordinary Shares through the public markets. The Board has concluded that those other fundraising routes are extremely challenging in the short to medium term. Consequently, the Board believes that the ongoing viability of the Company is likely to be severely negatively impacted in the event that the Board does not finalise and enter into the Proposed Funding Arrangement.

While the final terms of the BPC Proposal remain to be agreed, the BPC Proposal contains standard representations, warranties, covenants, indemnities and events of default for a loan of its type. This includes ordinary course financial covenants to be tested during the term of the facility. There are also fees payable to the lender, including an arrangement fee, a prepayment fee and an exit fee.

Proposed Cancellation and Re-registration

With the Board working towards finalising the Proposed Funding Arrangement, the Board is cognisant of the importance of executing the technical proof points for the first autonomous Drill Rig and sample system product platform in relation to the overall viability of the Company's existing business strategy. As a result, to best position the business to progress the critical path priorities outlined above, the Board is required to reduce all further non-essential costs where possible thereby maximising the utility of any additional financial resources that the Company may receive.

The Board has assessed that the considerable cost of maintaining admission to trading on AIM, including fees payable to its professional advisers, including the nominated adviser and brokers, AIM fees payable to the London Stock Exchange as well as the incremental legal, insurance, accounting and auditing fees, along with the considerable amount of management time associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company at this time.

The Board also believes that as an unquoted company it will have improved access, if appropriate, to specialty investors which should benefit all Shareholders.

Lastly, the Board believes that as an unquoted company not subject to the AIM Rules and quoted company disclosure rules, it will be able to take and implement strategic decisions more quickly than a company with publicly traded shares. This will be advantageous in the Company's business development discussions which may ultimately benefit the Company and Shareholders as a whole.

Accordingly, the Board is seeking Shareholder approval for the Cancellation and for the Re-registration. The Company has obtained irrevocable undertakings for the Cancellation Resolution from Shareholders representing 1.27 per cent. of the Company's current issued share capital. Further details are set out below.

Following extensive consideration, the Board has unanimously concluded that the proposed Cancellation and Re-registration (including the adoption of New Articles) is in the best interests of the Company and its Shareholders as a whole. If the Company does not proceed with Cancellation and Re-registration (including the adoption of New Articles) the Board believes that the Company is unlikely to be able to progress its critical path priorities, as outlined above, even if the Company secures the Proposed Funding Arrangement. In addition, in such circumstances, the Directors consider that it is highly likely that the Company would be required to appoint an administrator or liquidators in order to protect the interests of creditors. Accordingly, the Directors consider that it is very important that Shareholders vote in favour of the Resolutions.

3.   Process for, and principal effects of, Cancellation

The Directors are aware that certain Shareholders may be unable, or unwilling, to hold Ordinary Shares in a private limited company in the event that the Cancellation is approved and becomes effective. Should the Cancellation become effective, the Company has arranged for the Matched Bargain Facility with JP Jenkins which would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis for a period of no less than 12 months following Cancellation.

Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear Business Days prior to such date. In accordance with AIM Rule 41, the Directors have notified the London Stock Exchange of the Company's intention to cancel the Company's admission of its Ordinary Shares to trading on AIM on 21 February 2025. Accordingly, if the Cancellation Resolution is passed at the General Meeting, the Cancellation will become effective at 7.00 a.m. on 21 February 2025.

If the Cancellation becomes effective, Allenby Capital will cease to be the nominated adviser of the Company pursuant to the AIM Rules and the Company will no longer be required to comply with the AIM Rules. However, the Company will, for a period, remain subject to the Takeover Code, as set out below.

Under the AIM Rules, it is a requirement that the Cancellation must be approved via a special resolution by not less than 75 per cent. of votes cast (by proxy or in person) at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of the Circular contains the Cancellation Resolution.

The principal effects of the Cancellation will include the following:

·      there will be no formal market mechanism enabling Shareholders to trade in the Ordinary Shares (other than any limited off-market mechanism provided by the Matched Bargain Facility);

·      there will be no formal market quote or live pricing for the Ordinary Shares, therefore it may be more difficult to sell Ordinary Shares or for Shareholders to determine the market value of their investment in the Company, compared to shares of companies admitted to trading on AIM (or any other recognised market or trading exchange);

·      the liquidity and marketability of the Ordinary Shares under the Matched Bargain Facility will be significantly reduced and their value adversely affected (however the Directors believe that the liquidity in the Ordinary Shares is currently, and has recently been in any event, limited);

·      the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply albeit the Company will remain subject to the Takeover Code for a period of time (see below for more details);

·      Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain types of acquisitions and disposals;

·      the levels of disclosure and corporate governance within the Company will not be as stringent as for a company quoted on AIM;

·      the Company will no longer be subject to UK MAR regulating inside information and other matters;

·      the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

·      Allenby Capital will cease to be nominated adviser and broker to the Company for the purpose of the AIM Rules;

·      whilst the Company's CREST facility will remain in place post the Cancellation and it is anticipated that this will be maintained for at least 12 months, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

·      stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

·      the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in Northern Ireland in accordance with, and subject to the Companies Act, notwithstanding the Cancellation and Re-registration.

The Resolutions to be proposed at the General Meeting include the adoption of the New Articles, with effect from the Re-registration. A summary of the principal differences between the Current Articles and the proposed New Articles is included in Part II of the Circular. A copy of the New Articles is also set out at the end of the Circular and can also be viewed at www.tribetechgroup.com.

4.   Transactions in the Ordinary Shares prior to and post Cancellation

Prior to the Cancellation

On 2 January 2025 the Company's Ordinary Shares were suspended from trading on AIM pending publication of its annual audited accounts for the year ended 30 June 2024. The Board will not be in a position to publish the Company's annual audited accounts for the year ended 30 June 2024 prior to the date of Cancellation. Accordingly, the Ordinary Shares will remain suspended from trading on AIM prior to the date of Cancellation. Following Cancellation becoming effective, Shareholders will hold Ordinary Shares in a private limited company that is not quoted.

Dealing and settlement arrangements post the Cancellation

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation. Should the Cancellation Resolution be approved by Shareholders at the General Meeting, the Company has arranged the Matched Bargain Facility and has appointed JP Jenkins (a trading name of InfinitX Limited and an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA) to facilitate trading in the Ordinary Shares.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares.

Should the Cancellation become effective and the Company establishes the Matched Bargain Facility, full details will be made available to Shareholders on the Company's website at https://tribetechgroup.com/ and directly by letter or e-mail (where appropriate).

It is intended that the Matched Bargain Facility will operate for a minimum of twelve months after Cancellation. The Directors' current intention is that it will continue beyond that time. However, Shareholders should note that there can be no guarantee that the Matched Bargain Facility will operate beyond 12 months after the Cancellation and that it could be withdrawn, consequently inhibiting the ability to trade the Ordinary Shares. Further details will be communicated to the Company's Shareholders at the relevant time.

There can be no guarantee as to the level of the liquidity or marketability of the Ordinary Shares under the Matched Bargain Facility, or the level of difficultly for Shareholders seeking to realise their investment under the Matched Bargain Facility.

As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of admission of the Ordinary Shares on AIM will be 20 February 2025 and that the effective date of the Cancellation will be 21 February 2025.

5.   Process for the Re-registration

Following Cancellation, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with, and with effect from, the Re-registration, it is proposed that New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of the Circular.

Under the Companies Act 2006, the Re-registration and the adoption of the New Articles must be approved by not less than a 75 per cent. majority of the votes cast at the General Meeting. Accordingly, the Notice of General Meeting contains the Re-registration Resolution which will be proposed as a special resolution.

Subject to, and conditional upon, the Cancellation and the passing of the Re-registration Resolution, an application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will issue the certificate of incorporation on Re-registration when it is satisfied that no valid application can be made to cancel the Re-registration Resolution or that any such application to cancel the Re-registration Resolution has been determined and rejected by the Court. The New Articles will be adopted with effect from the time at which the Re-registration becomes effective.

6.   ‎The Takeover Code

The Takeover Code applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man. The Takeover Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK multilateral trading facility.

The Takeover Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man at any time during the two years prior to the relevant date.

Accordingly, if the Cancellation and the Re-registration is approved by Shareholders at the General Meeting and becomes effective, the Takeover Code will continue to apply to the Company for a period of two years after the Cancellation and the Re-registration, following which the Takeover Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

·      a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30% or more; or

·      a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Brief details of the Panel and the protections afforded by the Takeover Code (which will cease to apply two years following the Cancellation and the Re-registration) are set out in Part III of the Circular.

7.   Options and warrants

The rights of certain persons who hold options and warrants over Ordinary Shares will be unaffected by the proposed Cancellation and Re-registration.

8.   Shareholder support

The Company has received irrevocable undertakings from Shareholders, including certain of the Directors who are shareholders, holding in aggregate 3,075,347 Ordinary Shares (representing approximately 1.27 per cent. of the existing issued ordinary share capital of the Company) to vote in favour or the Resolutions. They have therefore irrevocably undertaken to vote in favour of the Resolutions.

9.   General Meeting

The notice convening the General Meeting to be held at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London, EC3A 6AB at 2:00 p.m. on 12 February 2025 is set out on page 21 of the Circular.

Resolution 1 to be proposed at the General Meeting is a special resolution to approve the Cancellation.

Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the General Meeting is a special resolution to re-register the Company as a private limited company and to approve the adoption by the Company of the New Articles.

DEFINTIONS