20th Jun 2007 17:44
Microgen PLC20 June 2007 For immediate release - 20 June 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCHJURISDICTION Recommended Increased Cash Offer for the entire issued and to be issued share capital of Trace Group plc ("Trace") by Microgen plc ("Microgen") Increased Offer Document Posted Further to the announcement on 15 June 2007 by Microgen regarding therecommended Increased Cash Offer at a price of 180 pence per Trace Share, theBoard of Microgen announces that the Increased Offer Document is today publishedand is being posted to Trace Shareholders. Microgen is pleased to announce that it currently owns 3,680,000 Trace Shares,representing approximately 25.83 per cent. of the Trace Shares. The Trace Independent Directors have recommended the Increased Cash Offer andDaniel Chapchal, Chairman of Trace and a Trace Independent Director, hasundertaken to procure the acceptance of the Increased Cash Offer in respect ofthe 10,000 Trace Shares (representing 0.07 per cent. of the Trace Shares) heldin his SIPP. In addition, Colin Clarke, a Trace Independent Director, hasundertaken to accept the Increased Cash Offer in respect of the 1,426,453 TraceShares (representing 10.01 per cent. of the Trace Shares) owned by him and hisconnected parties upon the lapsing of his existing irrevocable commitment to theTulip Revised Offer. Such lapsing will occur in the event that the Tulip RevisedOffer lapses or is withdrawn. Microgen has also received an irrevocable undertaking in respect of 1,127,880Trace Shares, representing approximately 7.92 per cent. of the Trace Shares toaccept the Increased Cash Offer which will fall away in the event of an offerfrom a third party of not less than 200 pence per Trace Share or if theIncreased Cash Offer lapses or is withdrawn. As a result, as at the date of this announcement, Microgen owns, has received anexpression of intention to accept the Increased Cash Offer and has anirrevocable commitment to accept the Increased Cash Offer in respect of, inaggregate, 4,817,880 Trace Shares, representing approximately 33.81 per cent. ofthe Trace Shares. In the event that the Tulip Revised Offer lapses or is withdrawn, Microgen willown and will have received expressions of intention to accept the Increased CashOffer and has an irrevocable commitment to accept the Increased Cash Offer inrespect of, in aggregate, 6,244,333 Trace Shares, representing approximately43.82 per cent. of the Trace Shares. To accept the Increased Cash Offer in respect of Trace Shares held incertificated form (that is, not through CREST), Trace Shareholders shouldcomplete, sign and return the New Form of Acceptance (which is to be posted toTrace Shareholders along with the Increased Offer Document) in accordance withthe instructions thereon and the instructions in the Increased Offer Document assoon as possible and, in any event, so as to be received by Capita Registrars byno later than 1.00 p.m. London time on 6 July 2007. Trace Shareholders shouldnote that accordingly the procedure for acceptance has changed, the full detailsof which will be set out in the Increased Cash Offer Document. To accept theIncreased Cash Offer in respect of Trace Shares held in uncertificated form(that is, through CREST), Trace Shareholders should submit a TTE instruction inaccordance with the instructions in the Increased Offer Document for settlementas soon as possible and, in any event, by no later than 1.00 p.m. London time on6 July 2007. The Increased Offer Document will be available for inspection on Microgen'swebsite - www.microgen.co.uk and copies of the Increased Offer Document and theNew Form of Acceptance (for use by holders of Trace Shares in certificated formonly) will be available for inspection during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) at the registeredoffice of Clyde & Co LLP at 51 Eastcheap, London EC3M 1JP until the end of theOffer Period. Capitalised terms used, but not defined in this announcement have the samemeaning as given to them in the Increased Offer Document. Enquiries:Microgen plc Tel: +44 (0) 1252 772 300Martyn RatcliffePhilip Wood Arbuthnot Securities Limited Tel: +44 (0) 20 7012 2000(Financial adviser & broker to Microgen in relation to the Increased Cash Offer)Ian WilliamsRichard Tulloch Financial Dynamics Tel: +44 (0) 20 7831 3113(Public relations adviser to Microgen)Giles Sanderson Arbuthnot Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Microgen and no oneelse in connection with the Increased Cash Offer and will not be responsible toanyone other than Microgen for providing the protections afforded to clients ofArbuthnot Securities nor for providing advice in relation to the Increased CashOffer, or the contents of this announcement or any matter referred to herein. This announcement is not intended to and does not constitute, or form any partof, an offer or an invitation to purchase or sell any securities or thesolicitation of any vote or approval in any jurisdiction pursuant to theIncreased Cash Offer or otherwise. The Increased Cash Offer will be made solelythrough the Offer Document as amended by the Increased Offer Document, and, inrelation to certificated Trace Shares, the New Form of Acceptance. The IncreasedOffer Document and the New Form of Acceptance will together contain the fullterms and conditions of the Increased Cash Offer, including details of how toaccept the Increased Cash Offer. Any acceptance or other response to theIncreased Cash Offer should be made only on the basis of the informationcontained in the Increased Offer Document and the New Form of Acceptance. TheIncreased Cash Offer will be subject to English Law. The laws of relevantjurisdictions may affect the availability of the Increased Cash Offer tooverseas persons. Overseas persons, or persons who are subject to the laws ofany jurisdiction other than the United Kingdom, should inform themselves aboutand observe any applicable legal and regulatory requirements. The IncreasedOffer Document will be available for public inspection in the United Kingdom. Unless otherwise determined by Microgen, the Increased Cash Offer will not bemade, directly or indirectly, in or into the United States or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile, internet, email or other electronic transmission, telex or telephone)of inter-state or foreign commerce of, or any facility of a national, state orother securities exchange of, the United States, nor will it be made directly orindirectly in or into Canada, Australia, Japan or any Restricted Jurisdiction,and the Increased Cash Offer will not be capable of acceptance by any such use,means, instrumentality or facility or from within the United States, Canada,Australia, Japan or any Restricted Jurisdiction. Accordingly, copies of thisannouncement are not being, will not be and must not be, directly or indirectly,mailed or otherwise forwarded, transmitted, distributed or sent in, into or fromthe United States, Canada, Australia, Japan or any Restricted Jurisdiction, andpersons receiving this announcement (including, without limitation, custodians,nominees and trustees) must not mail, forward, distribute or send it in, into orfrom the United States, Canada, Australia, Japan or any Restricted Jurisdiction.Doing so may render invalid any purported acceptance of the Increased CashOffer. Any persons (including custodians, nominees and trustees) who areoverseas persons or who would, or otherwise intend to, mail or otherwiseforward, transmit, distribute or send this Announcement, the Increased OfferDocument, the New Form of Acceptance or any related document outside the UnitedKingdom or to any overseas person should seek appropriate advice before doingso. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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