31st Jul 2007 16:58
Microgen PLC31 July 2007 31 July 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") Offer lapses Microgen announces that its recommended increased cash offer of 180 pence perTrace Share (the "Increased Cash Offer") has lapsed. Microgen has acquired 3,680,000 Trace Shares in aggregate, representingapproximately 25.83 per cent. of the Trace Shares. As at 1.00 p.m. (London time) today, the final closing date of the IncreasedCash Offer, valid acceptances of the Increased Cash Offer had been received inrespect of 2,831,756 Trace Shares, representing approximately 19.87 per cent. ofthe Trace Shares. The valid acceptances include 1,127,880 Trace Shares,representing approximately 7.92 per cent. of the Trace Shares, received pursuantto an irrevocable commitment from Herald Investment Management limited and10,000 Trace Shares, representing approximately 0.07 per cent. of the TraceShares, received pursuant to an undertaking from Daniel Chapchal, Chairman ofTrace, to procure acceptance of the Increased Cash Offer of the Trace Sharesheld in his SIPP. Therefore, as at 1.00 p.m. (London time) today Microgen owned or had receivedvalid acceptances in respect of a total of 6,511,756 Trace Shares, representingapproximately 45.70 per cent. of the Trace Shares. Microgen had also received an undertaking to accept the Increased Cash Offerfrom Colin Clarke, a Trace Independent Director, in respect of the 1,426,453Trace Shares (representing 10.01 per cent. of the Trace Shares) owned by him andhis connected parties upon the lapsing of his existing irrevocable commitment tothe Tulip Revised Offer. Such lapsing would have occurred in the event that theTulip Revised Offer lapsed or was withdrawn. As at 1.00pm (London time) today,the Tulip Revised Offer had neither lapsed nor been withdrawn and therefore ithas not been possible for Microgen to benefit from this undertaking, which wouldhave given Microgen sufficient acceptances to declare its offer unconditional. As the Increased Cash Offer has now lapsed, Trace Shareholders have ceased to bebound by any such acceptances. Save as disclosed above, neither Microgen nor any person acting in concert withit for the purpose of the Increased Cash Offer has an interest in (or a right tosubscribe for or any short positions (whether conditional or absolute andwhether in the money or otherwise), including any short positions under aderivative, any agreement to sell or any delivery obligation or right to requireanother person to purchase or take delivery in respect of) or has borrowed orlent any Trace Shares during the Offer Period. Martyn Ratcliffe, Chairman of Microgen, said: "The Microgen Increased Cash Offer represented a significant premium over anyother offer made to Trace Shareholders and was unanimously recommended by theIndependent Directors of Trace. It is disappointing and highly unusual that sucha unanimously recommended offer was compromised by the undertaking provided byone of the Independent Directors to an ultimately unrecommended competingoffer." 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 and broker to Microgen in relation to the Offer)Ian WilliamsRichard Tulloch Financial Dynamics Tel: +44 (0) 20 7831 3113(Public relations adviser to Microgen)Giles Sanderson Arbuthnot Securities Limited ("Arbuthnot"), which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor Microgen and no one else in connection with the Increased Cash Offer andwill not be responsible to anyone other than Microgen for providing theprotections afforded to clients of Arbuthnot nor for providing advice inrelation to the Increased Cash Offer, or the contents of this announcement orany 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 is governed by theterms of the Offer Document and Form of Acceptance as amended (in relation onlyto the offer price per Trace Shares) by an Increased Cash Offer Document, and,in relation to certificated Trace Shares, the new form of acceptance. TheIncreased Cash Offer Document and the new form of acceptance together containthe full terms and conditions of the Increased Cash Offer, including details ofhow to accept the Increased Cash Offer. The Increased Cash Offer will be subjectto English Law. The laws of relevant jurisdictions may affect the availabilityof the Increased Cash Offer to overseas persons. Overseas persons, or personswho are subject to the laws of any jurisdiction other than the United Kingdom,should inform themselves about and observe any applicable legal and regulatoryrequirements. The Increased Cash Offer Document is available for publicinspection 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. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Trace, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Increased Cash Offer becomes, or is declared,unconditional as to acceptance, lapses or is otherwise withdrawn or on which the"offer period" otherwise ends. If two or more persons act together pursuant toan agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Trace they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Trace by Microgen or Trace or by any of their respective"associates" must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative reference to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Aptitude