30th May 2007 14:14
Trace Group PLC30 May 2007 Trace Group plc 30 May 2007 Recommended cash offer for Trace Group plc ("Trace" or the "Company") by Microgen plc ("Microgen") On 25 May 2007, the independent directors of Trace (being, Mr. Daniel Chapchal,Professor David Begg, Mr. Colin Clarke and Mr. Robin Woodall ("the IndependentDirectors")) announced that they had unanimously recommended an offer for theCompany from Microgen plc at a price of 155 pence in cash per ordinary Traceshare (the "Microgen Offer"). As a result, the Trace Court Meeting and the TraceExtraordinary General Meeting convened to consider the offer from Tulip HoldingsLimited ("Tulip") to acquire Trace at 135 pence in cash per ordinary Trace shareto be effected by way of a scheme of arrangement pursuant to section 425 of theCompanies Act 425 ("Tulip Scheme") were adjourned indefinitely. The Independent Directors on 25 May 2007 obtained an Order of the ChanceryDivision of the High Court in relation to Trace and the Tulip Scheme whichcontained the following direction: "THE COURT DIRECTS that in the event an offer is received to acquire the entireissued share capital of the Company for a price of 155 pence or higher and whichthe said Independent Directors propose to recommend the Chairman of the CourtMeeting is directed to adjourn the Court Meeting sine diem with the consequencethat the proposals for the Scheme will automatically lapse upon the saidIndependent Directors recommending an offer for each Trace Share at 155 pence ormore." The effect of the direction of the High Court following the IndependentDirectors' recommendation of the Microgen Offer was the lapsing of the TulipScheme. The Independent Directors note the announcement from Tulip on 29 May 2007 whichstated that the Board of Tulip was seeking clarification of certain mattersconcerning undertakings stated to have been given by the Independent Directors(in relation to Trace shares beneficially owned by themselves and theirconnected parties) to Microgen in connection with the Microgen Offer. Theundertakings given by the Independent Directors are re-stated hereunder: Mr. Daniel Chapchal confirms that he has undertaken to accept the Microgen Offerin respect of 10,000 Trace shares beneficially owned by him (and held in hisSIPP) as the Microgen Offer represents an offer made at a price of not less than150 pence per share thereby lapsing the irrevocable undertaking given by him inrelation to the Tulip Scheme. Mr. Colin Clarke confirms that he has undertaken to accept the Microgen Offer inrespect of 1,426,453 Trace shares beneficially owned by him in the event thatwithin 21 days of the Tulip Scheme being withdrawn or lapsing, Tulip has notmade or announced that it will make an offer to acquire the share capital ofTrace for a cash price of not less than 135 pence per share (which will therebylapse the irrevocable undertaking given by him in relation to the Tulip Scheme).The Tulip Scheme lapsed on 25 May 2007. Trace is satisfied that no further clarifications are required in relation tothe Microgen Offer at this time. Enquiries: Trace Group plc Telephone: +44 (0) 20 7825 1000Daniel Chapchal Telephone: +44 (0) 7836 512 549David Begg Telephone: +44 (0) 20 7825 1000 Shore Capital and Corporate Limited Telephone: +44 (0) 20 7408 4090(Financial adviser to Trace)Alex BorrelliPascal Keane Shore Capital and Corporate Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forTrace and no one else in connection with the Microgen Offer and will not beresponsible to anyone other than Trace for providing the protections afforded toclients of Shore Capital and Corporate Limited nor for providing advice inrelation to the Microgen Offer, the content of this announcement or any matterreferred to herein. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in1 per cent. or more of any class of 'relevant securities' of Trace Group plc,all 'dealings' in any 'relevant securities' of that company (including by meansof an option in respect of, or a derivative referenced to, any such 'relevantsecurities') must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which any offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the 'offer period' otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an 'interest' in 'relevant securities' of Trace Group plc, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Trace Group plc by Trace Group plc, Tulip Holdings Limited orMicrogen plc, or by any of their respective 'associates', must be disclosed byno later than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of thecompanies in whose 'relevant securities' 'dealings' should be disclosed, and thenumber of such securities in issue, can be found on the Takeover Panel's websiteat 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 referenced 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:
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