17th May 2007 11:46
Trace Group PLC17 May 2007 Trace Group plc 17 May 2007 Update announcement regarding the recommended proposals for the acquisition of Trace Group plc ("Trace" or "the Company") by Tulip Holdings Limited ("Tulip") On 11 May 2007, the Company announced that it had been approached by Microgenplc ("Microgen") which indicated its interest in conducting a due diligenceexercise on Trace with a view to considering a possible offer for the Company.Furthermore, the Company noted in this announcement that the earlierannouncement dated 11 May 2007 from Microgen ("the Microgen Announcement")stated that it was considering a possible competing offer in cash for the sharecapital of Trace at a price of not less than 150 pence per ordinary Trace share. Since the Microgen Announcement, Tulip has issued two announcements (on 14 May2007 and on 15 May 2007) relating to irrevocable commitments it had received toaccept its offer for Trace (at 135p per share in cash to be effected by way of ascheme of arrangement pursuant to section 425 of the Companies Act 425 ("theTulip Offer")). The independent directors of Trace (being, Mr. Daniel Chapchal, Professor DavidBegg, Mr. Colin Clarke and Mr. Robin Woodall ("the Independent Directors")) havesought from Tulip additional clarification in relation to all of the irrevocablecommitments received to accept the Tulip Offer. Pending receipt of suchclarification, it has been decided that it is in the best interests of Traceshareholders that the Trace Court Meeting and Trace Extraordinary GeneralMeeting should be adjourned. The revised estimated timetable of principal eventsis as follows: Trace Court Meeting 10.00 a.m. on 29 May 2007 Trace Extraordinary General Meeting 10.15 a.m. on 29 May 2007 First Court Hearing 15 June 2007 Second Court Hearing 19 June 2007 Effective Date of the Tulip Scheme 20 June 2007 An update circular will be sent to all Trace shareholders as soon as practicablesetting out the dates for the Trace Court Meeting and the Trace ExtraordinaryGeneral Meeting and basis for the decision to adjourn the meetings andsummarising the additional information which the Independent Directors wish toplace before the Trace shareholders in the adjourned meetings. A furtherannouncement in relation to the validity of forms of proxy and forms of electionwhich have already been submitted by Trace shareholders will be made in duecourse. The adjournment of the meetings will allow the Independent Directors to clarifythe position in relation to all irrevocable commitments to accept the TulipOffer which have been gathered to date. The Independent Directors (who are so advised by Shore Capital and CorporateLimited) urge Trace shareholders to take no action in relation to the TulipOffer for the time being, pending a further update from the Company. 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, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Trace and no one else inconnection with the Tulip Proposals and will not be responsible to anyone otherthan Trace for providing the protections afforded to clients of Shore Capitalnor for providing advice in relation to the Tulip Proposals, the content of thisannouncement or any matter referred 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 or Tulip Holdings Limited, orby any of their respective 'associates', must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies inwhose 'relevant securities' 'dealings' should be disclosed, and the number ofsuch securities in issue, can be found on the Takeover Panel's website atwww.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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