25th May 2007 16:53
Trace Group PLC25 May 2007 Trace Group plc 25 May 2007 Recommended cash offer for Trace Group plc ("Trace" or the "Company") by Microgen plc ("Microgen") On 23 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 decided that it was in the best interestsof Trace shareholders to adjourn, until 4 June 2007, the Trace Court Meeting andthe Trace Extraordinary General Meeting (together, "the Meetings") convened toconsider the offer from Tulip Holdings Limited ("Tulip") to acquire Trace at 135pence in cash per ordinary Trace share to be effected by way of a scheme ofarrangement pursuant to section 425 of the Companies Act 425 ("Tulip Scheme"). The purpose of the adjournment of the Meetings was, inter alia, to allowMicrogen time either to announce a formal offer for the share capital of Trace(at a price of 155 pence in cash per ordinary Trace share) or withdraw itsinterest in acquiring Trace. A formal offer announcement was issued by Microgen today setting out the termsand conditions of its cash offer for Trace at 155 pence in cash per ordinaryTrace share (the "Microgen Offer"). The Independent Directors have unanimouslyrecommended the Microgen Offer. The Trace Independent Directors have today obtained an Order of the ChanceryDivision of the High Court in relation to Trace and the Scheme which containsthe 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." 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:
Aptitude