11th May 2007 12:51
Microgen PLC11 May 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 For immediate release11 May 2007 Microgen plc ("Microgen") Statement regarding Trace Group plc ("Trace") The Board of Microgen announces that it is in preliminary discussions with theIndependent Directors of Trace and is considering a possible competing offer incash for the share capital of Trace at a price of not less than 150 pence perordinary Trace share. Microgen's preconditions to announcing a firm intention to the making of anoffer are: (a) a short period to complete due diligence; (b) the finalisation of financing arrangements; and (c) the recommendation of the Independent Directors of Trace that Trace shareholders accept the offer. Microgen reserves the right to waive any or all of the preconditions set out inthis announcement and emphasises that there can be no certainty that any offerwill ultimately be made even if the preconditions are satisfied or waived. Thisannouncement does not constitute an offer or invitation to purchase anysecurities in Trace. A further announcement may be made, if and when appropriate. Enquiries: Microgen plc Tel: 01252 772 312Martyn RatcliffePhilip Wood Arbuthnot Securities Limited Tel: 020 7012 2000(Financial adviser and broker to Microgen in relation to the transaction)Ian WilliamsRichard Dunn Financial Dynamics Tel: 020 7831 3113Giles Sanderson Notes: The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Microgenin connection with the possible offer and no one else and will not beresponsible to anyone other than Microgen for providing the protections affordedto clients of Arbuthnot Securities Limited, nor for providing advice in relationto the possible transaction. 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 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Trace, they will be deemed to be a single person for the purposeof 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 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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