Recommended Increased Offer

Microgen PLC 15 June 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 15 June 2007 Recommended Increased Cash Offer for Trace Group plc ('Trace') by Microgen plc ('Microgen') 1. Introduction On 25 May 2007, the Microgen Board and the Trace Independent Directors announced the terms of a recommended cash offer of 155 pence per Trace Share, as subsequently made by Microgen in its offer document issued on and dated 1 June 2007 (the 'Offer Document'), for the entire issued and to be issued ordinary share capital of Trace. Since the date of the Offer Document, Microgen has acquired shares in Trace and as at 14 June 2007, the latest practicable date prior to this announcement, Microgen owned 3,555,000 Trace Shares, representing approximately 24.95 per cent. of the Trace Shares. On 13 June 2007, Tulip Holdings Limited ('Tulip') announced its revised offer of 156 pence per Trace Share (the 'Tulip Revised Offer'). The Microgen Board and the Trace Independent Directors are pleased to announce that they have agreed the terms of a recommended increased cash offer of 180 pence per Trace Share (the 'Increased Cash Offer'). Microgen has also received an irrevocable undertaking, dated 14 June 2007, from Herald Investment Management Limited ('Herald') totalling 1,127,880 Trace Shares, representing approximately 7.92 per cent. of the Trace Shares to accept the Increased Cash Offer which will fall away in the event of an offer from a third party of not less than 200 pence per Trace Share or if the Increased Cash Offer lapses or is withdrawn. Microgen therefore encourages Trace Shareholders to accept the Increased Cash Offer from Microgen which represents a premium of approximately 15.4 per cent. to the Tulip Revised Offer of 156 pence per Trace Share. 2. The Increased Cash Offer The Increased Cash Offer will be made on the following basis: For each Trace Share 180 pence in cash The Increased Cash Offer will be on the same terms and subject to the same conditions as set out in the Offer Document save as regards the price offered by Microgen for each Trace Share, the formal terms of which will be set out in a document relating to the Increased Cash Offer (the 'Increased Cash Offer Document') to be posted to shareholders shortly, together with a new form of acceptance to accept the Increased Cash Offer. In particular, Microgen will only declare the Increased Cash Offer unconditional as to acceptances to the extent it has received valid acceptances or has acquired voting shares representing not less than 51.5 per cent. of the voting share capital of Trace or such lesser percentage as Microgen may decide provided that such amount is more than 50 per cent. of the voting share capital of Trace. The Increased Cash Offer values the existing issued ordinary share capital of Trace at approximately £25.6 million. The Increased Cash Offer represents: (i) a premium of approximately 101.1 per cent. to the Closing Price of 89.5 pence per Trace Share on 19 April 2007, the date immediately preceding the date of the Tulip Announcement and commencement of the Offer Period; (ii) a premium of approximately 33.3 per cent. to the Tulip Proposal of 135 pence per Trace Share in cash announced on 20 April 2007; (iii) a premium of approximately 15.4 per cent. to the Tulip Revised Offer of 156 pence per Trace Share in cash announced on 13 June 2007; (iv) a premium of approximately 88.5 per cent. to the average daily Closing Price of 95.5 pence per Trace Share during the six months prior to 19 April 2007, the date immediately preceding the date of the Tulip Announcement; (v) a premium of approximately 71.4 per cent to the highest Closing Price of 105 pence per Trace Share over the five years prior to 19 April 2007, the date immediately preceding the date of the Tulip Announcement; 3. Finance and bank facilities Full acceptance of the Increased Cash Offer would require a maximum cash payment of approximately £25.3 million, comprising approximately £5.4 million in respect of the 3,555,000 Trace Shares (representing approximately 24.95 per cent. of the Trace Shares) already acquired by Microgen (as at 14 June 2007) and approximately £19.9 million in respect of the outstanding issued and to be issued Trace Shares not already owned by Microgen, which will be funded out of Microgen's existing cash reserves and from committed bank facilities from Lloyds TSB Bank plc that have been put in place for the purposes of the transaction. The bank facilities provide Microgen with a facility of up to £20 million in the form of a 364 day revolving credit loan facility together with additional term loan facilities upon which Microgen may draw as necessary. Utilising these cash reserves and bank facilities, Microgen will be in a position to declare the Increased Cash Offer unconditional as to acceptances when it has received valid acceptances of the Increased Cash Offer or has acquired voting rights representing not less than 51.5 per cent. of the voting share capital of Trace or such lesser percentage as Microgen may decide provided that such amount is more than 50 per cent. of the voting share capital of Trace. Arbuthnot is satisfied that sufficient financial resources are available for Microgen to satisfy the consideration payable as a result of full acceptance of the Increased Cash Offer. 4. Recommendation of the Increased Cash Offer The Trace Independent Directors, who have been so advised by Shore Capital, consider the terms of the Increased Cash Offer to be fair and reasonable. In providing advice to the Trace Independent Directors, Shore Capital has taken into account the Trace Independent Directors' commercial assessments. Accordingly the Trace Independent Directors unanimously recommend that all Trace Shareholders accept the Increased Cash Offer. Daniel Chapchal, Chairman of Trace and a Trace Independent Director, has undertaken to procure the acceptance of the Increased Cash Offer in respect of the 10,000 Trace Shares (representing 0.07 per cent. of the Trace Shares) held in his SIPP. In addition, Colin Clarke, a Trace Independent Director, has undertaken to accept the Increased Cash Offer in respect of the 1,426,453 Trace Shares (representing 10.01 per cent. of the Trace Shares) owned by him and his connected parties upon the lapsing of his existing irrevocable commitment to the Tulip Revised Offer. Such lapsing will occur in the event that the Tulip Revised Offer lapses or is withdrawn. The Independent Directors consider it likely that the Tulip Revised Offer will in due course lapse or be withdrawn as a result of their recommendation of the Increased Cash Offer, which is at a premium of approximately 15.4 per cent. to the Tulip Revised Offer. 5. Disclosure of interest in Trace Shares Microgen (as at 14 June 2007, the latest practicable date prior to this announcement) owned 3,555,000 Trace Shares, representing approximately 24.95 per cent. of the voting share capital of Trace. Microgen has also received an irrevocable undertaking from Herald totalling 1,127,880 Trace shares, representing approximately 7.92 per cent. of the Trace Shares to accept Microgen's Increased Cash Offer as detailed in paragraph 1 above as well as an undertaking from the Independent Directors to accept the Increased Cash Offer in respect of, in aggregate, 1,436,453 Trace Shares representing 10.08 per cent. of the Trace Shares as described in paragraph 4 above. Save for the interests disclosed above (as at 14 June 2007, the latest practicable date prior to this announcement), neither Microgen, nor any of the Directors of Microgen, nor, so far as Microgen is aware, any person acting in concert with Microgen for the purposes of the Increased Cash Offer has an interest in or right to subscribe in respect of any relevant securities of Trace or had any short positions in respect of relevant securities of Trace or had borrowed or lent any relevant securities of Trace. 6. General Save for the increased cash offer price of 180 pence per Trace Share, the Increased Cash Offer will be made on the same terms and subject to the same conditions as set out in the Offer Document. The Increased Cash Offer Document setting out the formal terms of the Increased Cash Offer will be sent to Trace Shareholders shortly, together with a new form of acceptance to accept the Increased Cash Offer. The Increased Cash Offer Document and the new form of acceptance will be governed by English law and subject to the applicable requirements of the Code and will explain how Trace Shareholders can accept the Increased Cash Offer. This announcement does not constitute, or form any part of, any offer for, or solicitation of, any offer for securities. Any acceptance or other response to the Increased Cash Offer should be made only on the basis of the information contained in the Offer Document as amended (save only as to the increased cash offer price) by the Increased Cash Offer Document. Enquiries: Microgen plc Tel: +44 (0) 1252 772 300 Martyn Ratcliffe Philip Wood Arbuthnot Securities Limited Tel: +44 (0) 20 7012 2000 (Financial adviser and broker to Microgen in relation to the Offer) Ian Williams Richard Dunn Richard Tulloch Financial Dynamics Tel: +44 (0) 20 7831 3113 (Public relations adviser to Microgen) Giles Sanderson Trace Group plc Tel: +44 (0) 20 7825 1000 Daniel Chapchal Tel: +44 (0) 7836 512 549 David Begg Tel: +44 (0) 20 7825 1000 Robin Woodall Tel: +44 (0) 7740 928 399 Shore Capital and Corporate Limited Tel: +44 (0) 20 7408 4090 (Financial adviser to Trace) Alex Borrelli Pascal Keane Terms herein have the same meaning as in the Offer Document dated 1 June 2007, save where the context requires otherwise. Arbuthnot Securities Limited ('Arbuthnot'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Microgen and no one else in connection with the Increased Cash Offer and will not be responsible to anyone other than Microgen for providing the protections afforded to clients of Arbuthnot nor for providing advice in relation to the Increased Cash Offer, or the contents of this announcement or any matter referred to herein. Arbuthnot has approved this announcement for the purposes of section 21 of the Financial Services and Markets Act 2000. The principal place of business of Arbuthnot is Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR. Shore Capital and Corporate Limited ('Shore Capital'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Trace and no one else in connection with the Increased Cash Offer and will not be responsible to anyone other than Trace for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the Increased Cash Offer, the content of this announcement or any matter referred to herein. This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Increased Cash Offer or otherwise. The Increased Cash Offer is governed by the terms of the Offer Document and Form of Acceptance as amended (in relation only to the offer price per Trace Shares) by an Increased Cash Offer Document, and, in relation to certificated Trace Shares, the new form of acceptance. Microgen intends to dispatch such documents to Trace Shareholders (and, for information only, to Trace Optionholders) shortly. The Increased Cash Offer Document and the new form of acceptance will together contain the full terms and conditions of the Increased Cash Offer, including details of how to accept the Increased Cash Offer. Any acceptance or other response to the Increased Cash Offer should be made only on the basis of the information contained in the Increased Cash Offer Document and the new form of acceptance. The Increased Cash Offer will be subject to English Law. The laws of relevant jurisdictions may affect the availability of the Increased Cash Offer to overseas persons. Overseas persons, or persons who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Increased Cash Offer Document will be available for public inspection in the United Kingdom. Unless otherwise determined by Microgen, the Increased Cash Offer will not be made, directly or indirectly, in or into the United States or by use of the mails 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 or other securities exchange of, the United States, nor will it be made directly or indirectly 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 this announcement are not being, will not be and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Increased Cash Offer. Any persons (including custodians, nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or send this announcement, the Increased Cash Offer Document, the new form of acceptance or any related document outside the United Kingdom or to any overseas person should seek appropriate advice before doing so. Further details in relation to Overseas Trace Shareholders will be contained in the Increased Cash Offer Document. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Trace, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') 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. This requirement will continue until 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 to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Trace they will be deemed 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 'relevant securities' 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 the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative reference to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. Appendix Sources of information and bases of calculation (a) The value of the Increased Cash Offer by reference to the existing issued and voting ordinary share capital of Trace is based on the 14,248,815 Trace Shares in issue on 14 June 2007 (the last business day prior to the date of this announcement). (b) The Closing Prices of Trace Shares are derived from the Daily Official List. This information is provided by RNS The company news service from the London Stock Exchange
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