Stmt re Trace Group plc
Microgen PLC
11 May 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
11 May 2007
Microgen plc ('Microgen')
Statement regarding Trace Group plc ('Trace')
The Board of Microgen announces that it is in preliminary discussions with the
Independent Directors of Trace and is considering a possible competing offer in
cash for the share capital of Trace at a price of not less than 150 pence per
ordinary Trace share.
Microgen's preconditions to announcing a firm intention to the making of an
offer 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 in
this announcement and emphasises that there can be no certainty that any offer
will ultimately be made even if the preconditions are satisfied or waived. This
announcement does not constitute an offer or invitation to purchase any
securities in Trace.
A further announcement may be made, if and when appropriate.
Enquiries:
Microgen plc Tel: 01252 772 312
Martyn Ratcliffe
Philip Wood
Arbuthnot Securities Limited Tel: 020 7012 2000
(Financial adviser and broker to Microgen in relation
to the transaction)
Ian Williams
Richard Dunn
Financial Dynamics Tel: 020 7831 3113
Giles Sanderson
Notes:
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Microgen
in connection with the possible offer and no one else and will not be
responsible to anyone other than Microgen for providing the protections afforded
to clients of Arbuthnot Securities Limited, nor for providing advice in relation
to the possible transaction.
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 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, 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 Takeover 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 referenced 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.
This information is provided by RNS
The company news service from the London Stock Exchange