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Trace Group PLC (TCC)

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Friday 11 May, 2007

Trace Group PLC

Offer Update

Trace Group PLC
11 May 2007

11 May 2007

          Update announcement regarding the recommended proposals for
                  the acquisition of Trace Group plc ('Trace')
                      by Tulip Holdings Limited ('Tulip')

On 20 April 2007, it was announced that the independent directors of Trace
(being, Mr. Daniel Chapchal, Professor David Begg, Mr. Colin Clarke and Mr.
Robin Woodall ('the Independent Directors')) had reached agreement with Tulip on
the terms of the recommended proposals for the acquisition of Trace by Tulip at
a price of 135p per share in cash ('the Tulip Proposals'), to be effected by
means of a scheme of arrangement between Trace and Trace shareholders pursuant
to section 425 of the Companies Act 1985, following which a scheme offer
document setting out full details of the Tulip Proposals was posted to Trace
shareholders on 27 April 2007.

Following the announcement on 20 April 2007, the Company was approached by
Microgen plc ('Microgen') which indicated its interest in conducting a due
diligence exercise on Trace with a view to considering a possible offer for the

The Company notes the announcement earlier today from Microgen ('the Microgen
Announcement') which states that it 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.

The Microgen Announcement contains three preconditions to Microgen announcing a
firm intention to the making of an offer, being:

(a)     a short period to complete its due diligence;

(b)     the finalisation of its financing arrangements; and

(c)     the recommendation of the Independent Directors of Trace that
        Trace shareholders accept the Microgen offer.

Microgen reserves the right to waive any or all of the preconditions set out in
the Microgen Announcement, however, there can be no certainty that any offer
will ultimately be made even if the preconditions are satisfied or waived.

The Independent Directors (who are so advised by Shore Capital and Corporate
Limited) urge Trace shareholders to take no action in relation to the Tulip
Proposals for the time being, pending an announcement by Microgen of its firm
intention to make an offer or confirmation that Microgen will not make an offer.

Trace Group plc                       Telephone: +44 (0) 20 7825 1000
Daniel Chapchal                       Telephone: +44 (0) 7836 512 549
David Begg                            Telephone: +44 (0) 20 7825 1000
Robin Woodall                         Telephone: +44 (0) 7740 928 399

Shore Capital and Corporate Limited   Telephone: +44 (0) 20 7408 4090
(Financial adviser to Trace)
Alex Borrelli
Pascal Keane

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 Tulip Proposals 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 Tulip Proposals, the content of this
announcement 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) in
1 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 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 any 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 Group plc, 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 Group plc by Trace Group plc or Tulip Holdings Limited, 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

'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
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