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Trace Group PLC (TCC)

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Friday 25 May, 2007

Trace Group PLC

Recommended Offer by Microgen

Trace Group PLC
25 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 Independent
Directors')) announced that they had decided that it was in the best interests
of Trace shareholders to adjourn, until 4 June 2007, the Trace Court Meeting and
the Trace Extraordinary General Meeting (together, 'the Meetings') convened to
consider the offer from Tulip Holdings Limited ('Tulip') to acquire Trace at 135
pence in cash per ordinary Trace share to be effected by way of a scheme of
arrangement pursuant to section 425 of the Companies Act 425 ('Tulip Scheme').

The purpose of the adjournment of the Meetings was, inter alia, to allow
Microgen 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 its
interest in acquiring Trace.

A formal offer announcement was issued by Microgen today setting out the terms
and conditions of its cash offer for Trace at 155 pence in cash per ordinary
Trace share (the 'Microgen Offer').  The Independent Directors have unanimously
recommended the Microgen Offer.

The Trace Independent Directors have today obtained an Order of the Chancery
Division of the High Court in relation to Trace and the Scheme which contains
the following direction:

'THE COURT DIRECTS that in the event an offer is received to acquire the entire
issued share capital of the Company for a price of 155 pence or higher and which
the said Independent Directors propose to recommend the Chairman of the Court
Meeting is directed to adjourn the Court Meeting sine diem with the consequence
that the proposals for the Scheme will automatically lapse upon the said
Independent Directors recommending an offer for each Trace Share at 155 pence or


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

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

Alex Borrelli
Pascal Keane

Shore Capital and Corporate Limited, 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 Microgen Offer and will not be
responsible to anyone other than Trace for providing the protections afforded to
clients of Shore Capital and Corporate Limited nor for providing advice in
relation to the Microgen Offer, 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, Tulip Holdings Limited or
Microgen plc, 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

'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                                                                                                         

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