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Microgen PLC (APTD)


Tuesday 31 July, 2007

Microgen PLC

Offer Lapsed

Microgen PLC
31 July 2007

31 July 2007


 Recommended Increased Cash Offer for the entire issued and to be issued share
       capital of Trace Group plc ('Trace') by Microgen plc ('Microgen')

                                  Offer lapses

Microgen announces that its recommended increased cash offer of 180 pence per
Trace Share (the 'Increased Cash Offer') has lapsed.

Microgen has acquired 3,680,000 Trace Shares in aggregate, representing
approximately 25.83 per cent. of the Trace Shares.

As at 1.00 p.m. (London time) today, the final closing date of the Increased
Cash Offer, valid acceptances of the Increased Cash Offer had been received in
respect of 2,831,756 Trace Shares, representing approximately 19.87 per cent. of
the Trace Shares. The valid acceptances include 1,127,880 Trace Shares,
representing approximately 7.92 per cent. of the Trace Shares, received pursuant
to an irrevocable commitment from Herald Investment Management limited and
10,000 Trace Shares, representing approximately 0.07 per cent. of the Trace
Shares, received pursuant to an undertaking from Daniel Chapchal, Chairman of
Trace, to procure acceptance of the Increased Cash Offer of the Trace Shares
held in his SIPP.

Therefore, as at 1.00 p.m. (London time) today Microgen owned or had received
valid acceptances in respect of a total of 6,511,756 Trace Shares, representing
approximately 45.70 per cent. of the Trace Shares.

Microgen had also received an undertaking to accept the Increased Cash Offer
from Colin Clarke, a Trace Independent Director, 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 would have occurred in the event that the
Tulip Revised Offer lapsed or was withdrawn. As at 1.00pm (London time) today,
the Tulip Revised Offer had neither lapsed nor been withdrawn and therefore it
has not been possible for Microgen to benefit from this undertaking, which would
have given Microgen sufficient acceptances to declare its offer unconditional.

As the Increased Cash Offer has now lapsed, Trace Shareholders have ceased to be
bound by any such acceptances.

Save as disclosed above, neither Microgen nor any person acting in concert with
it for the purpose of the Increased Cash Offer has an interest in (or a right to
subscribe for or any short positions (whether conditional or absolute and
whether in the money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in respect of) or has borrowed or
lent any Trace Shares during the Offer Period.

Martyn Ratcliffe, Chairman of Microgen, said:

'The Microgen Increased Cash Offer represented a significant premium over any
other offer made to Trace Shareholders and was unanimously recommended by the
Independent Directors of Trace. It is disappointing and highly unusual that such
a unanimously recommended offer was compromised by the undertaking provided by
one of the Independent Directors to an ultimately unrecommended competing

Capitalised terms used, but not defined in this announcement have the same
meaning as given to them in the Increased Offer Document.

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 Tulloch

Financial Dynamics                           Tel: +44 (0) 20 7831 3113
(Public relations adviser to Microgen)
Giles Sanderson

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.

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. The
Increased Cash Offer Document and the new form of acceptance together contain
the full terms and conditions of the Increased Cash Offer, including details of
how to accept the Increased Cash Offer. 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 is 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 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

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

'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.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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