Trace Group PLC 17 May 2007 Trace Group plc 17 May 2007 Update announcement regarding the recommended proposals for the acquisition of Trace Group plc ('Trace' or 'the Company') by Tulip Holdings Limited ('Tulip') On 11 May 2007, the Company announced that it had been 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 Company. Furthermore, the Company noted in this announcement that the earlier announcement dated 11 May 2007 from Microgen ('the Microgen Announcement') stated that it was 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. Since the Microgen Announcement, Tulip has issued two announcements (on 14 May 2007 and on 15 May 2007) relating to irrevocable commitments it had received to accept its offer for Trace (at 135p per share in cash to be effected by way of a scheme of arrangement pursuant to section 425 of the Companies Act 425 ('the Tulip Offer')). The independent directors of Trace (being, Mr. Daniel Chapchal, Professor David Begg, Mr. Colin Clarke and Mr. Robin Woodall ('the Independent Directors')) have sought from Tulip additional clarification in relation to all of the irrevocable commitments received to accept the Tulip Offer. Pending receipt of such clarification, it has been decided that it is in the best interests of Trace shareholders that the Trace Court Meeting and Trace Extraordinary General Meeting should be adjourned. The revised estimated timetable of principal events is as follows: Trace Court Meeting 10.00 a.m. on 29 May 2007 Trace Extraordinary General Meeting 10.15 a.m. on 29 May 2007 First Court Hearing 15 June 2007 Second Court Hearing 19 June 2007 Effective Date of the Tulip Scheme 20 June 2007 An update circular will be sent to all Trace shareholders as soon as practicable setting out the dates for the Trace Court Meeting and the Trace Extraordinary General Meeting and basis for the decision to adjourn the meetings and summarising the additional information which the Independent Directors wish to place before the Trace shareholders in the adjourned meetings. A further announcement in relation to the validity of forms of proxy and forms of election which have already been submitted by Trace shareholders will be made in due course. The adjournment of the meetings will allow the Independent Directors to clarify the position in relation to all irrevocable commitments to accept the Tulip Offer which have been gathered to date. 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 Offer for the time being, pending a further update from the Company. Enquiries: 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, 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 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