Tulip Holdings Limited
21 May 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Tulip Holdings Limited
21 May 2007
Tulip Holdings Limited
Recommended Cash Offer for Trace Group plc ('Trace')
Irrevocable Commitments and Concert Party
Tulip Holdings Limited ('Tulip') announces a revision to the types and terms of
the irrevocable undertakings it has received in respect of its recommended cash
offer for Trace.
On 20 April 2007, Tulip announced that it had on 19 April 2007 received
irrevocable undertakings from Daniel Chapchal, Chairman of Trace, and Mark Dixon
totalling 3,440,000 Trace Shares, representing 24.14 per cent. of Trace Shares
which fall away in the event of an offer of 150p per share or higher ('Soft
Irrevocables').
On 15 May 2007, Tulip confirmed that it had received irrevocable undertakings
that do not fall away in the event of a higher offer and are for a period of 12
months from 14 May 2007 ('Hard Irrevocables'), totalling 6,912,226 Trace Shares
and representing approximately 48.5 per cent of Trace Shares.
The Board of Tulip notes that, for the purposes of the Takeover Code, these Hard
Irrevocables contained a standstill agreement which is effective for a period
of 12 months from the date of the undertaking ('the Standstill').
The Board of Tulip also notes (in connection with Note 5 of the Takeover Code's
definition of 'acting in concert') that the Hard Irrevocables do not contain the
carve outs described in Practice Statement 16, in that the terms of the
Standstill restrict the parties thereto from accepting any offer for Trace
Shares, other than pursuant to the Scheme, for a period of 12 months.
Accordingly, the Panel have confirmed that all Trace shareholders entering into
a Hard Irrevocable containing the Standstill will be deemed to be acting in
concert. A full list of those included in the concert party is set out below.
One of the Trace Independent Directors, Colin Clarke, and his wife Denise Clarke
had given Tulip Hard Irrevocables, including the Standstill, in respect of a
total of 1,426,453 shares representing 10.01% of Trace Shares. In light of the
Panel's confirmation of the concert party position, Mr Clarke concluded that
that the Hard Irrevocables with the Standstill were inconsistent with his
responsibilities as an independent director of Trace and accordingly he and Mrs
Clarke have withdrawn their Hard Irrevocables with the agreement of Tulip.
Therefore, the only irrevocable undertaking which Tulip now holds from Mr Clarke
(in respect of his own and his wife's Trace Shares) is that given on 19 April
2007, which does not include the Standstill. Under the terms of this
irrevocable undertaking, Mr Clarke's undertaking is effective for 12 months but
will lapse if (i) the Tulip Scheme lapses or is withdrawn and within 21 days
thereafter Tulip has not made or announced it will make an offer to acquire the
share capital of Trace for a cash price of not less than 135p per share; (ii)
the Scheme is not approved at the Trace Court Meeting (which is now scheduled
for 31 May 2007); or (iii) the Scheme is not sanctioned by the Court by 19 April
2008.
In summary, the present position is as follows:
Soft Irrevocables
Shareholder Name Number of Trace Shares to which the Percentage of Trace Shares
irrevocable undertaking applies
Daniel Chapchal 1 10,000 0.07%
Mark Dixon 3,430,000 24.07%
Total irrevocable undertakings that 3,440,000 24.14%
fall away in the event of a higher
offer
Hard Irrevocables without the Standstill
Shareholder Name Number of Trace Shares to which the Percentage of Trace Shares
irrevocable undertaking applies
Colin Clarke 1 1,426,453 10.01%
Total irrevocable undertakings that do 1,426,453 10.01%
not fall away in the event of a higher
offer but do not include a standstill
agreement giving rise to a concert
party.
Hard Irrevocables with the Standstill (giving rise to a Concert Party):
The concert party presently consists of the following Trace Shareholders:
Shareholder name Number of Trace Shares to which Percentage of Trace Shares
the irrevocable undertaking applies
Richard Wolfe1, 2 3,265,771 22.92%
Zigmond Levy 590,187 4.14%
John Murphy2 134,562 0.94%
Michael Flynn 115,614 0.81%
Connel Torley 81,956 0.58%
Peter Stolerman1, 2 8,000 0.06%
Doug Eastabrook 330,469 2.32%
Ann Claxton 223,141 1.57%
Roger Claxton 180,788 1.27%
Ian Winchester 100,000 0.70%
Carole Moore 54,647 0.38%
Peter Carabott 52,438 0.37%
Julian Mancell-Smith 33,303 0.23%
Nick Tonge 30,169 0.21%
Patricia Matheson 24,131 0.17%
Tony Davis 21,634 0.15%
Julia Mancell-Smith 17,890 0.13%
James Ebel 17,043 0.12%
Marilyn Lawless 15,891 0.11%
Adam Levy 15,175 0.11%
David Bacon 14,907 0.10%
Paul Mortimer 13,637 0.10%
Richard Fok-Seang 12,478 0.09%
Bianca Levy 12,000 0.08%
Chrispin Levy 12,000 0.08%
Ruth Wolfe Charitable Trust 10,000 0.07%
Paul Donnelly 9,456 0.07%
Julian Penfold 8,573 0.06%
John Davis 8,498 0.06%
Kathy Donnelly 6,513 0.05%
Phil Pearson 6,397 0.04%
Trudy Pearson 6,250 0.04%
Garreth O'Neill 6,112 0.04%
Xenia McGrane 5,172 0.04%
Aisha Hussain 4,838 0.03%
Ian Treadgold 4,475 0.03%
Sheila Bow 4,000 0.03%
Hermine King 3,648 0.03%
Kathy Tong 3,131 0.02%
Andrew Booth 3,000 0.02%
Linda Letch 2,738 0.02%
Eamonn Brown 2,375 0.02%
Mary Davis 2,237 0.02%
Terry Hooper 2,198 0.02%
Pete Geraghty 2,029 0.01%
Graham Pointer 1,748 0.01%
Tony Abbott 1,536 0.01%
Sid Chekhar 1,107 0.01%
Dave Marchant 1,000 0.01%
Jerry Baker 900 0.01%
Kevin Grice 11 0.00%
Total irrevocable undertakings that do 5,485,773 38.49%
not fall away in the event of a higher
offer and include a standstill
agreement for a period of 12 months
from 14 May 2007.
1 Director of Trace
2 Director of Tulip
Consequently, the total Trace Shares in respect of which Tulip currently holds
irrevocable undertakings which do not fall away in the event of a higher offer
is 6,912,226, or 48.5%.
The Board of Tulip has been advised that the fact that a Trace Shareholder is
acting in concert with Tulip for the purposes of the Code will not prevent that
shareholder from attending and voting at the forthcoming Court Meeting or the
Trace Extraordinary General Meeting except as stated below.
The Board of Tulip has been further advised that the only Trace Shareholders who
will not be entitled to vote at the Court Meeting are the Associated
Shareholders as defined in the Scheme Document (namely, Richard Wolfe, Peter
Stolerman and John Murphy) and parties connected with them or Tulip.
Together, this group of Trace Shareholders who will not be entitled to vote at
the Court Meeting hold 23.99 per cent of the Trace Shares. These shareholders
will be entitled to attend and vote at the Trace Extraordinary General Meeting
Terms used in this announcement shall have the same meaning as set out in the
Rule 2.5 Announcement dated 20 April 2007.
Enquiries:
Tulip Holdings Limited Telephone: +44 (0) 20 7825 1000
Richard Wolfe
Peter Stolerman
Charles Stanley Securities Telephone: +44 (0) 20 7149 6000
(Financial adviser to Tulip)
Russell Cook
Henry Fitzgerald-O'Connor
This Announcement does not, and is not intended to, constitute or form part of
any offer to sell, or an invitation to purchase, any securities or the
solicitation of any vote or approval in any jurisdiction. The Offer will be made
solely by means of the Scheme Document, which will contain the full terms and
conditions of the Scheme. Trace Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been despatched.
The availability of the Offer and the release, publication or distribution of
this Announcement to persons who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Any failure to comply with such
applicable requirements may constitute a violation of the securities laws of any
such jurisdictions. This Announcement has been prepared for the purposes of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
The Offer will not be made in or into any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute the document in or into any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
Charles Stanley, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Tulip and no one else in
connection with the Offer and will not be responsible to anyone other than Tulip
for providing the protections afforded to clients of Charles Stanley nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange 