Tulip Holdings Limited 20 June 2007 20 June 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 ('TULIP') CLARIFICATION STATEMENT REGARDING TULIP'S REVISED CASH OFFER OF 156p FOR TRACE GROUP PLC ('TRACE') Tulip announced a Revised Cash Offer for Trace on 13 June 2007 (the 'Revised Cash Offer'). The Tulip Directors wish to clarify the position regarding the proposed sale and lease back of Trace's freehold property at 222-224 St John Street, London (the 'St John Street Property') as referred to in that announcement. On 19 April 2007 Tulip entered into a conditional contract (the 'Sale & Leaseback Agreement') to procure the sale of the St John Street Property following implementation of the proposed Scheme of Arrangement in respect of Trace which lapsed on 25 May 2007. The Board of Tulip propose that the Sale & Leaseback Agreement will be varied by agreement between Tulip and the prospective purchaser of the St John Street Property so that Tulip will procure the sale by Trace of its freehold interest in the St John Street Property, subject to the Revised Cash Offer becoming or being declared wholly unconditional. Under the terms of the Sale & Leaseback Agreement, and subject to such variation being agreed, Trace's freehold interest in the St John Street Property will be sold to the Property Purchaser for £9.1 million in cash and the property will then be leased back to Trace for a term of 15 years under a standard commercial lease at an initial rental of £500,000 per annum with an option for Trace to terminate after 10 years. The proceeds from the conditional Sale & Leaseback Agreement will not necessarily be used to repay the bridging loan from Fortis Bank Plc to finance the Revised Cash Offer, as was set out in paragraph 10 of the announcement of 13 June 2007. Enquiries: Tulip Holdings Limited +44 (0) 20 7825 1000 Richard Wolfe Peter Stolerman Charles Stanley Securities +44 (0) 20 7149 6000 (Financial adviser to Tulip) Russell Cook Henry Fitzgerald-O'Connor Terms used in this announcement shall have the same meaning as set out in Tulip's Rule 2.5 Announcement dated 13 June 2007. 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 Revised Offer will be made solely by means of the Tulip Offer Document, which will contain the full terms and conditions of the Revised Offer. Trace Shareholders are advised to read carefully the formal documentation in relation to the Revised Offer once it has been despatched. The availability of the Revised 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 Revised 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 Revised 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 Revised 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