Tulip Holdings Limited
09 July 2007
Tulip Holdings Limited
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
9 July 2007
TULIP HOLDINGS LIMITED
Details of Irrevocable undertakings in relation to Trace
The Board of Tulip is pleased to announce that it has received further
irrevocable undertakings in respect of the revised cash offer to be made by
Tulip for Trace ('Revised Offer'). Tulip now holds irrevocable undertakings for
a total of 7,135,920 Trace Shares representing 50.08 per cent. of Trace Shares.
All the irrevocable undertakings that Tulip currently holds are listed below and
will be included in the Revised Offer document which will be sent to all Trace
shareholders imminently.
Hard Irrevocables without the Standstill:
Irrevocable undertakings that do not fall away in the event of a higher offer,
effective for 12 months from either 19 April 2007 or 24 May 2007, but which will
lapse if Tulip's Revised Offer lapses or is withdrawn:
Shareholder Name Number of Trace Shares to which the Percentage of Trace Shares
irrevocable undertaking applies
Colin Clarke 1 * 1,426,453 10.01%
Debbie Abel 28,266 0.20%
Clare Garretty 15,757 0.11%
Mark Holden 3,160 0.02%
Gladys Flynn 2,724 0.02%
Emmy Golding 2,614 0.02%
William Muir 2,540 0.02%
Alan Beck 2,297 0.02%
Sharon Thompson 2,294 0.02%
Anne Marie Taylor 1,936 0.01%
Robert Wolf 1,918 0.01%
Elizabeth Kaufmann 938 0.01%
Elizabeth Higgins 768 0.01%
Charlotte Burr 664 0.00%
Katrina Hopkins 573 0.00%
Nick Kaufmann 476 0.00%
Phillippa Kaufmann 461 0.00%
Mike Taylor 100 0.00%
Total irrevocable undertakings that do 1,493,939 10.48%
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 Standstill (giving rise to a Concert Party):
Irrevocable undertakings that do not fall away in the event of a higher offer
and include a standstill agreement for a period of 12 months from either 19
April or 14 May 2007.
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%
Crispin 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 38.50%
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
Irrevocable undertakings dated 13 June 2007 that fall away in the event of an
offer of not less than 200p per Trace Share:
Shareholder name Number of Trace Shares to which Percentage of Trace Shares
the irrevocable undertaking applies
Ann Webb 7000 0.05%
Derek Webb 24,585 0,17%
John Barber 4,000 0.03%
Kathryn Selwyn-Smith 2,020 0.01%
Nick Brooks 17,787 0.12%
Total irrevocable undertakings which
fall away in the event of an offer of
not less than 200p per Trace Share 55,392 0.39%
In addition to the irrevocable undertakings listed above, Tulip now holds the
following additional irrevocable undertakings in respect of the Revised Offer.
Irrevocable undertakings dated 9 July 2007 that do not fall away in the event of
a higher offer.
Shareholder name Number of Trace Shares which the Percentage of Trace
irrevocable undertaking applies Shares
Jonathan Brewer 3,300 0.02%
Keith Leverton 1,847 0.01%
Nigel Young 13,697 0.10%
Peter Garretty 6,312 0.04%
Janet Wilson 6,003 0.04%
Rajesh Rajgor 11,728 0.08%
Madhu Sethi 25,000 0.18%
Ed Briggs 6,021 0.04%
Beryl Dale 500 0.00%
Dave Pierson 15,213 0.11%
Total irrevocable undertakings dated 89,621 0.63%
9 July 2007 that do not fall away in
the event of a higher offer.
Irrevocable undertakings dated 9 July 2007 which fall away in the event of an
offer at not less than 200p per Trace Share
Shareholder name Number of Trace Shares which Percentage of Trace Shares
the irrevocable undertaking
applies
Robert Carefull 11,195 0.08%
In aggregate, Tulip currently holds the following irrevocable undertakings in
respect of the Revised Offer for Trace:
Type of Irrevocable Undertaking Number of Trace Shares to which Percentage of Trace Shares
the irrevocable undertakings apply
Irrevocable undertakings that do not 1,493,939 10.48%
fall away in the event of a higher
offer but do not include a standstill
agreement giving rise to a concert
party.
Irrevocable undertakings that do not 5,485,773 38.50%
fall away in the event of a higher
offer and include a standstill
agreement for a period of 12 months
from 14 May 2007
Irrevocable undertakings which fall 55,392 0.39%
away in the event of an offer of not
less than 200p per Trace Share dated 13
June 2007
Irrevocable undertakings which do not 89,621 0.63%
fall away in the event of a higher
offer dated 9 July 2007
Irrevocable undertakings which fall 11,195 0.08%
away in the event an offer of not less
than 200p per trace share dated 9 July
2007
Totals 7,135,920 50.08%
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 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 