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Microgen PLC (APTD)

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Friday 15 June, 2007

Microgen PLC

Recommended Increased Offer

Microgen PLC
15 June 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION

FOR IMMEDIATE RELEASE

15 June 2007

                        Recommended Increased Cash Offer
                                        
                                      for
                                        
                            Trace Group plc ('Trace')
                                        
                                       by
                                        
                            Microgen plc ('Microgen')

1. Introduction

On 25 May 2007, the Microgen Board and the Trace Independent Directors announced
the terms of a recommended cash offer of 155 pence per Trace Share, as
subsequently made by Microgen in its offer document issued on and dated 1 June
2007 (the 'Offer Document'), for the entire issued and to be issued ordinary
share capital of Trace. Since the date of the Offer Document, Microgen has
acquired shares in Trace and as at 14 June 2007, the latest practicable date
prior to this announcement, Microgen owned 3,555,000 Trace Shares, representing
approximately 24.95 per cent. of the Trace Shares.

On 13 June 2007, Tulip Holdings Limited ('Tulip') announced its revised offer of
156 pence per Trace Share (the 'Tulip Revised Offer').

The Microgen Board and the Trace Independent Directors are pleased to announce
that they have agreed the terms of a recommended increased cash offer of 180
pence per Trace Share (the 'Increased Cash Offer').

Microgen has also received an irrevocable undertaking, dated 14 June 2007, from
Herald Investment Management Limited ('Herald') totalling 1,127,880 Trace
Shares, representing approximately 7.92 per cent. of the Trace Shares to accept
the Increased Cash Offer which will fall away in the event of an offer from a
third party of not less than 200 pence per Trace Share or if the Increased Cash
Offer lapses or is withdrawn.

Microgen therefore encourages Trace Shareholders to accept the Increased Cash
Offer from Microgen which represents a premium of approximately 15.4 per cent.
to the Tulip Revised Offer of 156 pence per Trace Share.

2. The Increased Cash Offer

The Increased Cash Offer will be made on the following basis:

               For each Trace Share             180 pence in cash

The Increased Cash Offer will be on the same terms and subject to the same
conditions as set out in the Offer Document save as regards the price offered by
Microgen for each Trace Share, the formal terms of which will be set out in a
document relating to the Increased Cash Offer (the 'Increased Cash Offer
Document') to be posted to shareholders shortly, together with a new form of
acceptance to accept the Increased Cash Offer. In particular, Microgen will only
declare the Increased Cash Offer unconditional as to acceptances to the extent
it has received valid acceptances or has acquired voting shares representing not
less than 51.5 per cent. of the voting share capital of Trace or such lesser
percentage as Microgen may decide provided that such amount is more than 50 per
cent. of the voting share capital of Trace.

The Increased Cash Offer values the existing issued ordinary share capital of
Trace at approximately £25.6 million.

The Increased Cash Offer represents:

(i) a premium of approximately 101.1 per cent. to the Closing Price of 89.5 
pence per Trace Share on 19 April 2007, the date immediately preceding the date 
of the Tulip Announcement and commencement of the Offer Period;

(ii) a premium of approximately 33.3 per cent. to the Tulip Proposal of 135 
pence per Trace Share in cash announced on 20 April 2007;

(iii) a premium of approximately 15.4 per cent. to the Tulip Revised Offer of 
156 pence per Trace Share in cash announced on 13 June 2007;

(iv) a premium of approximately 88.5 per cent. to the average daily Closing 
Price of 95.5 pence per Trace Share during the six months prior to 19 April 
2007, the date immediately preceding the date of the Tulip Announcement;

(v) a premium of approximately 71.4 per cent to the highest Closing Price of 105
pence per Trace Share over the five years prior to 19 April 2007, the date 
immediately preceding the date of the Tulip Announcement;

3. Finance and bank facilities

Full acceptance of the Increased Cash Offer would require a maximum cash payment
of approximately £25.3 million, comprising approximately £5.4 million in respect
of the 3,555,000 Trace Shares (representing approximately 24.95 per cent. of the
Trace Shares) already acquired by Microgen (as at 14 June 2007) and 
approximately £19.9 million in respect of the outstanding issued and to be 
issued Trace Shares not already owned by Microgen, which will be funded out of 
Microgen's existing cash reserves and from committed bank facilities from Lloyds
TSB Bank plc that have been put in place for the purposes of the transaction.

The bank facilities provide Microgen with a facility of up to £20 million in the
form of a 364 day revolving credit loan facility together with additional term
loan facilities upon which Microgen may draw as necessary. Utilising these cash
reserves and bank facilities, Microgen will be in a position to declare the 
Increased Cash Offer unconditional as to acceptances when it has received valid 
acceptances of the Increased Cash Offer or has acquired voting rights 
representing not less than 51.5 per cent. of the voting share capital of Trace 
or such lesser percentage as Microgen may decide provided that such amount is 
more than 50 per cent. of the voting share capital of Trace.

Arbuthnot is satisfied that sufficient financial resources are available for 
Microgen to satisfy the consideration payable as a result of full acceptance of 
the Increased Cash Offer.

4. Recommendation of the Increased Cash Offer

The Trace Independent Directors, who have been so advised by Shore Capital,
consider the terms of the Increased Cash Offer to be fair and reasonable. In
providing advice to the Trace Independent Directors, Shore Capital has taken
into account the Trace Independent Directors' commercial assessments.
Accordingly the Trace Independent Directors unanimously recommend that all Trace
Shareholders accept the Increased Cash Offer.

Daniel Chapchal, Chairman of Trace and a Trace Independent Director, has
undertaken to procure the acceptance of the Increased Cash Offer in respect of
the 10,000 Trace Shares (representing 0.07 per cent. of the Trace Shares) held
in his SIPP. In addition, Colin Clarke, a Trace Independent Director, has
undertaken to accept the Increased Cash Offer 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 will occur in the event that the Tulip Revised
Offer lapses or is withdrawn.

The Independent Directors consider it likely that the Tulip Revised Offer will
in due course lapse or be withdrawn as a result of their recommendation of the
Increased Cash Offer, which is at a premium of approximately 15.4 per cent. to
the Tulip Revised Offer.

5. Disclosure of interest in Trace Shares

Microgen (as at 14 June 2007, the latest practicable date prior to this
announcement) owned 3,555,000 Trace Shares, representing approximately 24.95 per
cent. of the voting share capital of Trace. Microgen has also received an
irrevocable undertaking from Herald totalling 1,127,880 Trace shares,
representing approximately 7.92 per cent. of the Trace Shares to accept
Microgen's Increased Cash Offer as detailed in paragraph 1 above as well as an
undertaking from the Independent Directors to accept the Increased Cash Offer in
respect of, in aggregate, 1,436,453 Trace Shares representing 10.08 per cent. of
the Trace Shares as described in paragraph 4 above.

Save for the interests disclosed above (as at 14 June 2007, the latest
practicable date prior to this announcement), neither Microgen, nor any of the
Directors of Microgen, nor, so far as Microgen is aware, any person acting in
concert with Microgen for the purposes of the Increased Cash Offer has an
interest in or right to subscribe in respect of any relevant securities of Trace
or had any short positions in respect of relevant securities of Trace or had
borrowed or lent any relevant securities of Trace.

6. General

Save for the increased cash offer price of 180 pence per Trace Share, the
Increased Cash Offer will be made on the same terms and subject to the same
conditions as set out in the Offer Document. The Increased Cash Offer Document
setting out the formal terms of the Increased Cash Offer will be sent to Trace
Shareholders shortly, together with a new form of acceptance to accept the
Increased Cash Offer. The Increased Cash Offer Document and the new form of
acceptance will be governed by English law and subject to the applicable
requirements of the Code and will explain how Trace Shareholders can accept the
Increased Cash Offer.

This announcement does not constitute, or form any part of, any offer for, or
solicitation of, any offer for securities. Any acceptance or other response to
the Increased Cash Offer should be made only on the basis of the information
contained in the Offer Document as amended (save only as to the increased cash
offer price) by the Increased Cash Offer Document.

Enquiries:

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 Dunn
Richard Tulloch

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

Trace Group plc                     Tel: +44 (0) 20 7825 1000
Daniel Chapchal                     Tel: +44 (0) 7836 512 549
David Begg                          Tel: +44 (0) 20 7825 1000
Robin Woodall                       Tel: +44 (0) 7740 928 399

Shore Capital and Corporate Limited Tel: +44 (0) 20 7408 4090
(Financial adviser to Trace)
Alex Borrelli
Pascal Keane

Terms herein have the same meaning as in the Offer Document dated 1 June 2007,
save where the context requires otherwise.

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.

Arbuthnot has approved this announcement for the purposes of section 21 of the
Financial Services and Markets Act 2000. The principal place of business of
Arbuthnot is Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR.

Shore Capital and Corporate Limited ('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 Increased Cash
Offer 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 Increased Cash Offer, the content 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. Microgen
intends to dispatch such documents to Trace Shareholders (and, for information
only, to Trace Optionholders) shortly. The Increased Cash Offer Document and the
new form of acceptance will together contain the full terms and conditions of
the Increased Cash Offer, including details of how to accept the Increased Cash
Offer. Any acceptance or other response to the Increased Cash Offer should be
made only on the basis of the information contained in the Increased Cash Offer
Document and the new form of acceptance. 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 will be 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 Cash
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 so. Further details in relation to Overseas Trace Shareholders will be
contained in the Increased Cash Offer Document.

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 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 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.


                                    Appendix

Sources of information and bases of calculation

(a) The value of the Increased Cash Offer by reference to the existing issued 
and voting ordinary share capital of Trace is based on the 14,248,815 Trace 
Shares in issue on 14 June 2007 (the last business day prior to the date of 
this announcement).

(b) The Closing Prices of Trace Shares are derived from the Daily Official List.



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